Common use of Conditions to Defeasance Clause in Contracts

Conditions to Defeasance. The following shall be the conditions to application of Section 12.02 to the Outstanding Securities of such series: (a) the Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 9.09 who shall agree to comply with the provisions of this ARTICLE Twelve applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the holders of such Securities, (1) money in an amount, or (2) U.S. Government Obligations 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, money in an amount, or (3) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm acceptable to the Company 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, (A) the principal of (and premium, if any) and each installment of principal of (and premium, if any) and interest on the Outstanding Securities of such series on any Redemption Date, if the Company has irrevocably elected to cause the Outstanding Securities of such series subject to redemption to be redeemed on a specific Redemption Date by giving notice to the Trustee of such election at the time it exercises its option pursuant to Section 12.02, or on the Stated Maturity of such principal or installment of principal or interest and (B) any mandatory sinking fund payments or analogous payments applicable to the Outstanding Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities. For this purpose, “U.S. Government Obligations” means securities that are (x) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (y) obligations of a Person Controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receipt.

Conditions to Defeasance. (a) The following shall be the conditions to application of Section 12.02 Company may exercise its legal defeasance option or its covenant defeasance option, in each case, with respect to the Outstanding Securities of a series only if: (i) the Company irrevocably deposits in trust with the Trustee cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient or U.S. Government Obligations, the principal of and the interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of and premium, if any, and interest on the Securities of such series: (a) series when due at Stated Maturity or redemption, as the Company case may be, including interest thereon to maturity or such Redemption Date; provided that upon any redemption that requires the payment of the premium, the amount deposited shall irrevocably have be sufficient for purposes of this Indenture to the extent that an amount is deposited or caused with the Trustee equal to the premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee (on or another trustee satisfying prior to the requirements of Section 9.09 who shall agree to comply with the provisions of this ARTICLE Twelve 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 date of the holders of redemption (and any such Securities, (1) money deficit shall be set forth in an amount, or a written notice delivered to the Holders and the Trustee at least two (2) U.S. Government Obligations which through Business Days prior to the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before Redemption Date); (ii) the due date of any payment, money in an amount, or (3) Company delivers to the Trustee a combination thereof, sufficient, in the opinion of certificate from a nationally recognized firm of independent public accountants or a nationally recognized expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment banking firm acceptable to the Company expressed will provide cash at such times and in a written certification thereof delivered to the Trustee, such amounts as will be sufficient to pay and dischargeprincipal, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (A) the principal of (and premium, if any) , and each installment interest when due on all the Securities of principal such series to Stated Maturity or redemption, as the case may be; provided that upon any redemption that requires the payment of a premium the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption (and any such deficit shall be set forth in a written notice delivered to the holders and the Trustee at least two (2) Business Days prior to the Redemption Date); (iii) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(f) or (g) with respect to the Company occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other agreement binding on the Company; (v) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred, provided that such Opinion of Counsel shall not be required by this clause (v) if all the Securities of such series not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable at their Stated Maturity within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company; (vi) such exercise does not impair the right of any Holder to receive payment of principal, premium, if any) , and interest on the Outstanding such Holder’s Securities of such series on or after the due dates therefore or to institute suit for the enforcement of any Redemption Datepayment on or with respect to such Holder’s Securities of such series; (vii) in the case of the covenant defeasance option, if the Company has irrevocably elected shall have delivered to cause the Outstanding Trustee an Opinion of Counsel to the effect that the Holders of such series will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; and (viii) 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 Securities of such series subject to redemption to be redeemed on so defeased and discharged as contemplated by this Article XII have been complied with. (b) Before or after a specific Redemption Date by giving notice deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of such election Securities at the time it exercises its option pursuant to Section 12.02, or on the Stated Maturity of such principal or installment of principal or interest and (B) any mandatory sinking fund payments or analogous payments applicable to the Outstanding Securities of such series on the day on which such payments are due and payable a future date in accordance with the terms of this Indenture and of such Securities. For this purpose, “U.S. Government Obligations” means securities that are (x) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (y) obligations of a Person Controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receiptArticle IV.

Conditions to Defeasance. The following shall be the conditions In order to application of Section 12.02 exercise either Legal Defeasance or Covenant Defeasance with respect to the Outstanding Securities of such seriesNotes: (a1) the Company shall Issuers must irrevocably have deposited or caused to be deposited deposit with the Trustee (or another trustee satisfying the requirements of Section 9.09 who shall agree to comply with the provisions of this ARTICLE Twelve applicable to it) as trust funds Trustee, in trust trust, for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the holders of such SecuritiesHolders, (1) money cash in an amountU.S. dollars, non-callable U.S. Government Obligations, or (2) U.S. Government Obligations 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, money in an amount, or (3) a combination thereof, sufficient, in such amounts as will be sufficient in the opinion of a nationally recognized firm of independent certified public accountants or a nationally recognized investment banking firm acceptable to the Company expressed delivered in a written certification thereof delivered writing to the Trustee, to pay and dischargethe principal of, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (A) the principal of (interest and premium, if any) and each installment of principal of (and premium, if any) and interest on the Outstanding Securities of such series on any Redemption Date, if the Company has irrevocably elected to cause the Outstanding Securities of such series subject to redemption to be redeemed on a specific Redemption Date by giving notice to the Trustee of such election at the time it exercises its option pursuant to Section 12.02, or outstanding Notes on the Stated Maturity or on the applicable Redemption Date, as the case may be, and the Issuers must specify whether the Notes are being defeased to maturity or to a particular Redemption Date; (2) in the case of such principal or installment of principal or interest and (B) any mandatory sinking fund payments or analogous payments applicable Legal Defeasance, the Issuers shall have delivered to the Outstanding Securities Trustee an Opinion of such series on Counsel reasonably acceptable to the day on which such payments are due Trustee confirming that, subject to customary exceptions and payable in accordance with exclusions, (i) the terms of this Indenture and of such Securities. For this purposeIssuers have received from, “U.S. Government Obligations” means securities that are (x) direct obligations of or there has been published by, the United States of America for the payment of which its full faith and credit is pledged Internal Revenue Service a ruling or (yii) obligations of since the Issue Date, there has been a Person Controlled or supervised by and acting as an agency or instrumentality of change in the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, whichapplicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes will not recognize gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary exceptions and exclusions, the Holders of the outstanding Notes will not recognize gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default will have occurred and be continuing on the date of such deposit (other than resulting from the borrowing of funds to be applied to make such deposit and any similar and concurrent deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith); (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Issuers or any of their Subsidiaries is a party or by which the Issuers or any of their Subsidiaries is bound; (6) the Issuers must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders over the other creditors of the Issuers with the intent of defeating, hindering, delaying or defrauding creditors of the Issuers or others; (7) if the Notes are not callable or redeemable to be redeemed prior to their Stated Maturity, the Issuers must deliver to the Trustee irrevocable instructions to redeem all of the Notes on the specified Redemption Date under arrangements satisfactory to the Trustee for the giving of notice of such redemption by the Trustee in the name and at the option expense of the issuer thereof, and Issuers; (8) the Issuers have delivered to the Trustee an Opinion of Counsel to the effect that such deposit shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of not cause the Securities Trustee or trust so created to be subject to the Investment Company Act of 19331940, as amended; and (9) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable Issuers must deliver to the holder Trustee an Officer’s Certificate and an Opinion of such depository receipt from any amount received by Counsel, each stating that all conditions precedent relating to the custodian in respect of the U.S. Government Obligation Legal Defeasance or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receiptCovenant Defeasance have been complied with.

Conditions to Defeasance. The following shall be the conditions In order to application of Section 12.02 exercise either Legal Defeasance or Covenant Defeasance with respect to the Outstanding Securities of such seriesoutstanding Notes: (a) the Company shall must irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 9.09 who shall agree to comply with the provisions of this ARTICLE Twelve 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, to the benefit benefits of the holders Holders of such Securities, Notes: (1) money in an amount, or (2) U.S. Government Obligations Obligations, 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, money in an amount, amount or (3) a combination thereof, sufficientin each case sufficient without reinvestment, in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm acceptable to the Company expressed in a written certification thereof delivered to the Trustee and in form and substance reasonably acceptable to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (A) the entire indebtedness in respect of the principal of (and premium, if any) and each installment of principal of (and premium, if any) and interest on such Notes on the Outstanding Securities of such series on any Redemption Date, Stated Maturity thereof or (if the Company has irrevocably elected to cause the Outstanding Securities of such series subject to redemption to be redeemed on a specific Redemption Date by giving notice made irrevocable arrangements satisfactory to the Trustee for the giving of such election notice of redemption by the Trustee in the name and at the time it exercises its option pursuant to Section 12.02expense of the Company) the Redemption Date thereof, or on as the Stated Maturity of such principal or installment of principal or interest and (B) any mandatory sinking fund payments or analogous payments applicable to the Outstanding Securities of such series on the day on which such payments are due and payable case may be, in accordance with the terms of this Indenture and the Notes; (b) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel satisfactory to the Trustee stating that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (2) since the date of this Indenture, there has been a change in the applicable United States federal income tax law, in either case (1) or (2) to the effect that, and based thereon such opinion shall confirm that, the Holders of the Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit and Legal Defeasance to be effected with respect to such Notes and will be subject to United States federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Legal Defeasance were not to occur; (c) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Securitiesoutstanding Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Notes and will be subject to United States federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur; (d) no Default or Event of Default with respect to the outstanding Notes shall have occurred and be continuing at the time of such deposit after giving effect thereto; (e) 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 Notes are in default within the meaning of such Act); (f) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or material instrument (other than this Indenture) to which the Company is a party or by which the Company is bound; and (g) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel in form and substance reasonably acceptable to the Trustee, each stating that all conditions precedent with respect to such Legal Defeasance or Covenant Defeasance have been complied with. For Notwithstanding the foregoing, the Opinion of Counsel required by clause (b) of this purpose, “U.S. Government Obligations” means securities that are Section 9.02 with respect to a Legal Defeasance need not to be delivered if all Notes not previously delivered to the Trustee for cancellation (x) direct obligations of the United States of America for the payment of which its full faith have become due and credit is pledged payable, or (y) obligations will become due and payable within one year at Stated Maturity or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of a Person Controlled or supervised notice of redemption by the Trustee in the name, and acting as an agency or instrumentality at the expense, of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receiptCompany.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect to a series of Securities only if the following shall be the conditions to application of Section 12.02 to the Outstanding Securities of such seriesare satisfied: (a) the Company shall has irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 9.09 who shall agree to comply with the provisions of this ARTICLE Twelve 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 Holders of such Securitiesseries with the Trustee or a Paying Agent or a trustee satisfactory to the Trustee and the Company, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee and any such Paying Agent, (1i) money in an amountamount or Eligible Obligations sufficient, or (2ii) U.S. Government Obligations which through the scheduled payment of or Eligible Obligations that shall be payable as to 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, money in an amount, or (3) a combination thereof, such amounts and at such times as are sufficient, in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm acceptable to the Company expressed in a written certification thereof delivered to the TrusteeTrustee (without consideration of any reinvestment of such interest), or (iii) any combination thereof in an amount sufficient, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (A) the principal of (and premiumof, if any) and each installment of principal of (and premium, if any) and interest on the Outstanding Securities of such series on and any Redemption Date, if the Company has irrevocably elected to cause the Outstanding Securities of such series subject to redemption to be redeemed on a specific Redemption Date by giving notice Additional Amounts payable with respect to the Trustee of such election at the time it exercises its option pursuant to Section 12.02, or on the Stated Maturity of such principal or installment of principal or interest and (B) any mandatory sinking fund payments or analogous payments applicable to the Outstanding outstanding Securities of such series on the day on which dates such payments installments are due to redemption or Stated Maturity, (b) the trustee of the irrevocable trust shall have been irrevocably instructed to pay such money or the proceeds of such U.S. Government Obligations or Eligible Obligations to the Trustee and payable (c) the Trustee or Paying Agent shall have been irrevocably instructed in writing to apply the deposited money and the proceeds from U.S. Government Obligations or Eligible Obligations in accordance with the terms of this Indenture and the terms of the Securities of such Securities. For this purpose, “U.S. Government Obligations” means securities that are (x) direct obligations of the United States of America for series to the payment of principal of, interest on and any Additional Amounts payable with respect to the Securities of such series; (b) such deposit described in clause (a) of this Section 8.2 will not result in a breach or violation of, or constitute a Default under, any other agreement or instrument to which its full faith the Company is a party or by which it is bound; (c) no Default or Event of Default shall have occurred and credit is pledged be continuing (i) as of the date of such deposit or (yii) obligations insofar as Sections 6.1(d) and 6.1(e) are concerned at any time during the period ending on the 91st day after the date of a Person Controlled or supervised by and acting as an agency or instrumentality such deposit or, if longer, ending on the day following the expiration of the United States longest preference period applicable to the Company in respect of America such deposit (it being understood that the payment condition in this clause (ii) is a condition subsequent and shall not be deemed satisfied until the expiration of which is unconditionally guaranteed as a full faith such period); (d) the Company has paid or caused to be paid all sums currently due and credit obligation payable by the United States Company hereunder and under the Securities with respect to such series including but not limited to all amounts due under section 7.7; (e) such defeasance shall not cause or permit any Securities then listed on any national securities exchange to be delisted; (f) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of AmericaCounsel, which, each stating that all conditions precedent provided for herein relating to the termination by the Company of its obligations as provided in either case, are not callable or redeemable at this Section 8.2 have been complied with; (g) in the option case of the issuer thereoflegal defeasance option, the Company has delivered to the Trustee either (i) a ruling received from the Internal Revenue Service to the effect that, or (ii) an Opinion of Counsel by recognized counsel who is not an employee of the Company stating that, since the date first set forth hereinabove, there has been a change in the applicable federal income tax law, and based upon either case (i) or (ii) such Opinion of Counsel shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) confirm that, the Holders of the Securities Act of 1933such series will not recognize income, gain or loss for federal income tax purposes as amended) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account result of the holder Company's exercise of its legal defeasance option under this Section 8.2 and will be subject to 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 legal defeasance option had not been exercised; and (h) in the case of the covenant defeasance option, the Company has delivered to the Trustee either (i) a ruling received from the Internal Revenue Service to the effect that, or (ii) an Opinion of Counsel by recognized counsel who is not an employee of the Company stating that, the Holders of the Securities of such depository receiptseries will not recognize income, provided that (except gain or loss for federal income tax purposes as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect a result of the U.S. Government Obligation or the specific payment Company's exercise of principal of or interest its covenant defeasance option under this paragraph and will be subject to federal income tax on the U.S. Government Obligation evidenced by same amount and in the same manner and at the same times as would have been the case if such depository receiptcovenant defeasance option had not been exercised.

Conditions to Defeasance. The following shall be the conditions In order to application of Section 12.02 exercise either Legal Defeasance or Covenant Defeasance with respect to the Outstanding Securities of such seriesoutstanding Notes: (a) the Company shall must irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 9.09 who shall agree to comply with the provisions of this ARTICLE Twelve 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, to the benefit benefits of the holders Holders of such Securities, Notes: (1) money in cash in U.S. Dollars in an amount, or (2) U.S. Government Obligations Obligations, 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, money in an amount, amount or (3) a combination thereof, sufficientin each case sufficient without reinvestment, in the opinion of a nationally recognized firm of independent public accountants (or, if two or a more nationally recognized investment banking firm acceptable firms of independent public accountants decline to issue such opinion after the Company has made reasonable efforts to obtain such an opinion, in the opinion of the Company's chief financial officer) expressed in a written certification thereof delivered to the Trustee and in form and substance reasonably acceptable to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (A) the entire indebtedness in respect of the principal of (and premium, if any) and each installment of principal of (and premium, if any) and interest on such Notes on the Outstanding Securities of such series on any Redemption Date, Stated Maturity thereof or (if the Company has irrevocably elected to cause the Outstanding Securities of such series subject to redemption to be redeemed on a specific Redemption Date by giving notice made irrevocable arrangements satisfactory to the Trustee for the giving of such election notice of redemption by the Trustee in the name and at the time it exercises its option pursuant to Section 12.02expense of the Company) the Redemption Date thereof, or on as the Stated Maturity of such principal or installment of principal or interest and (B) any mandatory sinking fund payments or analogous payments applicable to the Outstanding Securities of such series on the day on which such payments are due and payable case may be, in accordance with the terms of this Indenture and the Notes; (b) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel satisfactory to the Trustee stating that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (2) since the date of this Indenture, there has been a change in the applicable United States federal income tax law, in either case (1) or (2) to the effect that, and based thereon such opinion shall confirm that, the Holders of the Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit and Legal Defeasance to be effected with respect to such Notes and will be subject to United States federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Legal Defeasance were not to occur; (c) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Securitiesoutstanding Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Notes and will be subject to United States federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur; (d) no Default or Event of Default with respect to the outstanding Notes shall have occurred and be continuing at the time of such deposit after giving effect thereto (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 Debt) and the granting of any Lien to secure such borrowing); (e) 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 Notes are in default within the meaning of such Act); (f) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or material instrument (other than this Indenture) to which the Company is a party or by which the Company is bound (other than a default or event of default under any such other instrument resulting from borrowing funds to be applied to make the deposit under this Indenture in connection with the legal defeasance or covenant defeasance (and any similar concurrent deposit relating to other Debt) and the granting of Liens in connection therewith); and (g) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel in form and substance reasonably acceptable to the Trustee, each stating that all conditions precedent with respect to such Legal Defeasance or Covenant Defeasance have been complied with. For Notwithstanding the foregoing, the Opinion of Counsel required by clause (b) of this purpose, “U.S. Government Obligations” means securities that are Section 9.02 with respect to a Legal Defeasance need not to be delivered if all Notes not previously delivered to the Trustee for cancellation (x) direct obligations of the United States of America for the payment of which its full faith have become due and credit is pledged payable, or (y) obligations will become due and payable within one year at Stated Maturity or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of a Person Controlled or supervised notice of redemption by the Trustee in the name, and acting as an agency or instrumentality at the expense, of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receiptCompany.

Conditions to Defeasance. The following shall be the conditions to application of Section 12.02 to the Outstanding Securities of such seriesCompany may exercise its legal defeasance option or its covenant defeasance option only if: (ai) with reference to this Section 8.02, the Company shall has irrevocably have deposited or caused to be deposited in trust with the Trustee (or another trustee satisfying the requirements of Section 9.09 who shall agree to comply with the provisions of this ARTICLE Twelve applicable to it) as trust funds in trust solely for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the holders Holders of such Securitiesthe Notes, (1) for payment of the principal of and interest on the Notes, money in an amount, or (2) U.S. Government Obligations 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, money in an amount, or (3) a combination thereof, sufficientthereof sufficient (unless such funds consist solely of money, in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm acceptable to the Company expressed in a written certification thereof delivered to the Trustee) without consideration of any reinvestment and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, to pay and dischargedischarge the principal of and accrued interest on the outstanding Notes to maturity (irrevocably provided for under arrangements satisfactory to the Trustee); (ii) such deposit shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound; (iii) no Default with respect to the Notes shall have occurred and which be continuing on the date of such deposit; (iv) the Company shall be applied by have delivered to the Trustee an Opinion of Counsel that (1) the Holders of the Notes will not recognize income, gain or other qualifying trusteeloss for Federal income tax purposes as a result of the Company's exercise of its option under this Section and will be subject to 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 (2) the Holders of the Notes have a valid security interest in the trust funds; and (v) the Company has delivered to pay the Trustee an Officers' Certificate and dischargean Opinion of Counsel, in each case stating that all conditions precedent herein provided relating to the defeasance contemplated by this Section have been complied with. In the case of legal defeasance, the Opinion of Counsel referred to in clause (iv)(1) above must confirm that (A) the principal of (and premium, if any) and each installment of principal of (and premium, if any) and interest on the Outstanding Securities of such series on any Redemption Date, if the Company has irrevocably elected to cause the Outstanding Securities of such series subject to redemption to be redeemed on a specific Redemption Date by giving notice to the Trustee of such election at the time it exercises its option pursuant to Section 12.02received from, or on there has been published by, the Stated Maturity of such principal Internal Revenue Service a ruling or installment of principal or interest and (B) any mandatory sinking fund payments or analogous payments applicable to since the Outstanding Securities of such series on the day on which such payments are due and payable in accordance with the terms date of this Indenture and of such Securities. For this purposeIndenture, “U.S. Government Obligations” means securities that are (x) direct obligations of there has been a change in the United States of America for the payment of which its full faith and credit is pledged or (y) obligations of a Person Controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, whichapplicable Federal income tax law, in either case, are not callable or redeemable at to the option of the issuer thereofeffect that, and shall also include based thereon, the Holders will not recognize income, gain or loss for Federal income tax purposes as a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder result of such depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receiptlegal defeasance.

Conditions to Defeasance. (a) The following shall be the conditions to application of Section 12.02 to the Outstanding Securities of such seriesIssuer may exercise its legal defeasance option or its covenant defeasance option only if: (ai) the Company shall Issuer irrevocably have deposited or caused to be deposited deposits in trust with the Trustee (or another trustee satisfying the requirements of Section 9.09 who shall agree to comply with the provisions of an entity designated or appointed (as agent) by it for this ARTICLE Twelve applicable to itpurpose) as trust funds cash in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the holders of such Securities, (1) money in an amount, U.S. Dollars or (2) U.S. Government Obligations which through or a combination thereof sufficient (as determined by the scheduled Issuer in good faith), for the payment of principal and interest in respect thereof in accordance with their terms will provideprincipal, not later than one day before the due date of any payment, money in an amount, or premium (3) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm acceptable to the Company 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, (A) the principal of (and premium, if any) and each installment of principal of (and premium, if any) and interest on the Outstanding Securities of such series on any Redemption Date, if the Company has irrevocably elected to cause the Outstanding Securities of such series subject Notes to redemption to be redeemed on a specific Redemption Date by giving notice or maturity, as the case may be; (ii) the Issuer delivers to the Trustee an Officer’s Certificate stating that the deposit was not made with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or any Guarantors or others; (iii) the deposit does not constitute a default under any other material agreement or contract relating to Indebtedness binding on the Issuer (other than a default resulting from borrowing funds to be applied to make the deposit required to effect such legal defeasance or covenant defeasance and any similar and simultaneous deposit relating to such other Indebtedness and, in each case, the granting of Liens in connection therewith); (iv) the Issuer shall have delivered to the Trustee an Opinion of Counsel, subject to customary assumptions and exclusions to the effect that the beneficial owners of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such election 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 time it exercises its same times as would have been the case if such deposit and defeasance had not occurred (and, in the case of the legal defeasance option pursuant to Section 12.02only, such Opinion of Counsel must be based on a ruling received from, or on published by, the Stated Maturity of such principal Internal Revenue Service or installment of principal or interest and a change in applicable U.S. federal income tax law); and (Bv) any mandatory sinking fund payments or analogous payments applicable the Issuer delivers to the Outstanding Securities Trustee an Officer’s Certificate and an Opinion of such series on Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions), each stating that all conditions precedent to the day on which such payments defeasance and discharge of the Notes to be so defeased and discharged as contemplated by this Article 8 have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by Section 8.02(a)(iv) above need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (x) are due and payable in accordance with the terms of this Indenture and of such Securities. For this purpose, “U.S. Government Obligations” means securities that are (x) direct obligations of the United States of America for the payment of which its full faith and credit is pledged within one year or (y) obligations have been or will become due and payable within one year under arrangements satisfactory to the Trustee for the giving of a Person Controlled or supervised notice of redemption by the Trustee in the name, and acting as an agency or instrumentality at the expense, of the United States Issuer. In addition, the Issuer will deliver to the Trustee an Officer’s Certificate and an Opinion of America Counsel (which may be subject to customary assumptions and exclusions) each stating that all conditions precedent under this Indenture relating to the payment of which is unconditionally guaranteed as legal defeasance or covenant defeasance have been complied with. (b) Before or after a full faith and credit obligation by deposit, the United States of America, which, in either case, are not callable or redeemable at Issuer may make arrangements satisfactory to the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian Trustee for the account of the holder redemption of such depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder Notes at a future date in accordance with Article 3 of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receiptthis Indenture.

Conditions to Defeasance. The following shall be the conditions In order to application of Section 12.02 exercise either Legal Defeasance or Covenant Defeasance with respect to the Outstanding Securities of such seriesoutstanding Notes: (a) the Company shall must irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 9.09 who shall agree to comply with the provisions of this ARTICLE Twelve applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely toto the benefit of, the benefit of the holders Holders of such Securities, Notes: (1) money in cash in U.S. Dollars in an amount, or (2) U.S. Government Obligations Obligations, 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, money in an amount, amount or (3) a combination thereof, sufficientin each case sufficient without reinvestment, in the opinion of a nationally recognized firm of independent public accountants (or, if two or a more nationally recognized investment banking firm acceptable firms of independent public accountants decline to issue such opinion after the Company has made reasonable efforts to obtain such an opinion, in the opinion of the Company's chief financial officer) expressed in a written certification thereof delivered to the Trustee in form and substance reasonably acceptable to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (A) the entire indebtedness in respect of the principal of (and premium, if any) and each installment of principal of (and premium, if any) and interest on such Notes on the Outstanding Securities of such series on any Redemption Date, Stated Maturity thereof or (if the Company has irrevocably elected to cause the Outstanding Securities of such series subject to redemption to be redeemed on a specific Redemption Date by giving notice made irrevocable arrangements satisfactory to the Trustee for the giving of such election notice of redemption by the Trustee in the name and at the time it exercises its option pursuant to Section 12.02expense of the Company) the Redemption Date thereof, or on as the Stated Maturity of such principal or installment of principal or interest and (B) any mandatory sinking fund payments or analogous payments applicable to the Outstanding Securities of such series on the day on which such payments are due and payable case may be, in accordance with the terms of this Indenture and the Notes; (b) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel satisfactory to the Trustee stating that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (2) since the date of this Indenture, there has been a change in the applicable United States federal income tax law, in either case (1) or (2) to the effect that, and based thereon such opinion shall confirm that, the Holders of the Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit and Legal Defeasance to be effected with respect to such Notes and will be subject to United States federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Legal Defeasance were not to occur; (c) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Securitiesoutstanding Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Notes and will be subject to United States federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur; (d) no Default or Event of Default with respect to the outstanding Notes shall have occurred and be continuing at the time of such deposit after giving effect thereto (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 Debt) and the granting of any Lien to secure such borrowing); (e) 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 Notes are in default within the meaning of the Trust Indenture Act); (f) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or material instrument (other than this Indenture) to which the Company is a party or by which the Company is bound (other than a default or event of default under any such other instrument resulting from borrowing funds to be applied to make the deposit under this Indenture in connection with the legal defeasance or covenant defeasance (and any similar concurrent deposit relating to other Debt) and the granting of Liens in connection therewith); and (g) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel in form and substance reasonably acceptable to the Trustee, each stating that all conditions precedent with respect to such Legal Defeasance or Covenant Defeasance have been complied with. For Notwithstanding the foregoing, the Opinion of Counsel required by clause (b) of this purpose, “U.S. Government Obligations” means securities that are Section 9.02 with respect to a Legal Defeasance need not to be delivered if all Notes not previously delivered to the Trustee for cancellation (x) direct obligations of the United States of America for the payment of which its full faith have become due and credit is pledged payable, or (y) obligations will become due and payable within one year at Stated Maturity or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of a Person Controlled or supervised notice of redemption by the Trustee in the name, and acting as an agency or instrumentality at the expense, of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receiptCompany.

Conditions to Defeasance. The following shall be the conditions to application of Section 12.02 to the Outstanding Securities of such seriesCompany may exercise its legal defeasance option or its covenant defeasance option only if: (ai) the Company shall irrevocably have deposited or caused to be deposited deposit with the Trustee (or another trustee satisfying the requirements of Section 9.09 who shall agree to comply with the provisions of this ARTICLE Twelve applicable to it) as trust funds Trustee, in trust trust, for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the holders of such SecuritiesHolders, (1) money in an amountU.S. dollars or U.S. Government Obligations, or (2) a combination of U.S. dollars and U.S. Government Obligations which through the scheduled payment of principal and interest Obligations, 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 (3) a combination thereof, such amounts as shall be sufficient, in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm acceptable to the Company expressed in a written certification thereof delivered to the Trusteeaccountants, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (A) the principal of (of, or interest and premium, if any) and each installment of principal of (and premium, if any) and interest on the Outstanding Securities of such series on any Redemption Date, if the Company has irrevocably elected to cause the Outstanding Securities of such series subject to redemption to be redeemed on a specific Redemption Date by giving notice to the Trustee of such election at the time it exercises its option pursuant to Section 12.02, or outstanding Notes issued hereunder on the Stated Maturity or on the applicable Redemption Date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to a particular Redemption Date; (ii) in the case of legal defeasance, the Company has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee stating that, subject to customary assumptions and exclusions, (a) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling or (b) since the Issue Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such principal or installment legal 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 defeasance had not occurred; (iii) in the case of principal or interest and (B) any mandatory sinking fund payments or analogous payments applicable covenant defeasance, the Company has delivered to the Outstanding Securities Trustee an Opinion of Counsel reasonably acceptable to the Trustee stating that, subject to customary assumptions and exclusions, the Holders of the respective outstanding Notes shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such series covenant defeasance and shall be subject to U.S. federal income tax on the day same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; (iv) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Restricted Subsidiaries is a party or by which the Company or any of its Restricted Subsidiaries is bound; (v) no Default or Event of Default has occurred and is continuing on which such payments are due and payable in accordance with the terms of this Indenture and date of such Securities. For this purposedeposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowings); (vi) the Company shall deliver to the Trustee an Opinion of Counsel stating that, assuming, among other things, no intervening bankruptcy of the Company between the date of deposit and the 91st day following the deposit and assuming that no Holder is an “U.S. Government Obligationsinsider” means securities that are (x) direct obligations of the Company under applicable bankruptcy law, after the 91st day following the deposit, the trust funds shall not be subject to the effect of Section 547 of Title 11 of the United States Code; (vii) the Company shall deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of America for the payment of which its full faith and credit is pledged defeating, hindering, delaying or (y) obligations of a Person Controlled or supervised by and acting as an agency or instrumentality defrauding creditors of the United States Company or others; and (viii) the Company shall deliver to the Trustee an Officers’ Certificate and an Opinion of America Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions), each stating that all conditions precedent relating to the payment of which is unconditionally guaranteed as a full faith and credit obligation by legal defeasance or the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933covenant defeasance, as amended) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receiptcase may be, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receipthave been complied with.

Conditions to Defeasance. The following shall be the conditions In order to application of Section 12.02 to the Outstanding Securities of such seriesexercise either Legal Defeasance or Covenant Defeasance: (a) the Company shall Issuer must irrevocably have deposited deposit or caused cause to be deposited in trust with the Trustee (or another trustee satisfying the requirements of Section 9.09 who shall agree to comply with the provisions of this ARTICLE Twelve applicable to it) as trust funds in trust Trustee, for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the holders Holders of the Notes, cash in euro, European Government Obligations, or a combination thereof (if applicable, in combination with Qualified Interest Rate Agreements) that through the payment of interest and principal (in respect of such Securities, money or European Government Obligations) or other amounts (1) money in an amount, or (2) U.S. Government Obligations 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 such Qualified Interest Rate Agreements) shall provide funds (net of any payment, money in an amount, or (3amounts payable by the trust pursuant to any such Qualified Interest Rate Agreements) a combination thereof, as will be sufficient, in the opinion of a nationally an internationally recognized firm of independent public accountants accountants, to pay and discharge the principal of, premium, if any, and interest, on the outstanding Notes on the Stated Maturity or on the applicable redemption date, as the case may be, and the Issuer must (i) specify whether the Notes are being defeased to maturity or to a nationally recognized investment banking firm acceptable particular redemption date; and (ii) if applicable, have delivered to the Company expressed Trustee an irrevocable notice to redeem all of the outstanding Notes of such principal, premium, if any, or interest; (b) in a written certification thereof the case of Legal Defeasance, the Issuer must have delivered to the Trustee an Opinion of Counsel acceptable to the Trustee, in form and substance reasonably satisfactory to the Trustee stating that (i) the Issuer has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the Issue Date, there has been a change in applicable U.S. federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in the case of Legal Defeasance, the Issuer must have delivered to the Trustee an Opinion of Counsel acceptable to the Trustee, in form and substance reasonably satisfactory to the Trustee to the effect that the Holders of the outstanding Notes will not recognize income, gain or loss for tax purposes in the Netherlands as a result of such Legal Defeasance and will be subject to tax in the Netherlands on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (d) in the case of Covenant Defeasance, the Issuer must have delivered to the Trustee an Opinion of Counsel acceptable to the Trustee, in form and substance reasonably satisfactory to the Trustee to the effect that the Holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (e) in the case of Covenant Defeasance, the Issuer must have delivered to the Trustee an Opinion of Counsel acceptable to the Trustee, in form and substance reasonably satisfactory to the Trustee to the effect that the Holders of the outstanding Notes will not recognize income, gain or loss for tax purposes in The Netherlands as a result of such Covenant Defeasance and will be subject to tax in The Netherlands on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (f) no Default or Event of Default will 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); (g) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee for the Notes to have a conflicting interest as defined in this Indenture; (h) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit), this Indenture or any material agreement or instrument to which the Issuer or any Restricted Subsidiary is a party or by which the Issuer or any Restricted Subsidiary is bound; (i) such Legal Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the U.S. Investment Company Act of 1940 unless such trust shall be registered under such Act or exempt from registration thereunder; (j) the Issuer must have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders of the Notes over the other creditors of the Issuer with the intent of defeating, hindering, delaying or defrauding creditors of the Issuer or others, or removing assets beyond the reach of the relevant creditors or increasing debts of the Issuer to the detriment of the relevant creditors; and (k) the Issuer must have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee of counsel acceptable to the Trustee, each stating that all conditions precedent provided for relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with. If the funds and/or securities deposited with the Trustee to effect Covenant Defeasance are insufficient to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (A) the principal of (and of, premium, if any) and each installment of principal of (and premium, if any) and interest on the Outstanding Securities Notes when due because of any acceleration occurring after an Event of Default, then the Issuer will remain liable for such series on any Redemption Date, if the Company has irrevocably elected to cause the Outstanding Securities of such series subject to redemption to be redeemed on a specific Redemption Date by giving notice to the Trustee of such election at the time it exercises its option pursuant to Section 12.02, or on the Stated Maturity of such principal or installment of principal or interest and (B) any mandatory sinking fund payments or analogous payments applicable to the Outstanding Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities. For this purpose, “U.S. Government Obligations” means securities that are (x) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (y) obligations of a Person Controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receiptpayments.

Conditions to Defeasance. The following shall be the conditions In order to application of Section 12.02 exercise either Legal Defeasance or Covenant Defeasance with respect to the Outstanding Securities of such seriesoutstanding Notes: (a) the Company shall must irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 9.09 who shall agree to comply with the provisions of this ARTICLE Twelve applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely toto the benefit of, the benefit Holders of the holders of such Securities, Notes: (1) money in cash in U.S. Dollars in an amount, or (2) U.S. Government Obligations Obligations, 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, money in an amount, amount or (3) a combination thereof, sufficientin each case sufficient without reinvestment, in the opinion of a nationally recognized firm of independent public accountants in the case of U.S. Government Obligations (or, if two or a more nationally recognized investment banking firm acceptable firms of independent public accountants decline to issue such opinion after the Company has made reasonable efforts to obtain such an opinion, in the opinion of the Company’s chief financial officer) 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, (A) the entire indebtedness in respect of the principal of (and premium, if any) and each installment of principal of (and premium, if any) and interest on the Outstanding Securities of such series Notes on any Redemption Date, the Stated Maturity thereof or (if the Company has irrevocably elected to cause the Outstanding Securities of such series subject to redemption to be redeemed on a specific Redemption Date by giving notice made irrevocable arrangements satisfactory to the Trustee for the giving of such election notice of redemption by the Trustee in the name and at the time it exercises its option pursuant to Section 12.02expense of the Company) the Redemption Date thereof, or on as the Stated Maturity of such principal or installment of principal or interest and (B) any mandatory sinking fund payments or analogous payments applicable to the Outstanding Securities of such series on the day on which such payments are due and payable case may be, in accordance with the terms of this Indenture and the Notes; (b) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel from counsel satisfactory to the Trustee stating that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (2) since the date of this Indenture, there has been a change in the applicable United States federal income tax law, in either case (1) or (2) to the effect that, and based thereon such opinion shall confirm that, the beneficial owners of the Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit and Legal Defeasance to be effected with respect to such Notes and will be subject to United States federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Legal Defeasance were not to occur; (c) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the beneficial owners of such Securitiesoutstanding Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Notes and will be subject to United States federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur; (d) no Default or Event of Default with respect to the outstanding Notes shall have occurred and be continuing at the time of such deposit after giving effect thereto (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 Debt) and the granting of any Lien to secure such borrowing); (e) 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 Notes are in default within the meaning of the Trust Indenture Act); (f) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or material instrument (other than this Indenture) to which the Company is a party or by which the Company is bound (other than a default or event of default under any such other instrument resulting from borrowing funds to be applied to make the deposit under this Indenture in connection with the legal defeasance or covenant defeasance (and any similar concurrent deposit relating to other Debt) and the granting of Liens in connection therewith); and (g) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Legal Defeasance or Covenant Defeasance have been complied with. For Notwithstanding the foregoing, the Opinion of Counsel required by clause (b) of this purpose, “U.S. Government Obligations” means securities that are Section 9.02 with respect to a Legal Defeasance need not to be delivered if all Notes not previously delivered to the Trustee for cancellation (x) direct obligations of the United States of America for the payment of which its full faith have become due and credit is pledged payable, or (y) obligations will become due and payable within one year at Stated Maturity or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of a Person Controlled or supervised notice of redemption by the Trustee in the name, and acting as an agency or instrumentality at the expense, of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receiptCompany.

Conditions to Defeasance. The following shall be the conditions In order to application of Section 12.02 to the Outstanding Securities of such seriesexercise either legal defeasance or covenant defeasance: (a) the Company shall Issuer must irrevocably have deposited deposit or caused cause to be deposited in trust with the Trustee (or another trustee satisfying the requirements of Section 9.09 who shall agree to comply with the provisions of such other entity designated or appointed by it for this ARTICLE Twelve applicable to it) as trust funds in trust purpose), for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the holders of such Securitiesthe Notes, (1) money cash in an amountdollars, or (2) non-callable U.S. Government Obligations 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, money in an amount, or (3) a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally internationally recognized investment bank, appraisal firm or firm of independent public accountants accountants, to pay and discharge the principal of, premium, if any, and interest, on the outstanding Notes on the Stated Maturity or on the applicable redemption date, as the case may be, and the Issuer must (i) specify whether the Notes are being defeased to such Stated Maturity or to a nationally recognized investment banking firm particular redemption date; and (ii) if applicable, have delivered to the Trustee an irrevocable notice to redeem all the outstanding Notes of such principal, premium, if any, or interest; (b) in the case of Legal Defeasance under Section 8.02, the Issuer must have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Company expressed Trustee stating that (i) the 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 applicable U.S. federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the beneficial owners of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a written certification thereof result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in the case of Covenant Defeasance under Section 8.03, the Issuer must have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee to the effect that the beneficial owners of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) the Issuer must have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the holders of the Notes over the other creditors of the Issuer with the intent of defeating, hindering, delaying or defrauding creditors of the Issuer or others; (e) the Issuer must have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, reasonably acceptable to the Trustee, subject to customary assumptions and qualifications, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with. (f) If the funds deposited with the Trustee to effect Covenant Defeasance are insufficient to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (A) the principal of (and of, premium, if any) and each installment of principal of (and premium, if any) and interest on the Outstanding Securities Notes when due because of any acceleration occurring after an Event of Default, then the Issuer will remain liable for such series on any Redemption Date, if the Company has irrevocably elected to cause the Outstanding Securities of such series subject to redemption to be redeemed on a specific Redemption Date by giving notice to the Trustee of such election at the time it exercises its option pursuant to Section 12.02, or on the Stated Maturity of such principal or installment of principal or interest and (B) any mandatory sinking fund payments or analogous payments applicable to the Outstanding Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities. For this purpose, “U.S. Government Obligations” means securities that are (x) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (y) obligations of a Person Controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receiptpayments.

Conditions to Defeasance. The following shall be the conditions to application of Section 12.02 1302 or Section 1303 to the Outstanding any Securities or any series of such seriesSecurities: (a1) the Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 9.09 609 who shall agree to comply with the provisions of this ARTICLE Twelve Article Thirteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the holders Holders of such Securities, (1A) money in an amount, or (2B) U.S. Government Obligations 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, money in an amount, or (3C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm acceptable to the Company expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, (A) the principal of (and premium, if any) and each installment of principal of (and premium, if any) any premium and interest on the Outstanding such Securities of such series on any Redemption Date, if the Company has irrevocably elected to cause the Outstanding Securities of such series subject to redemption to be redeemed on a specific Redemption Date by giving notice to the Trustee of such election at the time it exercises its option pursuant to Section 12.02, or on the respective Stated Maturity of such principal or installment of principal or interest and (B) any mandatory sinking fund payments or analogous payments applicable to the Outstanding Securities of such series on the day on which such payments are due and payable Maturities in accordance with the terms of this Indenture and of such Securities. For this purpose, “"U.S. Government Obligations” " means securities that are (x) any security which is (i) a direct obligations obligation of the United States of America for the payment of which its full faith and credit is pledged or (yii) obligations an obligation of a Person Controlled controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either casecase (i) or (ii), are is not callable or redeemable at the option of the issuer thereof, and shall also include a (y) any depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amendedAct) as custodian with respect to any such U.S. Government Obligation which is specified in Clause (x) above and held by such bank for the account of the holder of such depositary receipt, or a with respect to any specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receiptwhich is so specified and held, provided that (except as -------- required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receipt.

Conditions to Defeasance. The following shall be the conditions to application of Section 12.02 to the Outstanding Securities of such seriesCompany may exercise its legal defeasance option or its covenant defeasance option only if: (ai) the Company shall irrevocably have deposited deposits or caused causes to be deposited in trust with the Trustee (money or another trustee satisfying the requirements of Section 9.09 who shall agree to comply with the provisions of this ARTICLE Twelve applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the holders of such Securities, (1) money in an amount, or (2) non-callable U.S. Government Obligations or a combination thereof which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provideprovide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all outstanding Notes (except Notes replaced pursuant to Section 2.6 or delivered to the Trustee for cancellation) to maturity or redemption, not later than one day before as the due date of any payment, money in an amount, or case may be; (3ii) the Company delivers to the Trustee a combination thereof, sufficient, in the opinion of certificate from a nationally recognized firm of independent public accountants expressing their view that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all outstanding Notes (except Notes replaced pursuant to Section 2.6 or a nationally recognized investment banking firm acceptable to the Company 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 trusteefor cancellation) to pay and dischargematurity or redemption, as the case may be; (Aiii) the principal no default or Event of (and premium, if any) and each installment of principal of (and premium, if any) and interest on the Outstanding Securities of such series on any Redemption Date, if the Company has irrevocably elected to cause the Outstanding Securities of such series subject to redemption to be redeemed on a specific Redemption Date by giving notice Default with respect to the Trustee of such election Notes shall have occurred and be continuing at the time it exercises its option pursuant to Section 12.02, or on of the Stated Maturity of such principal or installment of principal or interest and deposit described in clause (Bi) any mandatory sinking fund payments or analogous payments applicable to the Outstanding Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of Section 8.2; (iv) such Securities. For this purpose, “U.S. Government Obligations” means securities that are (x) direct obligations legal defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest for purposes of the United States of America for the payment of which its full faith and credit is pledged or (y) obligations of a Person Controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian TIA with respect to any securities of the Company; (v) such U.S. Government Obligation legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute default under any other agreement or instrument to which the Company or any Guarantor is a party or by which they are bound; (vi) in the case of the Company's election of legal defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel from a nationally recognized counsel acceptable to the Trustee or a specific payment tax ruling to the effect that the Holders of principal the outstanding Notes or Persons in their positions will not recognize income, gain or loss for Federal income tax purposes solely as a result of such legal defeasance and will be subject to Federal income tax on the same amount, in the same manner, including as a result of prepayment, and at the same times as would have been the case if such legal defeasance had not occurred; (vii) in the case of the Company's election of covenant defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Notes will not recognize income, gain or interest loss for Federal income tax purposes as a result of such covenant defeasance and will be subject to Federal income tax on any the same amounts, in the same manner and at the same times as would have been the case if such U.S. Government Obligation held covenant defeasance had not occurred; and (viii) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent to the defeasance and discharge of the Notes as contemplated by such custodian this Article 8 have been complied with. Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the account redemption of the holder of such depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian Notes at a future date in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receiptaccordance with Article 3.

Conditions to Defeasance. The following shall be the conditions to application of Section 12.02 to the Outstanding Securities of such seriesCompany may exercise its legal defeasance option or its covenant defeasance option only if: (a) the Company shall irrevocably have deposited or caused to be deposited deposits in trust with the Trustee (or another trustee satisfying the requirements of Section 9.09 who shall agree to comply with the provisions of this ARTICLE Twelve applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the holders of such Securities, (1) money in an amountamount sufficient or U.S. Government Obligations, the principal of and interest on which will be sufficient, or (2) U.S. Government Obligations 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, money in an amount, or (3) a combination thereof, thereof sufficient, in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm acceptable to the Company expressed in a written certification thereof delivered to the Trusteeaccountants, to pay and dischargethe principal of, and which shall be applied by the Trustee premium (or other qualifying trustee) to pay and discharge, (A) the principal of (and premium, if any) and each installment of principal of (and premium, if any) and interest on the Outstanding Securities relevant series of Notes when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (b) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of such series of Notes will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal income tax on any Redemption Datethe 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; (c) in the case of the covenant defeasance option, the Company has irrevocably elected shall have delivered to cause the Outstanding Securities Trustee an Opinion of Counsel to the effect that the Holders of such series of Notes will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and defeasance and will be subject to redemption Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (d) the deposit does not constitute a default under any other material agreement binding on the Company (other than that resulting with respect to any Indebtedness being defeased from any borrowing of funds to be redeemed on a specific Redemption Date by giving notice applied to make the deposit required to effect such legal defeasance option or covenant defeasance option and any similar and simultaneous deposit relating to such Indebtedness, and the granting of Liens in connection therewith); (e) the Company delivers to the Trustee an Opinion of such election at Counsel to the time it exercises its option pursuant to Section 12.02effect that the trust resulting from the deposit does not constitute, or on is qualified as, a regulated investment company under the Stated Maturity Investment Company Act of such principal or installment of principal or interest and 1940; and (Bf) any mandatory sinking fund payments or analogous payments applicable the Company delivers to the Outstanding Securities Trustee an Officers’ Certificate and an Opinion of such series on Counsel, each stating that all conditions precedent to the day on which such payments are due defeasance and payable in accordance discharge of the Notes as contemplated by this Article Eight have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause (b) above with respect to a defeasance need not to be delivered if all Notes not therefore delivered to the terms of this Indenture and of such Securities. For this purpose, “U.S. Government Obligations” means securities that are Trustee for cancellation (x) direct obligations of the United States of America for the payment of which its full faith have become due and credit is pledged payable, or (y) obligations will become due and payable at Stated Maturity within one year under arrangements satisfactory to the Trustee for the giving of a Person Controlled or supervised notice of redemption by the Trustee in the name, and acting as an agency or instrumentality at the expense, of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receiptCompany.

Conditions to Defeasance. The following shall be the conditions In order to application of Section 12.02 exercise either Legal Defeasance or Covenant Defeasance with respect to the Outstanding Securities of such seriesoutstanding Notes: (a) the Company shall must irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 9.09 who shall agree to comply with the provisions of this ARTICLE Twelve applicable to it) as trust funds Paying Agent in trust for the purpose of making the following paymentspayment, specifically pledged as security for, and dedicated solely toto the benefit of, the benefit of the holders Holders of such Securities, Notes: (1) money in euro in an amount, or (2) U.S. European Government Obligations Obligations, 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, money in an amount, amount or (3) a combination thereof, sufficientin each case sufficient without reinvestment, in the opinion of a nationally recognized firm of independent public accountants (or, if two or a more nationally recognized investment banking firm acceptable firms of independent public accountants decline to issue such opinion after the Company has made reasonable efforts to obtain such an opinion, in the opinion of the Company's chief financial officer) expressed in a written certification thereof delivered to the TrusteeTrustee and Paying Agent and in form and substance reasonably acceptable to the Trustee and Paying Agent, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) and Paying Agent to pay and discharge, (A) the entire indebtedness in respect of the principal of (and premium, if any) and each installment of principal of (and premium, if any) and interest on such Notes on the Outstanding Securities of such series on any Redemption Date, Stated Maturity thereof or (if the Company has irrevocably elected to cause the Outstanding Securities of such series subject to redemption to be redeemed on a specific Redemption Date by giving notice made irrevocable arrangements satisfactory to the Trustee for the giving of such election notice of redemption by the Trustee in the name and at the time it exercises its option pursuant to Section 12.02expense of the Company) the Redemption Date thereof, or on as the Stated Maturity of such principal or installment of principal or interest and (B) any mandatory sinking fund payments or analogous payments applicable to the Outstanding Securities of such series on the day on which such payments are due and payable case may be, in accordance with the terms of this Indenture and the Notes; (b) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel satisfactory to the Trustee stating that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (2) since the date of this Indenture, there has been a change in the applicable United States federal income tax law, in either case (1) or (2) to the effect that, and based thereon such opinion shall confirm that, the Holders of the Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit and Legal Defeasance to be effected with respect to such Notes and will be subject to United States federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Legal Defeasance were not to occur; (c) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel satisfactory to the Trustee to the effect that the Holders of such Securitiesoutstanding Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Notes and will be subject to United States federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur; (d) no Default or Event of Default with respect to the outstanding Notes shall have occurred and be continuing at the time of such deposit after giving effect thereto (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 Debt) and the granting of any Lien to secure such borrowing); (e) 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 Notes are in default within the meaning of the Trust Indenture Act); (f) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or material instrument (other than this Indenture) to which the Company is a party or by which the Company is bound (other than a default or event of default under any such other instrument resulting from borrowing funds to be applied to make the deposit under this Indenture in connection with the legal defeasance or covenant defeasance (and any similar concurrent deposit relating to other Debt) and the granting of Liens in connection therewith); and (g) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel in form and substance reasonably acceptable to the Trustee, each stating that all conditions precedent with respect to such Legal Defeasance or Covenant Defeasance have been complied with. For Notwithstanding the foregoing, the Opinion of Counsel required by clause (b) of this purpose, “U.S. Government Obligations” means securities that are Section 9.02 with respect to a Legal Defeasance need not to be delivered if all Notes not previously delivered to the Trustee for cancellation (x) direct obligations of the United States of America for the payment of which its full faith have become due and credit is pledged payable, or (y) obligations will become due and payable within one year at Stated Maturity or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of a Person Controlled or supervised notice of redemption by the Trustee in the name, and acting as an agency or instrumentality at the expense, of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receiptCompany.

Conditions to Defeasance. The following shall be the conditions to application of Section 12.02 to the Outstanding Securities of such series: (a) The Issuer may exercise Legal Defeasance or Covenant Defeasance only if: (1) the Company shall Issuer must irrevocably have deposited or caused to be deposited deposit with the Trustee (or another trustee satisfying the requirements of Section 9.09 who shall agree to comply with the provisions of this ARTICLE Twelve applicable to it) as trust funds Trustee, in trust trust, for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the holders of such Holders, cash in U.S. dollars, U.S. dollar-denominated Government Securities, (1) money in an amount, or (2) U.S. Government Obligations 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, money in an amount, or (3) a combination thereof, in such amounts and with such maturities as will be sufficient, without consideration of any reinvestment of interest, in the opinion of a nationally recognized firm of independent public accountants accountants, investment bank or a nationally recognized investment banking firm acceptable to the Company expressed in a written certification thereof delivered to the Trusteeappraisal firm, to pay and discharge, and which shall be applied by the Trustee pay: (or other qualifying trustee) to pay and discharge, (Aa) the principal of (and of, premium, if any) and each installment of principal of (and premium, if any) and interest due on the Outstanding Securities of such series Notes on any the stated maturity date or on a specified Redemption Date, as the case may be, and (b) if applicable, interest due on the Company has irrevocably elected Notes on any intervening interest payment date, and the Issuer must specify whether such Notes are being defeased to cause maturity or to a specified Redemption Date; provided, that upon any redemption that requires the Outstanding Securities payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of deposit, with any deficit as of the Redemption Date (any such series subject to redemption amount, the “Applicable Premium Deficit”) required to be redeemed deposited with the Trustee on a specific or prior to the Redemption Date by giving notice Date. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such election at the time it exercises its option pursuant to Section 12.02, or on the Stated Maturity of Applicable Premium Deficit that confirms that such principal or installment of principal or interest and (B) any mandatory sinking fund payments or analogous payments applicable to the Outstanding Securities of Applicable Premium Deficit shall be applied toward such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities. For this purpose, “U.S. Government Obligations” means securities that are (x) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (y) obligations of a Person Controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receiptredemption.

Conditions to Defeasance. The following shall be the conditions In order to application of Section 12.02 exercise either Legal Defeasance or Covenant Defeasance with respect to the Outstanding Securities of such seriesoutstanding Notes: (a) the Company shall must irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 9.09 who shall agree to comply with the provisions of this ARTICLE Twelve 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, to the benefit benefits of the holders Holders of such Securities, Notes: (1) money in an amount, or (2) U.S. Government Obligations Obligations, 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, money in an amount, amount or (3) a combination thereof, sufficientin each case sufficient without reinvestment, in the opinion of a nationally recognized firm of independent public accountants (or, if two or a more nationally recognized investment banking firm acceptable firms of independent public accountants decline to issue such opinion after the Company has made reasonable efforts to obtain such an opinion, in the opinion of the Company’s chief financial officer) expressed in a written certification thereof delivered to the Trustee and in form and substance reasonably acceptable to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (A) the entire indebtedness in respect of the principal of (and premium, if any) and each installment of principal of (and premium, if any) and interest on such Notes on the Outstanding Securities of such series on any Redemption Date, Stated Maturity thereof or (if the Company has irrevocably elected to cause the Outstanding Securities of such series subject to redemption to be redeemed on a specific Redemption Date by giving notice made irrevocable arrangements satisfactory to the Trustee for the giving of such election notice of redemption by the Trustee in the name and at the time it exercises its option pursuant to Section 12.02ex- pense of the Company) the Redemption Date thereof, or on as the Stated Maturity of such principal or installment of principal or interest and (B) any mandatory sinking fund payments or analogous payments applicable to the Outstanding Securities of such series on the day on which such payments are due and payable case may be, in accordance with the terms of this Indenture and the Notes; (b) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel satisfactory to the Trustee stating that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (2) since the date of this Indenture, there has been a change in the applicable United States federal income tax law, in either case (1) or (2) to the effect that, and based thereon such opinion shall confirm that, the Holders of the Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit and Legal Defeasance to be effected with respect to such Notes and will be subject to United States federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Legal Defeasance were not to occur; (c) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Securitiesoutstanding Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Notes and will be subject to United States federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur; (d) no Default or Event of Default with respect to the outstanding Notes shall have occurred and be continuing at the time of such deposit after giving effect thereto (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 Debt) and the granting of any Lien to secure such borrowing); (e) 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 Notes are in default within the meaning of such Act); (f) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or material instrument (other than this Indenture) to which the Company is a party or by which the Company is bound (other than a default or event of default under any such other instrument resulting from borrowing funds to be applied to make the deposit under this Indenture in connection with the legal defeasance or covenant defeasance (and any similar concurrent deposit relating to other Debt) and the granting of Liens in connection therewith); and (g) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel in form and substance reasonably acceptable to the Trustee, each stating that all conditions precedent with respect to such Legal Defeasance or Covenant Defeasance have been complied with. For Notwithstanding the foregoing, the Opinion of Counsel required by clause (b) of this purpose, “U.S. Government Obligations” means securities that are Section 9.02 with respect to a Legal Defeasance need not to be delivered if all Notes not previously delivered to the Trustee for cancellation (x) direct obligations of the United States of America for the payment of which its full faith have become due and credit is pledged payable, or (y) obligations will become due and payable within one year at Stated Maturity or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of a Person Controlled or supervised notice of redemption by the Trustee in the name, and acting as an agency or instrumentality at the expense, of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receiptCompany.

Conditions to Defeasance. The following shall be the conditions to application of Section 12.02 to the Outstanding Securities of such seriesCompany may exercise its Legal Defeasance option or its Covenant Defeasance option only if: (a) the Company shall (i) irrevocably have deposited or caused to be deposited deposits with the Trustee (or another trustee satisfying the requirements of Section 9.09 who shall agree to comply with the provisions of this ARTICLE Twelve applicable to it) as trust funds Trustee, in trust trust, for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the holders of such SecuritiesHolders, (1) money in an amountU.S. Legal Tender, or (2) U.S. Government Obligations 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, money in an amount, or (3) a combination thereof, sufficientin such amounts as will be sufficient without reinvestment to pay the principal of, in premium, if any, and interest (including Additional Amounts) on the opinion Notes on the stated date for payment thereof or on the applicable Redemption Date, as the case may be, and (ii) delivers to the Trustee an Opinion of Counsel or a certificate of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm acceptable to the Company expressed in a written certification thereof delivered to effect that the Trustee, to pay and discharge, and which shall be applied amount deposited by the Trustee (or other qualifying trustee) Company is sufficient to pay and discharge, (A) provide payment for the principal of (and of, premium, if any) and each installment of principal of (and premium, if any) and interest (including Additional Amounts) on the Outstanding Securities of such series Notes on any the stated date for payment thereof or on the applicable Redemption Date, if as the case may be; (b) in the case of Legal Defeasance, the Company has irrevocably elected to cause the Outstanding Securities of such series subject to redemption to be redeemed on a specific Redemption Date by giving notice delivered to the Trustee an Opinion of such election at the time it exercises its option pursuant to Section 12.02, or on the Stated Maturity of such principal or installment of principal or interest and (B) any mandatory sinking fund payments or analogous payments applicable to the Outstanding Securities of such series on the day on which such payments are due and payable Counsel from counsel in accordance with the terms of this Indenture and of such Securities. For this purpose, “U.S. Government Obligations” means securities that are (x) direct obligations of the United States reasonably acceptable to the Trustee and independent of America the Company to the effect that: (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or (ii) since the Issue Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall state that, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the payment same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in the case of which its full faith and credit is pledged or (y) obligations Covenant Defeasance, the Company has delivered to the Trustee an Opinion of a Person Controlled or supervised by and acting as an agency or instrumentality of Counsel in the United States of America reasonably acceptable to the payment of which is unconditionally guaranteed Trustee to the effect that the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a full faith result of such Covenant Defeasance and credit obligation will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing on the date of the deposit pursuant to paragraph (a) above (except any Default or Event of Default resulting from the failure to comply with Section 3.8 as a result of the borrowing of the funds required to effect such deposit) and, insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 183rd day after the date of deposit, and the Trustee has received Officers’ Certificates to such effect on the date of such deposit; (e) the Trustee has received an Officers’ Certificate stating that such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under this Indenture or any other material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (f) the Company has delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the United States Company with the intent of America, which, in either case, are not callable or redeemable at preferring the option Holders over any other creditors of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) Company or any Subsidiary of the Securities Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others; (g) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel reasonably acceptable to the Trustee and independent of the Company, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; (h) the Company has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee and independent of the Company, to the effect that after the passage of 123 days following the deposit, the trust funds will not be subject to the effect of Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law; and (i) the Company has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee and independent of the Company to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1933, as amended) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receipt1940.

Conditions to Defeasance. The following shall be the conditions In order to application of Section 12.02 exercise either Legal Defeasance or Covenant Defeasance with respect to the Outstanding Securities of such seriesoutstanding Notes: (a) the Company shall must irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 9.09 who shall agree to comply with the provisions of this ARTICLE Twelve applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely toto the benefit of, the benefit Holders of the holders of such Securities, Notes: (1) money in cash in U.S. Dollars in an amount, or (2) U.S. Government Obligations Obligations, 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, money in an amount, amount or (3) a combination thereof, sufficientin each case sufficient without reinvestment, in the opinion of a nationally recognized firm of independent public accountants in the case of U.S. Government Obligations (or, if two or a more nationally recognized investment banking firm acceptable firms of independent public accountants decline to issue such opinion after the Company has made reasonable efforts to obtain such an opinion, in the opinion of the Company’s chief financial officer) expressed in a written certification thereof delivered to the Trustee in form and substance reasonably acceptable to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (A) the entire indebtedness in respect of the principal of (and premium, if any) and each installment of principal of (and premium, if any) and interest on the Outstanding Securities of such series Notes on any Redemption Date, the Stated Maturity thereof or (if the Company has irrevocably elected to cause the Outstanding Securities of such series subject to redemption to be redeemed on a specific Redemption Date by giving notice made irrevocable arrangements satisfactory to the Trustee for the giving of such election notice of redemption by the Trustee in the name and at the time it exercises its option pursuant to Section 12.02expense of the Company) the Redemption Date thereof, or on as the Stated Maturity of such principal or installment of principal or interest and (B) any mandatory sinking fund payments or analogous payments applicable to the Outstanding Securities of such series on the day on which such payments are due and payable case may be, in accordance with the terms of this Indenture and the Notes; (b) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel satisfactory to the Trustee stating that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (2) since the date of this Indenture, there has been a change in the applicable United States federal income tax law, in either case (1) or (2) to the effect that, and based thereon such opinion shall confirm that, the Holders of the Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit and Legal Defeasance to be effected with respect to such Notes and will be subject to United States federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Legal Defeasance were not to occur; (c) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Securitiesoutstanding Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Notes and will be subject to United States federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur; (d) no Default or Event of Default with respect to the outstanding Notes shall have occurred and be continuing at the time of such deposit after giving effect thereto (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 Debt) and the granting of any Lien to secure such borrowing); (e) 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 Notes are in default within the meaning of the Trust Indenture Act); (f) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or material instrument (other than this Indenture) to which the Company is a party or by which the Company is bound (other than a default or event of default under any such other instrument resulting from borrowing funds to be applied to make the deposit under this Indenture in connection with the legal defeasance or covenant defeasance (and any similar concurrent deposit relating to other Debt) and the granting of Liens in connection therewith); and (g) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel in form and substance reasonably acceptable to the Trustee, each stating that all conditions precedent with respect to such Legal Defeasance or Covenant Defeasance have been complied with. For Notwithstanding the foregoing, the Opinion of Counsel required by clause (b) of this purpose, “U.S. Government Obligations” means securities that are Section 9.02 with respect to a Legal Defeasance need not to be delivered if all Notes not previously delivered to the Trustee for cancellation (x) direct obligations of the United States of America for the payment of which its full faith have become due and credit is pledged payable, or (y) obligations will become due and payable within one year at Stated Maturity or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of a Person Controlled or supervised notice of redemption by the Trustee in the name, and acting as an agency or instrumentality at the expense, of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receiptCompany.

Conditions to Defeasance. (a) The following shall be the conditions to application of Section 12.02 Issuer may exercise its legal defeasance option or its covenant defeasance option, in each case, with respect to the Outstanding Securities of such seriesonly if: (ai) the Company shall Issuer irrevocably have deposited or caused to be deposited deposits in trust with the Trustee (or another trustee satisfying the requirements of Section 9.09 who shall agree to comply with the provisions of this ARTICLE Twelve applicable to it) as trust funds cash in trust for the purpose of making the following paymentsU.S. Dollars, specifically pledged as security for, and dedicated solely to, the benefit of the holders of such Securities, (1) money in an amount, or (2) U.S. Government Obligations which through the scheduled payment of principal and interest in respect or a combination thereof in accordance with their terms an amount sufficient or U.S. Government Obligations, the principal of and the interest on which will provide, not later than one day before the due date of any payment, money in an amountbe sufficient, or (3) a combination thereof, thereof sufficient, in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm acceptable to the Company 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, (A) the principal of and premium (and premium, if any) and each installment of principal of (and premium, if any) and interest on the Outstanding Securities when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; provided that upon any redemption that requires the payment of such series on the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Redemption Date, if deficit as of the Company has irrevocably elected to cause date of the Outstanding Securities of such series subject to redemption only required to be redeemed deposited with the Trustee on a specific Redemption Date by giving notice or prior to the date of the redemption; (ii) the Issuer delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, and interest when due on all the Securities to maturity or redemption, as the case may be; provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (iii) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(f) or (g) with respect to the Issuer occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other agreement binding on the Issuer; (v) in the case of the legal defeasance option, the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (1) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such election deposit and defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the time it exercises its option pursuant to Section 12.02same times as would have been the case if such deposit and defeasance had not occurred, or on provided that such Opinion of Counsel shall not be required by this clause (v) if all the Stated Maturity of such principal or installment of principal or interest and (B) any mandatory sinking fund payments or analogous payments applicable Securities not theretofore delivered to the Outstanding Securities of such series on the day on which such payments are Trustee for cancellation (x) have become due and payable in accordance with the terms of this Indenture and of such Securities. For this purpose, “U.S. Government Obligations” means securities that are (x) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (y) obligations will become due and payable at their Stated Maturity within one year under arrangements satisfactory to the Trustee for the giving of a Person Controlled or supervised notice of redemption by the Trustee in the name, and acting as an agency or instrumentality at the expense, of the United States Issuer; (vi) such exercise does not impair the right of America the any Holder to receive payment of which is unconditionally guaranteed principal, premium, if any, and interest on such Holder’s Securities on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such Holder’s Securities; (vii) in the case of the covenant defeasance option, the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for Federal income tax purposes as a full faith result of such deposit and credit obligation by defeasance and will be subject to Federal income tax on the United States of America, whichsame amounts, in either case, are not callable or redeemable the same manner and at the option same times as would have been the case if such deposit and defeasance had not occurred; and (viii) he Issuer delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the issuer thereof, defeasance and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) discharge of the Securities Act of 1933to be so defeased and discharged as contemplated by this Article 8 have been complied with. (b) Before or after a deposit, as amended) as custodian with respect the Issuer may make arrangements satisfactory to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian the Trustee for the account of the holder redemption of such depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian Securities at a future date in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receiptaccordance with Article 3.

Conditions to Defeasance. (a) The following shall be the conditions to application of Section 12.02 to the Outstanding Securities of such seriesIssuer may exercise its legal defeasance option or its covenant defeasance option only if: (ai) the Company shall Issuer irrevocably have deposited or caused to be deposited deposits in trust with the Trustee (or another trustee satisfying the requirements of Section 9.09 who shall agree to comply with the provisions of an entity designated or appointed (as agent) by it for this ARTICLE Twelve applicable to itpurpose) as trust funds cash in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the holders of such Securities, (1) money in an amount, U.S. Dollars or (2) U.S. Government Obligations which through or a combination thereof sufficient (as determined by the scheduled Issuer in good faith), for the payment of principal and interest in respect thereof in accordance with their terms will provideprincipal, not later than one day before the due date of any payment, money in an amount, or premium (3) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm acceptable to the Company 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, (A) the principal of (and premium, if any) and each installment of principal of (and premium, if any) and interest on the Outstanding Securities of such series on any Redemption Date, if the Company has irrevocably elected to cause the Outstanding Securities of such series subject Notes to redemption to be redeemed on a specific Redemption Date by giving notice or maturity, as the case may be; (ii) the Issuer delivers to the Trustee an Officer’s Certificate stating that the deposit was not made with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or any Guarantors or others; (iii) the deposit does not constitute a default under any other material agreement or contract relating to Indebtedness binding on the Issuer (other than a default resulting from borrowing funds to be applied to make the deposit required to effect such legal defeasance or covenant defeasance and any similar and simultaneous deposit relating to such other Indebtedness and, in each case, the granting of Liens in connection therewith); (iv) the Issuer shall have delivered to the Trustee an Opinion of Counsel, subject to customary assumptions and exclusions to the effect that the beneficial owners of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such election 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 time it exercises its same times as would have been the case if such deposit and defeasance had not occurred (and, in the case of the legal defeasance option pursuant to Section 12.02only, such Opinion of Counsel must be based on a ruling received from, or on published by, the Stated Maturity of such principal Internal Revenue Service or installment of principal or interest and a change in applicable U.S. federal income tax law); and (Bv) any mandatory sinking fund payments or analogous payments applicable the Issuer delivers to the Outstanding Securities Trustee an Officer’s Certificate and an Opinion of such series on Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions), each stating that all conditions precedent to the day on which such payments defeasance and discharge of the Notes to be so defeased and discharged as contemplated by this Article 8 have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by Section 8.02(a)(iv) above need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (x) are due and payable in accordance with the terms of this Indenture and of such Securities. For this purpose, “U.S. Government Obligations” means securities that are (x) direct obligations of the United States of America for the payment of which its full faith and credit is pledged within one year or (y) obligations have been or will become due and payable within one year under arrangements satisfactory to the Trustee for the giving of a Person Controlled or supervised notice of redemption by the Trustee in the name, and acting as an agency or instrumentality at the expense, of the United States Issuer. In addition, the Issuer will deliver to the Trustee an Officer’s Certificate and an Opinion of America Counsel (which may be subject to customary assumptions and exclusions) each stating that all conditions precedent under this Indenture relating to the payment of which is unconditionally guaranteed as legal defeasance or covenant defeasance have been complied with. (b) Before or after a full faith and credit obligation by deposit, the United States of America, which, in either case, are not callable or redeemable at Issuer may make arrangements satisfactory to the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian Trustee for the account of the holder redemption of such depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian Notes at a future date in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receiptaccordance with Article 3.

Conditions to Defeasance. The following shall be the conditions In order to application of Section 12.02 exercise either Legal Defeasance or Covenant Defeasance with respect to the Outstanding Securities of such seriesoutstanding Notes: (a) the Company shall must irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 9.09 who shall agree to comply with the provisions of this ARTICLE Twelve 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, to the benefit benefits of the holders Holders of such Securities, Notes: (1) money in an amount, or (2) U.S. Government Obligations Obligations, 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, money in an amount, amount or (3) a combination thereof, sufficientin each case sufficient without reinvestment, in the opinion of a nationally recognized firm of independent public accountants (or, if two or a more nationally recognized investment banking firm acceptable firms of independent public accountants decline to issue such opinion after the Company has made reasonable efforts to obtain such an opinion, in the opinion of the Company’s chief financial officer) expressed in a written certification thereof delivered to the Trustee and in form and substance reasonably acceptable to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (A) the entire indebtedness in respect of the principal of (and premium, if any) and each installment of principal of (and premium, if any) and interest on such Notes on the Outstanding Securities of such series on any Redemption Date, Stated Maturity thereof or (if the Company has irrevocably elected to cause the Outstanding Securities of such series subject to redemption to be redeemed on a specific Redemption Date by giving notice made irrevocable arrangements satisfactory to the Trustee for the giving of such election notice of redemption by the Trustee in the name and at the time it exercises its option pursuant to Section 12.02expense of the Company) the Redemption Date thereof, or on as the Stated Maturity of such principal or installment of principal or interest and (B) any mandatory sinking fund payments or analogous payments applicable to the Outstanding Securities of such series on the day on which such payments are due and payable case may be, in accordance with the terms of this Indenture and the Notes; (b) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel satisfactory to the Trustee stating that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (2) since the date of this Indenture, there has been a change in the applicable United States federal income tax law, in either case (1) or (2) to the effect that, and based thereon such opinion shall confirm that, the Holders of the Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit and Legal Defeasance to be effected with respect to such Notes and will be subject to United States federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Legal Defeasance were not to occur; (c) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Securitiesoutstanding Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Notes and will be subject to United States federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur; (d) no Default or Event of Default with respect to the outstanding Notes shall have occurred and be continuing at the time of such deposit after giving effect thereto (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 Debt) and the granting of any Lien to secure such borrowing); (e) 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 Notes are in default within the meaning of such Act); (f) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or material instrument (other than this Indenture) to which the Company is a party or by which the Company is bound (other than a default or event of default under any such other instrument resulting from borrowing funds to be applied to make the deposit under this Indenture in connection with the legal defeasance or covenant defeasance (and any similar concurrent deposit relating to other Debt) and the granting of Liens in connection therewith); and (g) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel in form and substance reasonably acceptable to the Trustee, each stating that all conditions precedent with respect to such Legal Defeasance or Covenant Defeasance have been complied with. For Notwithstanding the foregoing, the Opinion of Counsel required by clause (b) of this purpose, “U.S. Government Obligations” means securities that are Section 9.02 with respect to a Legal Defeasance need not to be delivered if all Notes not previously delivered to the Trustee for cancellation (x) direct obligations of the United States of America for the payment of which its full faith have become due and credit is pledged payable, or (y) obligations will become due and payable within one year at Stated Maturity or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of a Person Controlled or supervised notice of redemption by the Trustee in the name, and acting as an agency or instrumentality at the expense, of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receiptCompany.

Conditions to Defeasance. The following shall be the conditions In order to application of Section 12.02 to the Outstanding Securities of such seriesexercise either Legal Defeasance or Covenant Defeasance: (a) the Company shall Issuer or the Parent Guarantor must irrevocably have deposited or caused to be deposited deposit with the Trustee (or another trustee satisfying such entity designated by the requirements of Section 9.09 who shall agree Trustee), in trust, (i) with respect to comply with the provisions of this ARTICLE Twelve applicable to it) as trust funds in trust Dollar Notes, for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the holders of such Securitiesthe Dollar Notes, (1) money cash in an amountU.S. Dollars, non-callable U.S. Government Obligations, or (2) a combination of cash in U.S. Dollars and non-callable U.S. Government Obligations which through Obligations, and (ii) with respect to the scheduled payment Euro Notes, for the benefit of principal and interest the holders of the Euro Notes, cash in respect thereof in accordance with their terms will provideEuros, not later than one day before the due date of any payment, money in an amountnon-callable European Government Obligations, or (3) a combination thereofof cash in Euros and non-callable European Government Obligations, in each case, in such amounts as shall be sufficient, in the opinion of a nationally recognized firm of independent public accountants accountants, to pay the principal of, and interest, premium and Additional Amounts, if any, on the outstanding Notes on the Stated Maturity or on the applicable redemption date, as the case may be, and the Issuer or the Parent Guarantor must specify whether the Notes are being defeased to maturity or to a nationally particular redemption date; (b) in the case of Legal Defeasance, the Issuer or the Parent Guarantor must have delivered to the Trustee an opinion of counsel of recognized investment banking firm standing with respect to U.S. federal income tax matters (reasonably acceptable to the Company expressed Trustee) confirming that (i) the Issuer has received from, or there has been published by, the U.S. Internal Revenue Service a ruling or (ii) since the Issue Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that (and based thereon such opinion shall confirm that) the beneficial owners of the outstanding Notes shall not recognize income, gain or loss for U.S. federal income tax purposes as a written certification thereof result of such Legal 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 Defeasance had not occurred; (c) in the case of Covenant Defeasance, the Issuer or the Parent Guarantor must have delivered to the Trustee an opinion of counsel of recognized standing with respect to U.S. federal income tax matters (reasonably acceptable to the Trustee) confirming that the beneficial owners of the outstanding Notes shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (e) such Legal Defeasance or Covenant Defeasance, including the deposit described in clause (a), above, shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Parent Guarantor or any of its Subsidiaries is a party or by which the Parent Guarantor or any of its Subsidiaries is bound; (f) the Issuer or the Parent Guarantor must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuer or the Parent Guarantor with the intent of preferring the holders of Notes over the other creditors of the Issuer or the Parent Guarantor with the intent of defeating, hindering, delaying or defrauding creditors of the Issuer or the Parent Guarantor or others; and (g) the Issuer or the Parent Guarantor must deliver to the Trustee an Officers’ Certificate and an opinion of counsel (and the Trustee shall rely on both absolutely), each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with. If the funds deposited with the Trustee to effect Covenant Defeasance are insufficient to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (A) the principal of (and of, premium, if any) and each installment of principal of (and premium, if any) and interest on the Outstanding Securities Notes when due because of any acceleration occurring after an Event of Default, then the Issuer and the Guarantors shall remain liable for such series on any Redemption Date, if the Company has irrevocably elected to cause the Outstanding Securities of such series subject to redemption to be redeemed on a specific Redemption Date by giving notice to the Trustee of such election at the time it exercises its option pursuant to Section 12.02, or on the Stated Maturity of such principal or installment of principal or interest and (B) any mandatory sinking fund payments or analogous payments applicable to the Outstanding Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities. For this purpose, “U.S. Government Obligations” means securities that are (x) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (y) obligations of a Person Controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receiptpayments.

Conditions to Defeasance. The following shall be the conditions In order to application of Section 12.02 to the Outstanding Securities of such seriesexercise either legal defeasance or covenant defeasance: (a) the Company shall Issuer must irrevocably have deposited deposit or caused cause to be deposited in trust with the Trustee (or another trustee satisfying the requirements of Section 9.09 who shall agree to comply with the provisions of this ARTICLE Twelve applicable to it) as trust funds in trust Trustee, for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the holders Holders of such Securitiesthe Notes, (1) money cash in an amountU.S. dollars, U.S. Government Obligations, or (2) U.S. Government Obligations 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, money in an amount, or (3) a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally an internationally recognized firm of independent public accountants or a nationally recognized investment banking firm acceptable to the Company expressed in a written certification thereof delivered to the Trusteeaccountants, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (A) discharge the principal of (and of, premium, if any, and interest, on the outstanding Notes on the Stated Maturity or if, at or prior to electing either legal defeasance or covenant defeasance, the Issuer has delivered to the Trustee an irrevocable notice to redeem all of the outstanding Notes, on the applicable redemption date; (b) in the case of legal defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee stating that (i) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of this Indenture, there has been a change in applicable U.S. federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such legal defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred; (c) in the case of covenant defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee to the effect that the Holders of the Notes outstanding will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; (d) in the case of covenant defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee to the effect that the Holders of the Notes outstanding will not recognize income, gain or loss for tax purposes of any Relevant Taxing Jurisdiction as a result of such covenant defeasance and will be subject to tax of any Relevant Taxing Jurisdiction 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; (e) no Default or Event of Default will have occurred and be continuing on the date of such deposit or, insofar as bankruptcy or insolvency events described in Section 6.01(a)(x) and each installment (xi) is concerned, at any time during the period ending on the 180th day after the date of such deposit; (f) such legal defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest as defined in this Indenture and for purposes of the Trust Indenture Act with respect to any of the Issuer's securities; (g) such legal defeasance or covenant defeasance will not result in a breach or violation of, or constitute a default (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) under, this Indenture or any material agreement or instrument to which the Issuer or any Restricted Subsidiary is a party or by which the Issuer or any Restricted Subsidiary is bound; (h) such defeasance or covenant defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the U.S. Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder; (i) the Issuer will have delivered to the Trustee an opinion of independent counsel in the country of the Issuer's incorporation to the effect that after the 180th day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and an Opinion of Counsel reasonably acceptable to the Trustee that the Trustee shall have a perfected security interest in such trust funds for the ratable benefit of the Holders; (j) the Issuer will have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders of the Notes with the intent of defeating, hindering, delaying or defrauding the Issuer's creditors or others, or removing the Issuer's assets beyond the reach of the Issuer's creditors or increasing the Issuer's debts to the detriment of the Issuer's creditors; (k) no event or condition shall exist that would prevent the Issuer from making payments of the principal of (and of, premium, if any) , and interest on the Outstanding Securities Notes on the date of such series deposit or at any time ending on any Redemption Date, if the Company has irrevocably elected to cause 180th day after the Outstanding Securities date of such series subject to redemption to be redeemed on a specific Redemption Date by giving notice deposit; and (l) the Issuer will have delivered to the Trustee an Officers' Certificate and an Opinion of such election at Counsel, each stating that all conditions precedent provided for relating to either the time it exercises its option pursuant to Section 12.02legal defeasance or the covenant defeasance, or on as the Stated Maturity of such principal or installment of principal or interest and (B) any mandatory sinking fund payments or analogous payments applicable to case may be, have been complied with. If the Outstanding Securities of such series on the day on which such payments are due and payable in accordance funds deposited with the terms of this Indenture and of such Securities. For this purposeTrustee to effect covenant defeasance are insufficient to pay the principal of, “U.S. Government Obligations” means securities that are (x) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (y) obligations of a Person Controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of Americapremium, which, in either case, are not callable or redeemable at the option of the issuer thereofif any, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by Notes when due because of any acceleration occurring after an Event of Default, then the Issuer shall remain liable for such depository receiptpayments.

Conditions to Defeasance. The following shall be the conditions In order to application of Section 12.02 exercise either Legal Defeasance or Covenant Defeasance with respect to the Outstanding Securities of such seriesoutstanding Notes: (a) the Company shall must irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 9.09 who shall agree to comply with the provisions of this ARTICLE Twelve 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, to the benefit benefits of the holders Holders of such Securities, Notes: (1) money in an amount, or (2) U.S. Government Obligations Obligations, 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, money in an amount, amount or (3) a combination thereof, sufficientin each case sufficient without reinvestment, in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm acceptable to the Company 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, (A) the entire indebtedness in respect of the principal of (and premium, if any) and each installment of principal of (and premium, if any) and interest on such Notes on the Outstanding Securities of such series on any Redemption Date, Stated Maturity thereof or (if the Company has irrevocably elected to cause the Outstanding Securities of such series subject to redemption to be redeemed on a specific Redemption Date by giving notice made irrevocable arrangements satisfactory to the Trustee for the giving of such election notice of redemption by the Trustee in the name and at the time it exercises its option pursuant to Section 12.02expense of the Company) the Redemption Date thereof, or on as the Stated Maturity of such principal or installment of principal or interest and (B) any mandatory sinking fund payments or analogous payments applicable to the Outstanding Securities of such series on the day on which such payments are due and payable case may be, in accordance with the terms of this Indenture and the Notes; (b) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (2) since the date of this Indenture, there has been a change in the applicable United States federal income tax law, in either case (1) or (2) to the effect that, and based thereon such opinion shall confirm that, the Holders of the Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit and Legal Defeasance to be effected with respect to such Notes and will be subject to United States federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Legal Defeasance were not to occur; (c) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Securitiesoutstanding Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Notes and will be subject to United States federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur; (d) no Default or Event of Default with respect to the outstanding Notes shall have occurred and be continuing at the time of such deposit after giving effect thereto; (e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or material instrument (other than this Indenture) to which the Company is a party or by which the Company is bound; and (f) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Legal Defeasance or Covenant Defeasance have been complied with. For Notwithstanding the foregoing, the Opinion of Counsel required by clause (b) of this purpose, “U.S. Government Obligations” means securities that are Section 9.02 with respect to a Legal Defeasance need not to be delivered if all Notes not previously delivered to the Trustee for cancellation (x) direct obligations of the United States of America for the payment of which its full faith have become due and credit is pledged payable, or (y) obligations will become due and payable within one year at Stated Maturity or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of a Person Controlled or supervised notice of redemption by the Trustee in the name, and acting as an agency or instrumentality at the expense, of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receiptCompany.

Conditions to Defeasance. The following shall be the conditions to application of Section 12.02 to the Outstanding Securities of such seriesCompany may exercise its legal defeasance option or its covenant defeasance option only if: (a) the Company irrevocably deposits in trust with the Trustee money in U.S. Dollars, U.S. Government Obligations or a combination thereof for the payment of principal of and interest (including premium, if any) on the Notes to maturity or a Redemption Date permitted under this Indenture; provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall irrevocably have be sufficient for purposes of this Indenture to the extent that an amount is deposited or caused with the Trustee equal to the Applicable Premium calculated as if the Redemption Date is the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the Redemption Date. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee at least two (2) Business Days prior to the Redemption Date that confirms that such Applicable Premium Deficit shall be applied toward such redemption; (b) the Company delivers to the Trustee a certificate of a nationally recognized accounting firm expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at the times and in amounts as will be sufficient to pay principal and interest (including premium, if any) when due on all the Notes to maturity or another trustee satisfying redemption, as the requirements case may be; (c) no Default or Event of Section 9.09 who shall agree to comply with Default has occurred and is continuing on the provisions date of this ARTICLE Twelve applicable to itthe deposit and after giving effect thereto; (d) as trust funds the deposit does not constitute a default under any other material agreement or instrument binding on the Company; (e) in trust for the purpose case of making the following payments, specifically pledged as security for, and dedicated solely tolegal defeasance option, the benefit Company delivers to the Trustee an Opinion of the holders of such Securities, Counsel stating that (1) money in an amountthe Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (2) U.S. Government Obligations which through since 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, money in an amount, or (3) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm acceptable to the Company 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, (A) the principal of (and premium, if any) and each installment of principal of (and premium, if any) and interest on the Outstanding Securities of such series on any Redemption Date, if the Company has irrevocably elected to cause the Outstanding Securities of such series subject to redemption to be redeemed on a specific Redemption Date by giving notice to the Trustee of such election at the time it exercises its option pursuant to Section 12.02, or on the Stated Maturity of such principal or installment of principal or interest and (B) any mandatory sinking fund payments or analogous payments applicable to the Outstanding Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities. For this purposethere has been a change in the applicable U.S. federal income tax law, “U.S. Government Obligations” means securities that are (x) direct obligations of to the United States of America for the payment of which its full faith and credit is pledged or (y) obligations of a Person Controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, whicheffect, in either case, are that, and based thereon the Opinion of Counsel shall confirm that, the beneficial owners of the Notes will not callable recognize income, gain or redeemable loss for U.S. federal income tax purposes as a result of the defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the option same times as would have been the case if the defeasance had not occurred; (f) in the case of the issuer thereofcovenant defeasance option, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) the Company delivers to the Trustee an Opinion of Counsel to the effect that the beneficial owners of the Securities Act Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of 1933that 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 amendedwould have been the case if that covenant defeasance had not occurred; and (g) 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 this Indenture and the Notes as custodian contemplated by this Article have been complied with. Simultaneous with respect a deposit, the Issuer may make arrangements satisfactory to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian the Trustee for the account redemption of the holder of such depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian Notes at a future date in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receiptaccordance with Article 3.

Conditions to Defeasance. The following shall be the conditions In order to application of Section 12.02 exercise either Legal Defeasance or Covenant Defeasance with respect to the Outstanding Securities of such seriesoutstanding Notes: (a) the Company shall must irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 9.09 who shall agree to comply with the provisions of this ARTICLE Twelve applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely toto the benefit of, the benefit of the holders Holders of such Securities, Notes: (1) money in cash in U.S. Dollars in an amount, or (2) U.S. Government Obligations Obligations, 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, money in an amount, amount or (3) a combination thereof, sufficientin each case sufficient without reinvestment, in the opinion of a nationally recognized firm of independent public accountants in the case of U.S. Government Obligations (or, if two or a more nationally recognized investment banking firm acceptable firms of independent public accountants decline to issue such opinion after the Company has made reasonable efforts to obtain such an opinion, in the opinion of the Company’s chief financial officer) expressed in a written certification thereof delivered to the Trustee in form and substance reasonably acceptable to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (A) the entire indebtedness in respect of the principal of (and premium, if any) and each installment of principal of (and premium, if any) and interest on such Notes on the Outstanding Securities of such series on any Redemption Date, Stated Maturity thereof or (if the Company has irrevocably elected to cause the Outstanding Securities of such series subject to redemption to be redeemed on a specific Redemption Date by giving notice made irrevocable arrangements satisfactory to the Trustee for the giving of such election notice of redemption by the Trustee in the name and at the time it exercises its option pursuant to Section 12.02expense of the Company) the Redemption Date thereof, or on as the Stated Maturity of such principal or installment of principal or interest and (B) any mandatory sinking fund payments or analogous payments applicable to the Outstanding Securities of such series on the day on which such payments are due and payable case may be, in accordance with the terms of this Indenture and the Notes; (b) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel satisfactory to the Trustee stating that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (2) since the date of this Indenture, there has been a change in the applicable United States federal income tax law, in either case (1) or (2) to the effect that, and based thereon such opinion shall confirm that, the Holders of the Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit and Legal Defeasance to be effected with respect to such Notes and will be subject to United States federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Legal Defeasance were not to occur; (c) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Securitiesoutstanding Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Notes and will be subject to United States federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur; (d) no Default or Event of Default with respect to the outstanding Notes shall have occurred and be continuing at the time of such deposit after giving effect thereto (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 Debt) and the granting of any Lien to secure such borrowing); (e) 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 Notes are in default within the meaning of the Trust Indenture Act); (f) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or material instrument (other than this Indenture) to which the Company is a party or by which the Company is bound (other than a default or event of default under any such other instrument resulting from borrowing funds to be applied to make the deposit under this Indenture in connection with the legal defeasance or covenant defeasance (and any similar concurrent deposit relating to other Debt) and the granting of Liens in connection therewith); and (g) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel in form and substance reasonably acceptable to the Trustee, each stating that all conditions precedent with respect to such Legal Defeasance or Covenant Defeasance have been complied with. For Notwithstanding the foregoing, the Opinion of Counsel required by clause (b) of this purpose, “U.S. Government Obligations” means securities that are Section 9.02 with respect to a Legal Defeasance need not to be delivered if all Notes not previously delivered to the Trustee for cancellation (x) direct obligations of the United States of America for the payment of which its full faith have become due and credit is pledged payable, or (y) obligations will become due and payable within one year at Stated Maturity or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of a Person Controlled or supervised notice of redemption by the Trustee in the name, and acting as an agency or instrumentality at the expense, of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receiptCompany.

Conditions to Defeasance. The following shall be the conditions to application of Section 12.02 to the Outstanding Securities of such seriesCompany may exercise its legal defeasance option or its covenant defeasance option only if: (ai) the Company shall must irrevocably have deposited or caused to be deposited deposit with the Trustee (or another trustee satisfying the requirements of Section 9.09 who shall agree to comply with the provisions of this ARTICLE Twelve applicable to it) as trust funds Trustee, in trust trust, for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the holders of such SecuritiesHolders, (1) money cash in an amountU.S. dollars, U.S. Government Obligations, or (2) a combination of cash in U.S. dollars and U.S. Government Obligations which through the scheduled payment of principal and interest Obligations, 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 (3) a combination thereof, such amounts as shall be sufficient, in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm acceptable to the Company expressed in a written certification thereof delivered to the Trusteeaccountants, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (A) the principal of (of, or interest and premium, if any) and each installment of principal of (and premium, if any) and interest on the Outstanding outstanding Securities of such series on any Redemption Date, if the Company has irrevocably elected to cause the Outstanding Securities of such series subject to redemption to be redeemed on a specific Redemption Date by giving notice to the Trustee of such election at the time it exercises its option pursuant to Section 12.02, or issued hereunder on the Stated Maturity or on the applicable Redemption Date, as the case may be, and the Company must specify whether the Securities are being defeased to maturity or to a particular Redemption Date; (ii) in the case of such principal or installment of principal or interest and (B) any mandatory sinking fund payments or analogous payments applicable legal defeasance, the Company has delivered to the Outstanding Securities Trustee an Opinion of such series on Counsel confirming that, subject to customary assumptions and exclusions, (a) the day on which such payments are due and payable in accordance with Company has received from, or there has been published by, the terms Internal Revenue Service a ruling or (b) since the date of this Indenture and of such Securities. For this purposeIndenture, “there has been a change in the applicable U.S. Government Obligations” means securities that are (x) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (y) obligations of a Person Controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, whichfederal income tax law, in either case, are not callable or redeemable at case to the option of the issuer thereofeffect that, and based thereon such Opinion of Counsel shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) confirm that, the Holders and beneficial owners of the Securities Act shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of 1933such legal 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 amendedwould have been the case if such legal defeasance had not occurred; (iii) as custodian with respect in the case of covenant defeasance, the Company has delivered to any such U.S. Government Obligation or a specific payment the Trustee an Opinion of principal of or interest on any such U.S. Government Obligation held by such custodian for Counsel confirming that, subject to customary assumptions and exclusions, the account Holders and beneficial owners of the holder Securities shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such depository receipt, provided that (except as required by law) such custodian is not authorized covenant defeasance and shall be subject to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest federal income tax on the U.S. Government Obligation evidenced by same amounts, in the same manner and at the same times as would have been the case if such depository receipt.covenant defeasance had not occurred;

Conditions to Defeasance. The following shall be the conditions In order to application of Section 12.02 exercise either Legal Defeasance or Covenant Defeasance with respect to the Outstanding Securities of such seriesoutstanding Notes: (a) the Company shall must irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 9.09 who shall agree to comply with the provisions of this ARTICLE Twelve applicable to it) as trust funds Paying Agent in trust for the purpose of making the following paymentspayment, specifically pledged as security for, and dedicated solely toto the benefit of, the benefit of the holders Holders of such Securities, Notes: (1) money in euro in an amount, or (2) U.S. European Government Obligations Obligations, 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, money in cash in euro in an amount, amount or (3) a combination thereof, sufficientin each case sufficient without reinvestment, in the opinion of a nationally recognized firm of independent public accountants (or, if two or a more nationally recognized investment banking firm acceptable firms of independent public accountants decline to issue such opinion after the Company has made reasonable efforts to obtain such an opinion, in the opinion of the Company's chief financial officer) expressed in a written certification thereof delivered to the TrusteeTrustee and Paying Agent in form and substance reasonably acceptable to the Trustee and Paying Agent, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) and Paying Agent to pay and discharge, (A) the entire indebtedness in respect of the principal of (and premium, if any) and each installment of principal of (and premium, if any) and interest on such Notes on the Outstanding Securities of such series on any Redemption Date, Stated Maturity thereof or (if the Company has irrevocably elected to cause the Outstanding Securities of such series subject to redemption to be redeemed on a specific Redemption Date by giving notice made irrevocable arrangements satisfactory to the Trustee for the giving of such election notice of redemption by the Trustee in the name and at the time it exercises its option pursuant to Section 12.02expense of the Company) the Redemption Date thereof, or on as the Stated Maturity of such principal or installment of principal or interest and (B) any mandatory sinking fund payments or analogous payments applicable to the Outstanding Securities of such series on the day on which such payments are due and payable case may be, in accordance with the terms of this Indenture and the Notes; (b) in the case of such Securities. For Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel satisfactory to the Trustee stating that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (2) since the date of this purposeIndenture, “U.S. Government Obligations” means securities that are (x) direct obligations of there has been a change in the applicable United States of America for the payment of which its full faith and credit is pledged or (y) obligations of a Person Controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, whichfederal income tax law, in either casecase (1) or (2) to the effect that, are not callable or redeemable at and based thereon such opinion shall confirm that, the option Holders of the issuer thereof, and shall also include Notes will not recognize gain or loss for United States federal income tax purposes as a depository receipt issued by a bank (as defined in Section 3(a)(2) result of the Securities Act of 1933, as amended) as custodian deposit and Legal Defeasance to be effected with respect to such Notes and will be subject to United States federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Legal Defeasance were not to occur; (c) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such outstanding Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Notes and will be subject to United States federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur; (d) no Default or Event of Default with respect to the outstanding Notes shall have occurred and be continuing at the time of such deposit after giving effect thereto (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 Debt) and the granting of any Lien to secure such borrowing); (e) 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 Notes are in default within the meaning of the Trust Indenture Act); (f) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or material instrument (other than this Indenture) to which the Company is a party or by which the Company is bound (other than a default or event of default under any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt, provided that (except as required by law) such custodian is not authorized other instrument resulting from borrowing funds to be applied to make the deposit under this Indenture in connection with the legal defeasance or covenant defeasance (and any deduction from similar concurrent deposit relating to other Debt) and the amount payable to the holder granting of such depository receipt from any amount received by the custodian Liens in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receipt.connection therewith); and

Conditions to Defeasance. (a) The following shall be the conditions to application of Section 12.02 to the Outstanding Securities of such seriesIssuers may exercise their Legal Defeasance option or their Covenant Defeasance option only if: (ai) the Company shall Issuers have irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 9.09 who shall agree to comply with the provisions of this ARTICLE Twelve applicable to it) as trust funds Trustee, in trust trust, for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the holders Holders of such the Notes, cash in U.S. dollars, non-callable U.S. Government Securities, (1) money or a combination of cash in an amount, or (2) U.S. dollars and non-callable U.S. Government Obligations which through the scheduled payment of principal and interest Securities, in respect thereof in accordance with their terms such amounts as will provide, not later than one day before the due date of any payment, money in an amount, or (3) a combination thereof, be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants or a nationally recognized investment banking firm acceptable to the Company expressed in a written certification thereof delivered to the Trusteeaccountants, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (A) the principal of (and of, premium, if any, and interest due on the outstanding Notes (calculated on the cash interest rate, if applicable) and each installment on the maturity date of principal the Notes or on the applicable Redemption Date, as the case may be, of (and such principal, premium, if any) and , or interest on such Notes and the Outstanding Securities of Issuers have specified whether such series on any Notes are being defeased to maturity or to a particular Redemption Date; (ii) in the case of Legal Defeasance, if the Company has irrevocably elected to cause the Outstanding Securities of such series subject to redemption to be redeemed on a specific Redemption Date by giving notice Issuers have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (a) the Issuers have received from, or there has been published by, the United States Internal Revenue Service a ruling or (b) since the date of the such 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 will confirm that, subject to customary assumptions and exclusions, the Beneficial Owners of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such election Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the time it exercises its option pursuant same times as would have been the case if such Legal Defeasance had not occurred; (iii) in the case of Covenant Defeasance, the Issuers have delivered to Section 12.02the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Beneficial Owners of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (iv) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to make such deposit and the grant of any Lien securing such borrowings); (v) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or on constitute a default under any other material agreement or instrument (other than this Indenture) to which the Stated Maturity Issuers or any Guarantor is a party or by which the Issuers or any Guarantor is bound; and (vi) the Issuers have delivered to the Trustee an Officers’ 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 the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with. Before or after a deposit, the Issuers may make arrangements satisfactory to the Trustee for the redemption of such principal or installment of principal or interest and (B) any mandatory sinking fund payments or analogous payments applicable to the Outstanding Securities of such series on the day on which such payments are due and payable Notes at a future date in accordance with the terms of this Indenture and of such Securities. For this purpose, “U.S. Government Obligations” means securities that are (x) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (y) obligations of a Person Controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receipt.Article V.

Conditions to Defeasance. The following shall be the conditions to application of Section 12.02 to the Outstanding Securities of such seriesCompany may exercise its legal defeasance option or its covenant defeasance option only if: (ai) the Company shall irrevocably have deposited or caused to be deposited deposit with the Trustee (or another trustee satisfying entity designated by the requirements of Section 9.09 who shall agree to comply with the provisions of this ARTICLE Twelve applicable to it) as trust funds Trustee for such purpose, in trust trust, for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the holders of such SecuritiesHolders, (1) money in an amountU.S. dollars or U.S. Government Obligations, or (2) a combination of U.S. dollars and U.S. Government Obligations which through the scheduled payment of principal and interest Obligations, 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 (3) a combination thereof, such amounts as shall be sufficient, in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm acceptable to the Company expressed in a written certification thereof delivered to the Trusteeaccountants, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (A) the principal of (of, or interest and premium, if any) and each installment of principal of (and premium, if any) and interest on the Outstanding Securities of such series on any Redemption Date, if the Company has irrevocably elected to cause the Outstanding Securities of such series subject to redemption to be redeemed on a specific Redemption Date by giving notice to the Trustee of such election at the time it exercises its option pursuant to Section 12.02, or outstanding Notes issued hereunder on the Stated Maturity or on the applicable Redemption Date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to a particular Redemption Date; (ii) in the case of legal defeasance, the Company has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the 69 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 Holders shall not recognize income, gain or loss for federal income tax purposes as a result of such principal or installment legal defeasance and 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; (iii) in the case of principal or interest and (B) any mandatory sinking fund payments or analogous payments applicable covenant defeasance, the Company has delivered to the Outstanding Securities Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the respective outstanding Notes shall not recognize income, gain or loss for federal income tax purposes as a result of such series covenant defeasance and shall be subject to federal income tax on the day same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; (iv) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (v) no Default or Event of Default has occurred and is continuing on which such payments are due and payable in accordance with the terms of this Indenture and date of such Securities. For this purposedeposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowings); (vi) the Company shall deliver to the Trustee an Opinion of Counsel to the effect that, assuming, among other things, no intervening bankruptcy of the Company between the date of deposit and the 91st day following the deposit and assuming that no Holder is an “U.S. Government Obligationsinsider” means securities that are (x) direct obligations of the Company under applicable bankruptcy law, after the 91st day following the deposit, the trust funds shall not be subject to the effect of Section 547 of Title 11 of the United States Code; (vii) the Company shall deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of America for the payment of which its full faith and credit is pledged defeating, hindering, delaying or (y) obligations of a Person Controlled or supervised by and acting as an agency or instrumentality defrauding creditors of the United States of America Company or others; and (viii) the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and Company shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable deliver to the holder Trustee an Officers’ Certificate and an Opinion of such depository receipt from any amount received by Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions), each stating that all conditions precedent relating to the custodian in respect of the U.S. Government Obligation legal defeasance or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receiptcovenant defeasance have been complied with.

Conditions to Defeasance. The following shall be the conditions In order to application of Section 12.02 to the Outstanding Securities of such seriesexercise either Legal Defeasance or Covenant Defeasance: (ai) the Company shall must irrevocably have deposited or caused to be deposited deposit with the Trustee (or another trustee satisfying the requirements of Section 9.09 who shall agree to comply with the provisions of this ARTICLE Twelve applicable to it) as trust funds Trustee, in trust trust, for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the holders Holders of such the Notes, cash in U.S. dollars, non-callable Government Securities, (1) money in an amount, or (2) U.S. Government Obligations 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, money in an amount, or (3) a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm acceptable to the Company expressed in a written certification thereof delivered to the Trusteeaccountants, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (A) the principal of (and of, premium, if any) and each installment of principal of (and premium, if any) and interest due on the Outstanding Securities of such series outstanding Notes at their Stated Maturity or on any the applicable Redemption Date, if as the case may be (provided that, upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit being required to be deposited with the Trustee only on or prior to the Redemption Date, and the amount of such Applicable Premium Deficit shall be set forth in an Officers’ Certificate delivered to the Trustee concurrently with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption), and the Company must specify whether the Notes are being defeased to maturity or to a particular Redemption Date; (ii) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (1) the Company has irrevocably elected received from, or there has been published by, the Internal Revenue Service a ruling or (2) since the Issue Date, there has been a change in the applicable U.S. federal income tax law, in either case to cause the Outstanding Securities effect that, and based thereon such opinion of counsel shall confirm that, the Holders shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such series Legal Defeasance and shall be subject to redemption to be redeemed U.S. federal income tax on a specific Redemption Date by giving notice 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; (iii) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such election Covenant Defeasance and shall be subject to U.S. federal income tax on the same amounts, in the same manner and at the time it exercises its option pursuant same times as would have been the case if such Covenant Defeasance had not occurred; (iv) no Default shall have occurred and be continuing on the date of such deposit (other than a Default resulting from the borrowing of funds to Section 12.02be applied to such deposit); (v) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or on constitute a default under any material agreement or instrument (other than this Indenture) to which the Stated Maturity Company or any of such principal its Subsidiaries is a party or installment by which the Company or any of principal or interest and its Subsidiaries is bound; (Bvi) any mandatory sinking fund payments or analogous payments applicable the Company shall have delivered to the Outstanding Securities Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of such series on preferring the day on Holders of Notes over the other creditors of the Company or the Guarantors with the intent of defeating, hindering, delaying or defrauding creditors of the Company or any Guarantor or others; and (vii) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (which such payments are due opinion may be subject to customary assumptions and payable exclusions), each stating that all conditions precedent provided for relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, 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 the terms of this Indenture and of such Securities. For this purpose, “U.S. Government Obligations” means securities that are (x) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (y) obligations of a Person Controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receiptArticle III.

Conditions to Defeasance. The following shall be the conditions to application of Section 12.02 to the Outstanding Securities of such series(a) Holdings may exercise its legal defeasance option or its covenant defeasance option only if: (ai) the Company shall Holdings irrevocably have deposited or caused to be deposited deposits in trust with the Trustee (or another trustee satisfying the requirements of Section 9.09 who shall agree to comply with the provisions of this ARTICLE Twelve applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the holders of such Securities, (1) money in an amountamount sufficient, or (2) U.S. Government Obligations which through the scheduled payment principal of principal and interest in respect thereof in accordance with their terms on which will provide, not later than one day before the due date of any payment, money in an amountbe sufficient, or (3) a combination thereof, thereof sufficient, in to pay the opinion principal of and interest on the Notes when due at maturity or redemption, as the case may be, including interest thereon to maturity or such Redemption Date and Special Interest, if any; (ii) Holdings delivers to the Trustee a certificate from a nationally recognized 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 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 maturity or a nationally recognized investment banking firm acceptable to redemption, as the case may be; (iii) the Company expressed in a written certification thereof shall have delivered to the Trustee, Trustee an opinion of counsel to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (A) the principal of (and premium, if any) and each installment of principal of (and premium, if any) and interest effect that on the Outstanding Securities of such series on any Redemption Date91st day following the deposit, if the Company has irrevocably elected to cause the Outstanding Securities of such series trust funds will not be subject to redemption to be redeemed on a specific Redemption Date by giving notice the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; (iv) Holdings delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940; (v) in the case of the legal defeasance option, Holdings shall have delivered to the Trustee an Opinion of Counsel stating that (1) Holdings has received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such election defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the time it exercises its option pursuant same times as would have been the case if such defeasance had not occurred; (vi) in the case of the covenant defeasance option, Holdings shall have delivered to Section 12.02the Trustee an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such covenant defeasance and will be subject to Federal income tax on the Stated Maturity of same amounts, in the same manner and at the same times as would have been the case if such principal or installment of principal or interest and covenant defeasance had not occurred; and (Bvii) any mandatory sinking fund payments or analogous payments applicable Holdings delivers to the Outstanding Securities Trustee an Officers' Certificate and an Opinion of such series on Counsel, each stating that all conditions precedent to the day on which such payments are due defeasance and payable discharge of the Notes as contemplated by this ARTICLE 9 have been complied with. (b) Before or after a deposit, Holdings may make arrangements satisfactory to the Trustee for the redemption of Notes at a future date in accordance with the terms of this Indenture and of such Securities. For this purpose, “U.S. Government Obligations” means securities that are (x) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (y) obligations of a Person Controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receiptARTICLE 3.

Conditions to Defeasance. The following shall be the conditions to application of Section 12.02 to the Outstanding Securities of such series: Company may exercise its legal defeasance option or its covenant defeasance option only if: (a) the Company shall irrevocably have deposited or caused to be deposited deposit with the Trustee (or another trustee satisfying entity designated by the requirements of Section 9.09 who shall agree to comply with the provisions of this ARTICLE Twelve applicable to it) as trust funds Trustee for such purpose, in trust trust, for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the holders of such SecuritiesHolders, (1) money in an amountU.S. dollars or U.S. Government Obligations, or (2) a combination of U.S. dollars and U.S. Government Obligations which through the scheduled payment of principal and interest Obligations, 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 (3) a combination thereof, such amounts as shall be sufficient, in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm acceptable to the Company expressed in a written certification thereof delivered to the Trusteeaccountants, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (A) the principal of (of, or interest and premium, if any) and each installment of principal of (and premium, if any) and interest on the Outstanding Securities of such series on any Redemption Date, if the Company has irrevocably elected to cause the Outstanding Securities of such series subject to redemption to be redeemed on a specific Redemption Date by giving notice to the Trustee of such election at the time it exercises its option pursuant to Section 12.02, or outstanding Notes issued hereunder on the Stated Maturity or on the applicable Redemption Date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to a particular Redemption Date; (b) in the case of legal defeasance, the Company has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (ii) since the Issue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders shall not recognize income, gain or loss for federal income tax purposes as a result of such principal or installment legal defeasance and 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; (c) in the case of principal or interest and (B) any mandatory sinking fund payments or analogous payments applicable covenant defeasance, the Company has delivered to the Outstanding Securities Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the respective outstanding Notes shall not recognize income, gain or loss for federal income tax purposes as a result of such series covenant defeasance and shall be subject to federal income tax on the day same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; (d) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (e) no Default or Event of Default has occurred and is continuing on which such payments are due and payable in accordance with the terms of this Indenture and date of such Securities. For this purposedeposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowings); (f) the Company shall deliver to the Trustee an Opinion of Counsel to the effect that, assuming, among other things, no intervening bankruptcy of the Company between the date of deposit and the 91st day following the deposit and assuming that no Holder is an “U.S. Government Obligationsinsider” means securities that are (x) direct obligations of the Company under applicable bankruptcy law, after the 91st day following the deposit, the trust funds shall not be subject to the effect of Section 547 of Title 11 of the United States of America for the payment of which its full faith and credit is pledged or (y) obligations of a Person Controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receipt.Code; 58

Conditions to Defeasance. The following shall be the conditions to application of Section 12.02 to the Outstanding Securities of such seriesCompany may exercise its legal defeasance option or its covenant defeasance option only if: (ai) the Company shall must irrevocably have deposited or caused to be deposited deposit with the Trustee (or another trustee satisfying the requirements of Section 9.09 who shall agree to comply with the provisions of this ARTICLE Twelve applicable to it) as trust funds Trustee, in trust trust, for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the holders of such SecuritiesHolders, (1) money cash in an amountU.S. dollars, U.S. Government Obligations, or (2) a combination of cash in U.S. dollars and U.S. Government Obligations which through the scheduled payment of principal and interest Obligations, 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 (3) a combination thereof, such amounts as shall be sufficient, in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm acceptable to the Company expressed in a written certification thereof delivered to the Trusteeaccountants, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (A) the principal of (of, or interest and premium, if any) and each installment of principal of (and premium, if any) and interest on the Outstanding outstanding Securities of such series on any Redemption Date, if the Company has irrevocably elected to cause the Outstanding Securities of such series subject to redemption to be redeemed on a specific Redemption Date by giving notice to the Trustee of such election at the time it exercises its option pursuant to Section 12.02, or issued hereunder on the Stated Maturity or on the applicable Redemption Date, as the case may be, and the Company must specify whether the Securities are being defeased to maturity or to a particular Redemption Date; (ii) in the case of such principal or installment of principal or interest and (B) any mandatory sinking fund payments or analogous payments applicable legal defeasance, the Company has delivered to the Outstanding Securities Trustee an Opinion of such series on Counsel confirming that, subject to customary assumptions and exclusions, (a) the day on which such payments are due and payable in accordance with Company has received from, or there has been published by, the terms Internal Revenue Service a ruling or (b) since the date of this Indenture and of such Securities. For this purposeIndenture, “there has been a change in the applicable U.S. Government Obligations” means securities that are (x) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (y) obligations of a Person Controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, whichfederal income tax law, in either case, are not callable or redeemable at case to the option of the issuer thereofeffect that, and based thereon such Opinion of Counsel shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) confirm that, the Holders and beneficial owners of the Securities Act shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of 1933such legal 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 amendedwould have been the case if such legal defeasance had not occurred; (iii) as custodian with respect in the case of covenant defeasance, the Company has delivered to any such U.S. Government Obligation or a specific payment the Trustee an Opinion of principal of or interest on any such U.S. Government Obligation held by such custodian for Counsel confirming that, subject to customary assumptions and exclusions, the account Holders and beneficial owners of the holder Securities shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such depository receiptcovenant defeasance and shall be subject to U.S. federal income tax on the same amounts, provided that in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; (except as required by lawiv) such custodian legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is not authorized to make a party or by which the Company or any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receipt.its Subsidiaries is bound;

Conditions to Defeasance. (a) The following shall be the conditions to application of Section 12.02 Companies may exercise their legal defeasance option or its covenant defeasance option, in each case, with respect to the Outstanding Securities of a series only if: (i) the Companies irrevocably deposit in trust with the Trustee cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient or U.S. Government Obligations, the principal of and the interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of and premium, if any, and interest on the Securities of such series: (a) series when due at Stated Maturity or redemption, as the Company case may be, including interest thereon to maturity or the Redemption Date; provided that upon any redemption that requires the payment of a premium, the amount deposited shall irrevocably have be sufficient for purposes of this Indenture to the extent that an amount is deposited or caused with the Trustee equal to the premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee (on or another trustee satisfying prior to the requirements of Section 9.09 who shall agree to comply with the provisions of this ARTICLE Twelve 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 date of the holders of redemption (and any such Securities, (1) money deficit shall be set forth in an amount, or a written notice delivered to the Holders and the Trustee at least two (2) U.S. Government Obligations which through Business Days prior to the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before Redemption Date); (ii) the due date of any payment, money in an amount, or (3) Companies deliver to the Trustee a combination thereof, sufficient, in the opinion of certificate from a nationally recognized firm of independent public accountants or a nationally recognized expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment banking firm acceptable to the Company expressed will provide cash at such times and in a written certification thereof delivered to the Trustee, such amounts as will be sufficient to pay and dischargeprincipal, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (A) the principal of (and premium, if any) , and each installment interest when due on all the Securities of principal such series to Stated Maturity or redemption, as the case may be; provided that upon any redemption that requires the payment of a premium the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption (and any such deficit shall be set forth in a written notice delivered to the Holders and the Trustee at least two (2) Business Days prior to the Redemption Date); (iii) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(f) or (g) with respect to any Company occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other agreement binding on the Companies; (v) in the case of the legal defeasance option, the Companies shall have delivered to the Trustee an Opinion of Counsel stating that (1) the Companies have received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred, provided that such Opinion of Counsel shall not be required by this clause (v) if all the Securities of such series not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable at their Stated Maturity within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Companies; (vi) such exercise does not impair the right of any Holder to receive payment of principal, premium, if any) , and interest on the Outstanding such Holder’s Securities of such series on or after the due dates therefore or to institute suit for the enforcement of any Redemption Datepayment on or with respect to such Holder’s Securities of such series; (vii) in the case of the covenant defeasance option, the Companies shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such series will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; and (viii) the Company has irrevocably elected Companies deliver to cause the Outstanding Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities of such series subject to redemption to be redeemed on so defeased and discharged as contemplated by this Article XII have been complied with. (b) Before or after a specific Redemption Date by giving notice deposit, the Companies may make arrangements satisfactory to the Trustee for the redemption of such election Securities at the time it exercises its option pursuant to Section 12.02, or on the Stated Maturity of such principal or installment of principal or interest and (B) any mandatory sinking fund payments or analogous payments applicable to the Outstanding Securities of such series on the day on which such payments are due and payable a future date in accordance with the terms of this Indenture and of such Securities. For this purpose, “U.S. Government Obligations” means securities that are (x) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (y) obligations of a Person Controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receiptArticle IV.

Conditions to Defeasance. The following shall be the conditions In order to application of Section 12.02 to the Outstanding Securities of such seriesexercise either Legal Defeasance or Covenant Defeasance: (ai) the Company shall Issuer must irrevocably have deposited or caused to be deposited deposit with the Trustee (or another trustee satisfying the requirements of Section 9.09 who shall agree to comply with the provisions of this ARTICLE Twelve applicable to it) as trust funds Trustee, in trust trust, for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the holders of such Holders, cash in Euros, non-callable European Government Securities, (1) money in an amount, or (2) U.S. Government Obligations 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, money in an amount, or (3) a combination thereof, of cash in Euros and non-callable European Government Securities in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants or a nationally recognized investment banking firm acceptable to the Company expressed in a written certification thereof delivered to the Trusteeaccountants, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (A) the principal of of, or interest (including Additional Amounts and premium, if any) on the outstanding Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and each installment the Issuer must specify whether the Notes are being defeased to such stated date for payment or to a particular redemption date; (ii) in the case of principal Legal Defeasance, the Issuer must deliver to the Trustee: (A) an opinion of United States counsel, which counsel is reasonably acceptable to the Trustee, confirming that (i) the Issuer has received from, or there has been published by, the U.S. Internal Revenue Service a ruling or (ii) since the Issue Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such opinion of counsel will confirm that, the holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; and (B) an Opinion of Counsel in the jurisdiction of incorporation of the Issuer, which counsel is reasonably acceptable to the Trustee, to the effect that the Holders will not recognize income, gain or loss for tax purposes of such jurisdiction as a result of such deposit and defeasance and will be subject to tax in such jurisdiction on the same amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (iii) in the case of Covenant Defeasance, the Issuer must deliver to the Trustee: (A) an opinion of United States counsel, which counsel is reasonably acceptable to the Trustee, confirming that the holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; and (B) an opinion of counsel in the jurisdiction of incorporation of the Issuer, which counsel is reasonably acceptable to the Trustee, to the effect that the Holders will not recognize income, gain or loss for tax purposes of such jurisdiction as a result of such deposit and defeasance and will be subject to tax in such jurisdiction on the same amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (iv) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other indebtedness), and the granting of Security Interests to secure such borrowings); (v) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than this Indenture and the agreements governing any other indebtedness being defeased, discharged or replaced) to which the Issuer or any of the Guarantors is a party or by which the Issuer or any of the Guarantors is bound; (vi) the Issuer must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the holders of Notes over the other creditors of the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or others; and (vii) the Issuer must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with. If the funds deposited with the Trustee to effect Covenant Defeasance are insufficient to pay the principal of, premium, if any) , and interest on the Outstanding Securities Notes when due because of any acceleration occurring after an Event of Default, then the Issuer and the Guarantors shall remain liable for such series on any Redemption Date, if the Company has irrevocably elected to cause the Outstanding Securities of such series subject to redemption to be redeemed on a specific Redemption Date by giving notice to the Trustee of such election at the time it exercises its option pursuant to Section 12.02, or on the Stated Maturity of such principal or installment of principal or interest and (B) any mandatory sinking fund payments or analogous payments applicable to the Outstanding Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities. For this purpose, “U.S. Government Obligations” means securities that are (x) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (y) obligations of a Person Controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receiptpayments.

Conditions to Defeasance. The following shall be the conditions In order to application of Section 12.02 to the Outstanding Securities of such seriesexercise either legal defeasance or covenant defeasance: (a) the Company shall Issuer must irrevocably have deposited deposit or caused cause to be deposited as trust funds in trust with the Trustee (or another trustee satisfying such other party as directed by the requirements of Section 9.09 who shall agree to comply with the provisions of this ARTICLE Twelve applicable to it) as trust funds in trust Trustee), for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the holders of such Holders, cash in Sterling, non-callable U.K. Government Securities, (1) money in an amount, or (2) U.S. Government Obligations 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, money in an amount, or (3) a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally an internationally recognized firm of independent public accountants or a nationally recognized investment banking firm acceptable to the Company expressed in a written certification thereof delivered to the Trusteeaccountants, to pay and dischargedischarge the principal of, premium, if any, and which interest and any Additional Amounts, if any, on the outstanding Notes on the Stated Maturity or on the applicable redemption date, as the case may be, and the Issuer must (i) specify whether the Notes are being defeased to maturity or to a particular redemption date; and (ii) if applicable, have delivered to the Trustee an irrevocable notice to redeem all the outstanding Notes of such principal, premium, if any, or interest; (b) in the case of an election under Section 7.02, the Issuer shall be applied by have delivered to the Trustee (or other qualifying trusteei) an Opinion of Counsel reasonably acceptable to pay and discharge, the Trustee stating that (A) the U.S. Internal Revenue Service has either published a revenue ruling or issued to the Issuer a private letter ruling, or (B) since the date of this Indenture, there has been a change in applicable U.S. federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the beneficial owners of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such legal defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred and (ii) an Opinion of Counsel reasonably acceptable to the Trustee to the effect that the beneficial owners of the outstanding Notes will not recognize income, gain or loss for tax purposes in the United Kingdom as a result of such legal defeasance and will be subject to tax in the United Kingdom on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; (c) in the case of an election under Section 7.03, the Issuer shall have delivered to the Trustee (i) an Opinion of Counsel reasonably acceptable to the Trustee to the effect that the beneficial owners of the outstanding Notes will not recognize income, gain or loss for 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 reasonably acceptable to the Trustee to the effect that the beneficial owners of the outstanding Notes will not recognize income, gain or loss for tax purposes in the United Kingdom as a result of such covenant defeasance and will be subject to tax in the United Kingdom on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing (i) on the date of such deposit (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to such deposit) or, (ii) insofar as bankruptcy or insolvency events described in Section 5.01(a)(iv) and (v) are concerned, at any time during the period ending on the 123rd day after the date of such deposit; (e) such legal defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest as defined in this Indenture and for purposes of the Trust Indenture Act with respect to any of the Issuer’s securities; (f) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to such deposit) under, this Indenture or any material agreement or instrument to which the Issuer is a party or by which the Issuer is bound; (g) such legal defeasance or covenant defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the U.S. Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder; (h) the Issuer shall have delivered to the Trustee an Opinion of Counsel in the country of the Issuer’s incorporation to the effect that after the 123rd day following the deposit, the trust funds shall not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and an Opinion of Counsel reasonably acceptable to the Trustee that the Trustee shall have a perfected security interest in such trust funds for the ratable benefit of the Holders; (i) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over the other creditors of the Issuer with the intent of defeating, hindering, delaying or defrauding creditors of the Issuer or others, or removing assets beyond the reach of the relevant creditors or increasing debts of the Issuer to the detriment of the relevant creditors; (j) no event or condition shall exist that would prevent the Issuer from making payments of the principal of (and of, premium, if any, and interest on the Notes on the date of such deposit or at any time ending on the 123rd day after the date of such deposit; and (k) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each installment of stating that all conditions precedent provided for relating to either the legal defeasance or the covenant defeasance, as the case may be, have been complied with. If the funds deposited with the Trustee to effect covenant defeasance are insufficient to pay the principal of (and of, premium, if any) , and interest on the Outstanding Securities Notes when due because of any acceleration occurring after an Event of Default, then the Issuer will remain liable for such series on any Redemption Date, if the Company has irrevocably elected to cause the Outstanding Securities of such series subject to redemption to be redeemed on a specific Redemption Date by giving notice to the Trustee of such election at the time it exercises its option pursuant to Section 12.02, or on the Stated Maturity of such principal or installment of principal or interest and (B) any mandatory sinking fund payments or analogous payments applicable to the Outstanding Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities. For this purpose, “U.S. Government Obligations” means securities that are (x) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (y) obligations of a Person Controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receiptpayments.

Conditions to Defeasance. The following shall be the conditions to application of Section 12.02 to the Outstanding Securities of such seriesCompany may exercise its legal defeasance option or its covenant defeasance option only if: (a) the Company shall irrevocably have deposited or caused to be deposited deposit with the Trustee (or another trustee satisfying entity designated by the requirements of Section 9.09 who shall agree to comply with the provisions of this ARTICLE Twelve applicable to it) as trust funds Trustee for such purpose, in trust trust, for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the holders of such SecuritiesHolders, (1) money in an amountU.S. dollars or U.S. Government Obligations, or (2) a combination of U.S. dollars and U.S. Government Obligations which through the scheduled payment of principal and interest Obligations, 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 (3) a combination thereof, such amounts as shall be sufficient, in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm acceptable to the Company expressed in a written certification thereof delivered to the Trusteeaccountants, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (A) the principal of (of, or interest and premium, if any) and each installment of principal of (and premium, if any) and interest on the Outstanding Securities of such series on any Redemption Date, if the Company has irrevocably elected to cause the Outstanding Securities of such series subject to redemption to be redeemed on a specific Redemption Date by giving notice to the Trustee of such election at the time it exercises its option pursuant to Section 12.02, or outstanding Notes issued hereunder on the Stated Maturity or on the applicable Redemption Date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to a particular Redemption Date; (b) in the case of legal defeasance, the Company has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (ii) since the Issue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders shall not recognize income, gain or loss for federal income tax purposes as a result of such principal or installment legal defeasance and 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; (c) in the case of principal or interest and (B) any mandatory sinking fund payments or analogous payments applicable covenant defeasance, the Company has delivered to the Outstanding Securities Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the respective outstanding Notes shall not recognize income, gain or loss for federal income tax purposes as a result of such series covenant defeasance and shall be subject to federal income tax on the day same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; (d) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (e) no Default or Event of Default has occurred and is continuing on which such payments are due and payable in accordance with the terms of this Indenture and date of such Securities. For this purposedeposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowings); (f) the Company shall deliver to the Trustee an Opinion of Counsel to the effect that, assuming, among other things, no intervening bankruptcy of the Company between the date of deposit and the 91st day following the deposit and assuming that no Holder is an “U.S. Government Obligationsinsider” means securities that are (x) direct obligations of the Company under applicable bankruptcy law, after the 91st day following the deposit, the trust funds shall not be subject to the effect of Section 547 of Title 11 of the United States Code; (g) the Company shall deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of America for the payment of which its full faith and credit is pledged defeating, hindering, delaying or (y) obligations of a Person Controlled or supervised by and acting as an agency or instrumentality defrauding creditors of the United States of America Company or others; and (h) the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and Company shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable deliver to the holder Trustee an Officers’ Certificate and an Opinion of such depository receipt from any amount received by Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions), each stating that all conditions precedent relating to the custodian in respect of the U.S. Government Obligation legal defeasance or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receiptcovenant defeasance have been complied with.

Conditions to Defeasance. (a) The following shall be the conditions to application of Section 12.02 to the Outstanding Securities of such seriesCompany may exercise its legal defeasance option or its covenant defeasance option only if: (ai) the Company shall irrevocably have deposited or caused to be deposited deposits in trust with the Trustee (or another trustee satisfying the requirements of Section 9.09 who shall agree to comply with the provisions of this ARTICLE Twelve applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the holders of such Securities, (1) money in an amountamount sufficient, or (2) U.S. Government Obligations which through the scheduled payment principal of principal and interest in respect thereof in accordance with their terms on which will provide, not later than one day before the due date of any payment, money in an amountbe sufficient, or (3) a combination thereof, thereof sufficient, in to pay the opinion principal of and interest on the Notes when due at maturity or redemption, as the case may be, including interest thereon to maturity or such Redemption Date and Special Interest, if any; (ii) the Company delivers to the Trustee a certificate from a nationally recognized 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 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 maturity or a nationally recognized investment banking firm acceptable to redemption, as the case may be; (iii) the Company expressed in a written certification thereof shall have delivered to the TrusteeTrustee an opinion of counsel to the effect that on the 91st day following the deposit, the trust funds will not be subject to pay the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; (iv) the deposit does not constitute a default under any other agreement binding on the Company and discharge, and which shall be applied is not prohibited by Article 11; (v) the Company delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940; (or other qualifying trusteevi) in the case of the legal defeasance option, the Company shall have delivered to pay and discharge, the Trustee an Opinion of Counsel stating that (A1) the principal of (and premium, if any) and each installment of principal of (and premium, if any) and interest on the Outstanding Securities of such series on any Redemption Date, if the Company has irrevocably elected received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to cause the Outstanding Securities effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such series defeasance and will be subject to redemption to be redeemed Federal income tax on a specific Redemption Date by giving notice the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred; (vii) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such election covenant defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the time it exercises its option pursuant to Section 12.02, or on same times as would have been the Stated Maturity of case if such principal or installment of principal or interest and covenant defeasance had not occurred; and (Bviii) any mandatory sinking fund payments or analogous payments applicable the Company delivers to the Outstanding Securities Trustee an Officers' Certificate and an Opinion of such series on Counsel, each stating that all conditions precedent to the day on which such payments are due defeasance and payable discharge of the Notes as contemplated by this ARTICLE 9 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 the terms of this Indenture and of such Securities. For this purpose, “U.S. Government Obligations” means securities that are (x) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (y) obligations of a Person Controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receiptARTICLE 3.

Conditions to Defeasance. The following shall be the conditions to application of Section 12.02 to the Outstanding Securities of such seriesCompany may exercise its Legal Defeasance option or its Covenant Defeasance option only if: (a1) the Company shall must irrevocably have deposited or caused to be deposited deposit with the Trustee (or another trustee satisfying the requirements of Section 9.09 who shall agree to comply with the provisions of this ARTICLE Twelve applicable to it) as trust funds Trustee, in trust trust, for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the holders of such SecuritiesHolders, (1) money in an amountU.S. Legal Tender, U.S. Government Obligations, or (2) U.S. Government Obligations 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, money in an amount, or (3) a combination thereof, sufficientin such amounts as will be sufficient without reinvestment, in the opinion of as confirmed by a letter from a nationally recognized firm of independent public accountants in the form of an agreed-upon procedures letter in customary form, to pay the principal of, premium (including any Additional Amounts), if any, and interest on the Notes on the stated date for payment thereof or a nationally recognized investment banking firm on the applicable redemption date, as the case may be; (2) in the case of Legal Defeasance, the Company has delivered to the Trustee an Opinion of Counsel from counsel in the United States who is reasonably acceptable to the Trustee and independent of the Company expressed to the effect that, subject to customary assumptions and exclusions: (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or (B) since the Issue Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, subject to customary assumptions and exclusions and based thereon such Opinion of Counsel shall state that, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a written certification thereof result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Company has delivered to the Trustee an Opinion of Counsel from counsel in the United States who is reasonably acceptable to the Trustee to the effect that, subject to customary assumptions and exclusions the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) in the case of Legal Defeasance or Covenant Defeasance, the Company has delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, : (A) an Opinion of Counsel from counsel in Canada who is reasonably acceptable to the principal Trustee to the effect that, subject to customary assumptions and exclusions based upon Canadian federal or provincial law then in effect, Holders will not recognize income, gain or loss for Canadian federal or provincial tax purposes, including withholding tax except for withholding tax then payable on interest payments due, as a result of Legal Defeasance or Covenant Defeasance, as the case may be, and will be subject to Canadian federal or provincial taxes on the same amounts and in the same manner and at the same time as would have been the case if such Legal Defeasance or Covenant Defeasance, as the case may be, had not occurred; or (B) a ruling directed to the Trustee received from the federal or provincial tax authorities of Canada and premium, if anythe relevant province thereof to the same effect as the Opinion of Counsel described in clause (A) above; (5) no Default or Event of Default shall have occurred and be continuing on the date of the deposit pursuant to clause (1) of this Section 8.2 (except any Default or Event of Default resulting from the failure to comply with Section 3.8 as a result of the borrowing of the funds required to effect such deposit and the granting of Liens in connection therewith) and each installment of principal of (and premium, if any) and interest the Trustee has received Officers’ Certificates to such effect on the Outstanding Securities date of such series on deposit; (6) the Trustee has received an Officers’ Certificate stating that such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a Default under this Indenture or any Redemption Date, if other material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (7) the Company has irrevocably elected to cause the Outstanding Securities of such series subject to redemption to be redeemed on a specific Redemption Date by giving notice delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of such election at preferring the time it exercises its option pursuant to Section 12.02Holders over any other creditors of the Company or any Subsidiary of the Company or with the intent of defeating, hindering, delaying or on defrauding any other creditors of the Stated Maturity of such principal Company or installment of principal or interest and others; and (B) any mandatory sinking fund payments or analogous payments applicable 8) the Company has delivered to the Outstanding Securities Trustee an Officers’ Certificate and an Opinion of such series on the day on Counsel (which such payments are due Opinion of Counsel may be subject to customary assumptions and payable in accordance with the terms of this Indenture and of such Securities. For this purpose, “U.S. Government Obligations” means securities that are (xexclusions) direct obligations of the United States of America for the payment of which its full faith and credit from counsel who is pledged or (y) obligations of a Person Controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable reasonably acceptable to the holder of such depository receipt from any amount received by Trustee, each stating that all conditions precedent provided for or relating to the custodian in respect of the U.S. Government Obligation Legal Defeasance or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receiptCovenant Defeasance have been complied with.

Conditions to Defeasance. (a) The following shall be the conditions to application of Section 12.02 to the Outstanding Securities of such seriesIssuer may exercise its legal defeasance option or its covenant defeasance option only if: (ai) the Company shall Issuer irrevocably have deposited or caused to be deposited deposits in trust with the Trustee (or another trustee satisfying the requirements of Section 9.09 who shall agree to comply with the provisions of this ARTICLE Twelve applicable to it) as trust funds cash in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the holders of such Securities, (1) money in an amount, or (2) U.S. Government Obligations 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, money in an amount, or (3) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm acceptable to the Company expressed in a written certification thereof delivered to the Trustee, Dollars sufficient to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (A) the principal of and premium (and premium, if any) and each installment of principal of (and premium, if any) and interest on the Outstanding Securities of such series on any Redemption DateNotes when due at maturity or redemption, if as the Company has irrevocably elected to cause case may be; (ii) the Outstanding Securities of such series subject to redemption to be redeemed on a specific Redemption Date by giving notice Issuer delivers to the Trustee a certificate from a nationally recognized firm of independent accountants, investment bank or financial advisory firm expressing their opinion that the payments of principal and interest when due and without reinvestment on any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, and interest when due on all the Notes to maturity or redemption, as the case may be; (iii) no Default specified in Section 10.01(h) or (i) with respect to the Issuer shall have occurred or is continuing on the date of such election deposit; (iv) the deposit does not constitute a default under any other material agreement or instrument binding on the Issuer; (v) in the case of the legal defeasance option, the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (1) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable 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 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 and in the same manner and at the time it exercises its option pursuant to Section 12.02same times as would have been the case if such deposit and defeasance had not occurred; provided that upon any redemption that requires the payment of the Applicable Premium, or on the Stated Maturity amount deposited shall be sufficient for purposes of such principal or installment of principal or interest and (B) any mandatory sinking fund payments or analogous payments applicable this Indenture to the Outstanding Securities extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of such series the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the day on which such payments are date of the redemption. Notwithstanding the foregoing, the Opinion of Counsel required by the immediately preceding sentence with respect to a legal defeasance need not be delivered if all of the Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable in accordance with the terms of this Indenture and of such Securities. For this purpose, “U.S. Government Obligations” means securities that are (x) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (y) obligations will become due and payable at their Maturity Date within one year under arrangements satisfactory to the Trustee for the giving of a Person Controlled or supervised notice of redemption by the Trustee in the name, and acting as an agency or instrumentality at the expense, of the United States Issuer; (vi) such exercise does not impair the right of America the any Holder to receive payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of Americaprincipal of, whichpremium, in either case, are not callable or redeemable at the option of the issuer thereofif any, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) interest on such Holder’s Notes on or after the due dates therefore or to institute suit for the enforcement of the Securities Act of 1933, as amended) as custodian any payment on or with respect to any such Xxxxxx’s Notes; (vii) in the case of the covenant defeasance option, the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for U.S. Government Obligation federal income tax purposes as a result of such deposit and defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; and (viii) the 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 to be so defeased and discharged as contemplated by this Article XII have been complied with. (b) Before or after a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian deposit, the Issuer may make arrangements satisfactory to the Trustee for the account of the holder redemption of such depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian Notes at a future date in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receiptaccordance with Article III.

Conditions to Defeasance. (a) The following shall be the conditions to application of Section 12.02 to the Outstanding Securities of such seriesCompany may exercise its legal defeasance option or its covenant defeasance option only if: (ai) the Company shall irrevocably have deposited or caused to be deposited deposits in trust with the U.S. Trustee (or another trustee satisfying the requirements of Section 9.09 who shall agree to comply with the provisions of this ARTICLE Twelve applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the holders of such Securities, (1) money in an amountamount sufficient or U.S. Government Obligations, the principal of and interest on which shall be sufficient, or (2) U.S. Government Obligations 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, money in an amount, or (3) a combination thereofthereof sufficient to pay the principal of, sufficientand premium (if any), in and interest, on the opinion of Notes when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii) the Company delivers to the U.S. Trustee a certificate from a nationally recognized firm of independent public accountants accountants, a nationally recognized investment bank or a nationally recognized investment banking firm acceptable 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 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 maturity or redemption, as the case may be; (iii) the Company expressed delivers to the Trustees an Opinion of Counsel in Canada to the effect that: the beneficial owners of the notes will not recognize income, gain or loss for Canadian federal income tax purposes as a result of the defeasance or covenant defeasance; 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 written certification thereof breach or violation of, or constitute a default under, any indenture or other agreement or instrument for borrowed money to which the Company is a party or by which the Company 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 granting of Liens in connection therewith); (v) 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 is not an “insolvent person” within the meaning of the 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 such deposit; (vii) in the case of the legal defeasance option, the Company shall have delivered to the Trustee, Trustees an Opinion of Counsel to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, effect that (A) the principal of (and premium, if any) and each installment of principal of (and premium, if any) and interest on the Outstanding Securities of such series on any Redemption Date, if the Company has irrevocably elected to cause the Outstanding Securities of such series subject to redemption to be redeemed on a specific Redemption Date by giving notice to the Trustee of such election at the time it exercises its option pursuant to Section 12.02received from, or on there has been published by, the Stated Maturity of such principal Internal Revenue Service a ruling, or installment of principal or interest and (B) any mandatory sinking fund payments or analogous payments applicable to since the Outstanding Securities of such series on the day on which such payments are due and payable in accordance with the terms 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 Securities. For this purpose, “U.S. Government Obligations” means securities defeasance and that are such defeasance will not otherwise alter those beneficial owners’ United States federal income tax treatment of principal and interest payments on the Notes; (xviii) direct obligations in the case of the covenant defeasance option, the Company shall have delivered to the Trustees an Opinion of Counsel 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 such defeasance and that such defeasance will not otherwise alter those beneficial owners’ United States federal income tax treatment of America for principal and interest payments on the Notes; and (ix) the Company delivers to the Trustees an Officers’ Certificate and an Opinion of Counsel, each to the effect that all conditions precedent to such defeasance 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 which its full faith and credit is pledged or (y) obligations of a Person Controlled or supervised by and acting “make-whole” amount, the amount deposited with the U.S. Trustee as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined provided in Section 3(a)(28.2(a)(i) of the Securities Act of 1933, as amended) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of such “make-whole” amount shall be sufficient if equal to the “make-whole” amount 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. Government Obligation Trustee on or prior to the specific payment date of principal of or interest on redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the U.S. Government Obligation evidenced by Trustee simultaneously with the deposit of such depository receiptApplicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption.

Conditions to Defeasance. The following shall be the conditions to application of Section 12.02 to the Outstanding Securities of such seriesCompany may exercise its legal defeasance option or its covenant defeasance option only if: (a) the Company shall irrevocably have deposited or caused to be deposited deposits in trust with the Trustee (or another trustee satisfying the requirements of Section 9.09 who shall agree to comply with the provisions of this ARTICLE Twelve applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the holders of such Securities, (1) money in an amountamount sufficient or U.S. Government Obligations, the principal of and interest on which will be sufficient, or (2) U.S. Government Obligations 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, money in an amount, or (3) a combination thereof, thereof sufficient, in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm acceptable to the Company expressed in a written certification thereof delivered to the Trusteeaccountants, to pay and dischargethe principal of, and which shall be applied by the Trustee premium (or other qualifying trustee) to pay and discharge, (A) the principal of (and premium, if any) and each installment of principal of (and premium, if any) and interest on the Outstanding Securities relevant series of Notes when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (b) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of such series of Notes will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal income tax on any Redemption Datethe 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; (c) in the case of the covenant defeasance option, the Company has irrevocably elected shall have delivered to cause the Outstanding Securities Trustee an Opinion of Counsel to the effect that the Holders of such series of Notes will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and defeasance and will be subject to redemption to be redeemed Federal income tax on a specific Redemption Date by giving notice to the Trustee of such election same amounts, in the same manner and at the time it exercises its option pursuant to Section 12.02, or same times as would have been the case if such deposit and defeasance had not occurred; (d) the deposit does not constitute a default under any other material agreement binding on the Stated Maturity of such principal or installment of principal or interest and Company (B) any mandatory sinking fund payments or analogous payments applicable to the Outstanding Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities. For this purpose, “U.S. Government Obligations” means securities other than that are (x) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (y) obligations of a Person Controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian resulting with respect to any Indebtedness being defeased from any borrowing of funds to be applied to make the deposit required to effect such U.S. Government Obligation legal defeasance option or covenant defeasance option and any similar and simultaneous deposit relating to such Indebtedness, and the granting of Liens in connection therewith); (e) the Company delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a specific payment regulated investment company under the Investment Company Act of principal 1940; and (f) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of or interest on any such U.S. Government Obligation held by such custodian for Counsel, each stating that all conditions precedent to the account defeasance and discharge of the holder of such depository receipt, provided that (except Notes as required contemplated by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receiptthis Article Eight have been complied with.

Conditions to Defeasance. The following shall be the conditions In order to application of Section 12.02 to the Outstanding Securities of such seriesexercise either Legal Defeasance or Covenant Defeasance: (a1) the Company shall irrevocably have deposited or caused to be deposited deposit with the Trustee (or another trustee satisfying the requirements of Section 9.09 who shall agree to comply with the provisions of this ARTICLE Twelve applicable to it) as trust funds Trustee, in trust trust, for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the holders of such SecuritiesHolders cash in U.S. dollars, (1) money in an amountnon-callable U.S. Government obligations, or (2) U.S. Government Obligations 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, money in an amount, or (3) a combination thereof, sufficientin such amounts as shall be sufficient without consideration of reinvestment, in the written opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm acceptable to the Company expressed in a written certification thereof delivered to the Trusteeaccountants, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (A) the principal of (and of, premium, if any) and each installment of principal of (and premium, if any) and interest on the Outstanding Securities on the stated date for payment thereof or on the applicable redemption date, as the case may be; (2) in the case of such series on any Redemption DateLegal Defeasance, if the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: (a) the Company has irrevocably elected received from, or there has been published by, the Internal Revenue Service a ruling; or (b) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to cause the Outstanding Securities effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders shall not recognize income, gain or loss for federal income tax purposes as a result of such series Legal Defeasance and shall be subject to redemption to be redeemed federal income tax on a specific Redemption Date by giving notice 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; (3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders shall not recognize income, gain or loss for federal income tax purposes as a result of such election Covenant Defeasance and shall be subject to federal income tax on the same amounts, in the same manner and at the time it exercises its option pursuant same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or an Event of Default resulting from the borrowing of funds to Section 12.02be applied to such deposit and the grant of any Lien securing such borrowings); (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or on constitute a default under this Indenture (other than a Default or an Event of Default resulting from the Stated Maturity incurrence of Indebtedness to be applied to such principal deposit and the grant of any Lien securing such Indebtedness) or installment any other material agreement or instrument to which the Company or any of principal its Subsidiaries is a party or interest and by which the Company or any of its Subsidiaries is bound; (B6) any mandatory sinking fund payments or analogous payments applicable the Company shall have delivered to the Outstanding 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 with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others; (7) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and (8) the Company delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940. Notwithstanding the foregoing, the Opinion of Counsel required by clause (2) above with respect to a Legal Defeasance need not be delivered if all Securities of such series on not theretofore delivered to the day on which such payments are Trustee for cancellation (i) have become due and payable or (ii) will become due and payable on the maturity date within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. 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 the terms of this Indenture and of such Securities. For this purpose, “U.S. Government Obligations” means securities that are (x) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (y) obligations of a Person Controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receiptArticle 3.

Conditions to Defeasance. (a) The following shall be the conditions to application of Section 12.02 Companies may exercise their legal defeasance option or its covenant defeasance option, in each case, with respect to the Outstanding Securities of a series only if: (i) the Companies irrevocably deposit in trust with the Trustee cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient or U.S. Government Obligations, the principal of and the interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of and premium, if any, and interest on the Securities of such series: (a) series when due at Stated Maturity or redemption, as the Company case may be, including interest thereon to maturity or such Redemption Date; provided that upon any redemption that requires the payment of the premium, the amount deposited shall irrevocably have be sufficient for purposes of this Indenture to the extent that an amount is deposited or caused with the Trustee equal to the premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee (on or another trustee satisfying prior to the requirements of Section 9.09 who shall agree to comply with the provisions of this ARTICLE Twelve 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 date of the holders of redemption (and any such Securities, (1) money deficit shall be set forth in an amount, or a written notice delivered to the Holders and the Trustee at least two (2) U.S. Government Obligations which through Business Days prior to the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before Redemption Date); (ii) the due date of any payment, money in an amount, or (3) Companies deliver to the Trustee a combination thereof, sufficient, in the opinion of certificate from a nationally recognized firm of independent public accountants or a nationally recognized expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment banking firm acceptable to the Company expressed will provide cash at such times and in a written certification thereof delivered to the Trustee, such amounts as will be sufficient to pay and dischargeprincipal, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (A) the principal of (and premium, if any) , and each installment interest when due on all the Securities of principal such series to Stated Maturity or redemption, as the case may be; provided that upon any redemption that requires the payment of a premium the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption (and any such deficit shall be set forth in a written notice delivered to the holders and the Trustee at least two (2) Business Days prior to the Redemption Date); (iii) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(f) or (g) with respect to any Company occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other agreement binding on the Companies; (v) in the case of the legal defeasance option, the Companies shall have delivered to the Trustee an Opinion of Counsel stating that (1) the Companies have received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred, provided that such Opinion of Counsel shall not be required by this clause (v) if all the Securities of such series not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable at their Stated Maturity within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Companies; (vi) such exercise does not impair the right of any Holder to receive payment of principal, premium, if any) , and interest on the Outstanding such Holder’s Securities of such series on or after the due dates therefore or to institute suit for the enforcement of any Redemption Datepayment on or with respect to such Holder’s Securities of such series; (vii) in the case of the covenant defeasance option, the Companies shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such series will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; and (viii) the Company has irrevocably elected Companies deliver to cause the Outstanding Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities of such series subject to redemption to be redeemed on so defeased and discharged as contemplated by this Article XII have been complied with. (b) Before or after a specific Redemption Date by giving notice deposit, the Companies may make arrangements satisfactory to the Trustee for the redemption of such election Securities at the time it exercises its option pursuant to Section 12.02, or on the Stated Maturity of such principal or installment of principal or interest and (B) any mandatory sinking fund payments or analogous payments applicable to the Outstanding Securities of such series on the day on which such payments are due and payable a future date in accordance with the terms of this Indenture and of such Securities. For this purpose, “U.S. Government Obligations” means securities that are (x) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (y) obligations of a Person Controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receiptArticle IV.

Conditions to Defeasance. The following shall be the conditions In order to application of Section 12.02 exercise either legal defeasance or covenant defeasance with respect to the Outstanding Securities of such seriesoutstanding Notes: (a) the Company shall Issuer must irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 9.09 who shall agree to comply with the provisions of this ARTICLE Twelve 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, to the benefit benefits of the holders Holders of such Securities, Notes: (1) money in an amount, or (2) U.S. Government Obligations Obligations, 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, money in an amount, amount or (3) a combination thereof, sufficientin each case sufficient without reinvestment, in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm acceptable to the Company 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, (A) the entire indebtedness in respect of the principal of (and premium, if any) and each installment of principal of (and premium, if any) and interest and Additional Interest on the Outstanding Securities of such series on any Redemption Date, if the Company has irrevocably elected to cause the Outstanding Securities of such series subject to redemption to be redeemed on a specific Redemption Date by giving notice to the Trustee of such election at the time it exercises its option pursuant to Section 12.02, or Notes on the Stated Maturity of such principal thereof or installment of principal or interest and (B) any mandatory sinking fund payments or analogous payments applicable if the Issuer has made irrevocable arrangements satisfactory to the Outstanding Securities Trustee for the giving of such series on notice of redemption by the day on which such payments are due Trustee in the name and payable at the expense of the Issuer) the redemption date thereof, as the case may be, in accordance with the terms of this Indenture and such Notes; (b) in the case of such Securities. For this purposean election under Section 8.2, “U.S. Government Obligations” means securities the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that are (x1) direct obligations the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling or (2) since the date of the Indenture, there has been a change in the applicable United States of America for the payment of which its full faith and credit is pledged federal income tax law (whether by statute or (y) obligations of a Person Controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, whichjudicial precedent), in either casecase (1) or (2) to the effect that, are and based thereon such opinion shall confirm that, the Holders of such Notes will not callable recognize gain or redeemable at the option loss for United States federal income tax purposes as a result of the issuer thereofdeposit, defeasance and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian discharge to be effected with respect to such Notes and will be subject to United States federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, defeasance and discharge were not to occur; (c) in the case of an election under Section 8.3, the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such outstanding Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit and covenant defeasance to be effected with respect to such Notes and will be subject to federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and covenant defeasance were not to occur; (d) no Default or Event of Default with respect to the outstanding Notes shall have occurred and be continuing at the time of such deposit after giving effect thereto (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien to secure such U.S. Government Obligation borrowing); (e) such legal defeasance or covenant defeasance shall not cause the Trustee to have a specific payment conflicting interest within the meaning of principal the Trust Indenture Act (assuming all Notes are in default within the meaning of such act); (f) such legal defeasance or interest on covenant defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or material instrument (other than this Indenture) to which the Issuer is a party or by which the Issuer is bound; and (g) the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such U.S. Government Obligation held defeasance or covenant defeasance have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by such custodian clause (b) above with respect to a defeasance need not to be delivered if all Notes not theretofore delivered to the Trustee for cancellation (1) have become due and payable, or (2) will become due and payable at Stated Maturity within one year under arrangements satisfactory to the Trustee for the account giving of notice of redemption by the Trustee in the name, and at the expense, of the holder of such depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction Issuer. The Collateral will be released from the amount payable to Lien securing the holder of such depository receipt from any amount received by Notes, as provided under the custodian Section 11.4, upon a legal defeasance or covenant defeasance in respect of accordance with the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receiptprovisions described above.

Conditions to Defeasance. The following shall be the conditions In order to application of Section 12.02 exercise either Legal Defeasance or Covenant Defeasance with respect to the Outstanding Securities of such seriesoutstanding Notes: (a) the Company shall must irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 9.09 who shall agree to comply with the provisions of this ARTICLE Twelve 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, to the benefit benefits of the holders Holders of such Securities, Notes: (1) money in an amount, or (2) U.S. Government Obligations Obligations, 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, money in an amount, amount or (3) a combination thereof, sufficientin each case sufficient without reinvestment, in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm acceptable to the Company expressed in a written certification thereof delivered to the Trustee and in form and substance reasonably acceptable to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (A) the entire indebtedness in respect of the principal of (and premium, if any) and each installment of principal of (and premium, if any) and interest on such Notes on the Outstanding Securities of such series on any Redemption Date, Stated Maturity thereof or (if the Company has irrevocably elected to cause the Outstanding Securities of such series subject to redemption to be redeemed on a specific Redemption Date by giving notice made irrevocable arrangements satisfactory to the Trustee for the giving of such election notice of redemption by the Trustee in the name and at the time it exercises its option pursuant to Section 12.02expense of the Company) the Redemption Date thereof, or on as the Stated Maturity of such principal or installment of principal or interest and (B) any mandatory sinking fund payments or analogous payments applicable to the Outstanding Securities of such series on the day on which such payments are due and payable case may be, in accordance with the terms of this Indenture and the Notes; (b) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel reasonably satisfactory to the Trustee stating that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (2) since the date of this Indenture, there has been a change in the applicable United States federal income tax law, in either case of (1) or (2) to the effect that, and based thereon such opinion shall confirm that, the Holders of the Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit and Legal Defeasance to be effected with respect to such Notes and will be subject to United States federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Legal Defeasance were not to occur; (c) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel reasonably satisfactory to the Trustee to the effect that the Holders of such Securitiesoutstanding Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Notes and will be subject to United States federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur; (d) no Event of Default pursuant to Section 6.01(7) hereof shall have occurred and be continuing on the date of such deposit or during the 91-day period thereafter; (e) 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 Notes are in default within the meaning of such Act); (f) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or material instrument (other than this Indenture) to which the Company is a party or by which the Company is bound; and (g) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel in form and substance reasonably acceptable to the Trustee, each stating that all conditions precedent with respect to such Legal Defeasance or Covenant Defeasance have been complied with. For Notwithstanding the foregoing, the Opinion of Counsel required by clause (b) of this purpose, “U.S. Government Obligations” means securities that are Section 9.02 with respect to a Legal Defeasance need not to be delivered if all Notes not previously delivered to the Trustee for cancellation (x) direct obligations of the United States of America for the payment of which its full faith have become due and credit is pledged payable, or (y) obligations will become due and payable within one year at Stated Maturity or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of a Person Controlled or supervised notice of redemption by the Trustee in the name, and acting as an agency or instrumentality at the expense, of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receiptCompany.

Conditions to Defeasance. The following shall be the conditions In order to application of Section 12.02 exercise either legal defeasance or covenant defeasance with respect to the Outstanding Securities of such seriesoutstanding Notes: (a) the Company shall Issuer must irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 9.09 who shall agree to comply with the provisions of this ARTICLE Twelve 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, to the benefit benefits of the holders Holders of such Securities, Notes: (1) money in an amount, or (2) U.S. Government Obligations Obligations, 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, money in an amount, amount or (3) a combination thereof, sufficientin each case sufficient without reinvestment, in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm acceptable to the Company 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, (A) the entire indebtedness in respect of the principal of (and premium, if any) and each installment of principal of (and premium, if any) and interest on the Outstanding Securities of such series on any Redemption Date, if the Company has irrevocably elected to cause the Outstanding Securities of such series subject to redemption to be redeemed on a specific Redemption Date by giving notice to the Trustee of such election at the time it exercises its option pursuant to Section 12.02, or Notes on the Stated Maturity of such principal thereof or installment of principal or interest and (B) any mandatory sinking fund payments or analogous payments applicable if the Issuer has made irrevocable arrangements satisfactory to the Outstanding Securities Trustee for the giving of such series on notice of redemption by the day on which such payments are due Trustee in the name and payable at the expense of the Issuer) the Redemption Date thereof, as the case may be, in accordance with the terms of this Indenture and such Notes; (b) in the case of such Securities. For this purposean election under Section 8.2, “U.S. Government Obligations” means securities the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that are (x1) direct obligations the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling or (2) since the date of the Indenture, there has been a change in the applicable United States of America for the payment of which its full faith and credit is pledged federal income tax law (whether by statute or (y) obligations of a Person Controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, whichjudicial precedent), in either casecase of (1) or (2) to the effect that, are and based thereon such opinion shall confirm that, the Holders of such Notes will not callable recognize gain or redeemable at the option loss for United States federal income tax purposes as a result of the issuer thereofdeposit, defeasance and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian discharge to be effected with respect to such Notes and will be subject to United States federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, defeasance and discharge were not to occur; (c) in the case of an election under Section 8.3, the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such outstanding Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit and covenant defeasance to be effected with respect to such Notes and will be subject to federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and covenant defeasance were not to occur; (d) no Default or Event of Default with respect to the outstanding Notes shall have occurred and be continuing at the time of such deposit after giving effect thereto (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien to secure such U.S. Government Obligation borrowing); (e) such legal defeasance or covenant defeasance shall not cause the Trustee to have a specific payment conflicting interest within the meaning of principal the Trust Indenture Act (assuming all Notes are in default within the meaning of such act); (f) such legal defeasance or interest on covenant defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or material instrument (other than this Indenture) to which the Issuer is a party or by which the Issuer is bound; and (g) the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such U.S. Government Obligation held defeasance or covenant defeasance have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by such custodian clause (b) above with respect to a defeasance need not to be delivered if all Notes not theretofore delivered to the Trustee for cancellation (1) have become due and payable, or (2) will become due and payable at Stated Maturity within one year under arrangements satisfactory to the Trustee for the account giving of notice of redemption by the Trustee in the name, and at the expense, of the holder of such depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction Issuer. The Collateral will be released from the amount payable to Lien securing the holder of such depository receipt from any amount received by Notes, as provided under Section 11.4, upon a legal defeasance or covenant defeasance in accordance with the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receiptprovisions described above.