Common use of Conditions to Defeasance Clause in Contracts

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option only if: (1) the Company irrevocably deposits in trust with the Trustee money or U.S. Government Obligations sufficient for the payment in full of the principal of, and any premium due on, the Securities, and any accrued and unpaid interest on, and Liquidated Damages, if any, with respect to the Securities then outstanding, from April 1, 2002, as the maturity date, the redemption date or the Purchase Date, as the case may be; (2) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment of 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 of, premium, if any, any accrued and unpaid interest when due on, and Liquidated Damages, if any, with respect to all the Securities to maturity or redemption, as the case may be; (3) since the Company's irrevocable deposit provided for in Section 8.02(1) 91 days have passed; (4) no Default has occurred and is continuing on the date of such deposit and after giving effect to it; (5) the deposit does not constitute a default under any other agreement binding on the Company; (6) 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, as amended; (7) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) under applicable federal 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 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; (8) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee and 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 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 (9) 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 contemplated by this Article 8 have been satisfied. Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption or purchase of Securities at a future date in accordance with Article 3.

Conditions to Defeasance. (a) The Company Issuer may exercise its legal defeasance option or its covenant defeasance option only if: (1i) the Company Issuer irrevocably deposits in trust with the Trustee money cash in U.S. Dollars or U.S. Government Obligations sufficient for Obligations, the payment in full principal of and the interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of, and any premium due on, the Securities, and any accrued and unpaid interest on, and Liquidated Damages, (if any, with respect to ) and interest on the Securities then outstanding, from April 1, 2002, as the applicable Notes when due at maturity date, the redemption date or the Purchase Dateredemption, as the case may be, including interest thereon to maturity or such redemption date; (2ii) the Company Issuer delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment of on the deposited U.S. Government Obligations Obligations, plus any deposited money without investment investment, will provide cash at such times and in such amounts as will be sufficient to pay principal ofprincipal, premium, if any, any accrued and unpaid interest when due on, and Liquidated Damages, if any, with respect to on all the Securities Notes to maturity or redemption, as the case may be; (3) since the Company's irrevocable deposit provided for in Section 8.02(1iii) 91 days have passedpass after the deposit is made and during the 91-day period no Default specified in Section 6.01(e) or (f) with respect to the Issuer occurs which is continuing at the end of the period; (4) no Default has occurred and is continuing on the date of such deposit and after giving effect to it; (5iv) the deposit does not constitute a default under any other agreement binding on the CompanyIssuer; (6v) the Company Issuer delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940, as amended; (7vi) in the case of the legal defeasance option, the Company Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (i1) the Company Issuer has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii2) under since the date of this Indenture there has been a change in the applicable federal Federal income tax law, in either case, case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal income tax on the same amountsamount, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; provided, however, that such Opinion of Counsel need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable at their Stated Maturity within one year under arrangements satisfactory to the Trustee for the giving notice of redemption by the Trustee in the name, and at the expense, of the Issuer; (8) vii) in the case of the covenant defeasance option, the Company Issuer shall have delivered to the Trustee and an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for federal U.S. Federal income tax purposes as a result of such covenant deposit and defeasance and will be subject to federal U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant deposit and defeasance had not occurred; and (9viii) the Company Issuer delivers to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities Notes to be so defeased and discharged as contemplated by this Article 8 have been satisfied. complied with. (b) The Issuer shall not be deemed to have breached its obligations under Section 4.03 to the extent the net proceeds from any Indebtedness, Preferred Stock or Disqualified Stock incurred is used in accordance with Section 8.02(a)(i) above for the Issuer to exercise its legal defeasance or covenant defeasance option. (c) Before or after a deposit, the Company Issuer may make arrangements satisfactory to the Trustee for the redemption or purchase of Securities such Notes at a future date in accordance with Article 3.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option only if: (1i) the Company irrevocably deposits in trust (the "defeasance trust") with the Trustee money or U.S. Government Obligations sufficient for the payment in full of the principal ofprincipal, and any premium due on, the Securities, and any accrued and unpaid interest on, and Liquidated Damages, (if any, with respect ) and interest on the Notes to the Securities then outstanding, from April 1, 2002, as the maturity date, the redemption date or the Purchase Dateredemption, as the case may be; (2ii) such defeasance does not result in a breach or violation of, or constitute a default under, this Indenture, the Credit Agreement or any other material agreement or instrument to which the Company is a party or by which it is bound; (iii) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment of 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 of, premium, if any, any accrued and unpaid interest when due on, and Liquidated Damages, if any, with respect to on all the Securities Notes to maturity or redemption, as the case may be; (3iv) since 123 days pass after the Company's irrevocable deposit provided for is made and during the 123-day period no Default specified in Section 8.02(17.01(vii) 91 days have passedor Section 7.01(viii) in either case with respect to the Company occurs which is continuing at the end of the period; (4) no Default has occurred and is continuing on the date of such deposit and after giving effect to it; (5v) the deposit does not result in a breach or violation of, or constitute a default under under, this Indenture (including, without limitation, Article XI hereof), the Credit Agreement or any other material agreement binding on or instrument to which the CompanyCompany is a party or by which the Company is bound; (6vi) 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 U.S. Investment Company Act of 1940, as amended; (7vii) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (i1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii2) under since the date of this Indenture there has been a change in the applicable federal U.S. Federal income tax law, in either case, case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal U.S. Federal income tax purposes as a result of such 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; (8) viii) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee and an Opinion of Counsel in the United States to the effect that the Holders will not recognize income, gain or loss for federal U.S. Federal income tax purposes as a result of such covenant defeasance and will be subject to federal U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; and (9ix) 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 Notes as contemplated by this Article 8 IX have been satisfiedcomplied with. Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption or purchase of Securities the Notes at a future date in accordance with Article 3III.

Conditions to Defeasance. (a) The Company Issuer may exercise its legal defeasance option or its covenant defeasance option only if: (1i) the Company Issuer irrevocably deposits or causes to be deposited in trust with the Trustee money or cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient for the payment in full of to pay the principal of, and any premium due on, the Securities, (if any) and any accrued and unpaid interest on, and (including Liquidated Damages, if any, with respect to ) on the Securities then outstanding, from April 1, 2002, as the applicable Notes when due at maturity date, the redemption date or the Purchase Dateredemption, as the case may be; (2ii) the Company Issuer delivers to the Trustee a certificate from a nationally recognized certified public accounting firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment of 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 ofprincipal, premium, if any, any accrued and unpaid interest when due on, and Liquidated Damages, if any, with respect to on all the Securities Notes to maturity or redemption, as the case may be; (3) since the Company's irrevocable deposit provided for in Section 8.02(1iii) 91 days have passedpass after the deposit is made and during the 91-day period no Default specified in Section 6.1(e) or (f) with respect to the Issuer occurs which is continuing at the end of the period; (4) no Default has occurred and is continuing on the date of such deposit and after giving effect to it; (5iv) the deposit does not constitute a default under any other agreement binding on the CompanyIssuer; (6v) the Company Issuer delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company advisor under the Investment Company Advisors Act of 1940, as amended; (7vi) in the case of the legal defeasance option, the Company shall Issuer will have delivered to the Trustee an Opinion of Counsel stating that (iA) the Company Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (iiB) under since the date of this Indenture there has been a change in the applicable U.S. federal income tax law, in either case, case to the effect that, and based thereon such Opinion of Counsel shall will confirm that, subject to customary assumptions and exclusions, the Holders and beneficial owners will not recognize income, gain or loss for U.S. federal income tax purposes on the same amountspurposes, in the same manner and at the same times as would have been the case if such defeasance had not occurred; (8) in the case of the covenant defeasance optionapplicable, the Company shall have delivered to the Trustee and 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 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; (vii) in the case of the covenant defeasance option, the Issuer will have delivered to the Trustee an Opinion of Counsel to the effect that, subject to customary assumptions and exclusions, the Holders and beneficial owners will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; and (9viii) the Company Issuer delivers to the Trustee an Officers' Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities Notes to be so defeased and discharged as contemplated by this Article 8 VIII have been satisfied. complied with. (b) Before or after a deposit, the Company Issuer may make arrangements satisfactory to the Trustee for the redemption or purchase of Securities such Notes at a future date in accordance with Article 3.V.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option only if: (1) the Company irrevocably deposits in trust (the "defeasance trust") with the Trustee money or U.S. Government Obligations sufficient for the payment in full of the principal of, and any premium due onpremium, the Securitiesif any, and any accrued and unpaid interest on, and Liquidated Damages, if any, with respect to the Securities Senior Notes then outstanding, from April 1, 2002, as of the maturity date, the redemption date or the Purchase Date, as the case may be; (2) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment of 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 when due principal of, premium, if any, and any accrued and unpaid interest when due on, and Liquidated Damages, if any, with respect to all the Securities Senior Notes to maturity or redemption, as the case may be; (3) since the Company's irrevocable deposit provided for in Section 8.02(1) 8.2(l), 91 days have passed; (4) no Default has occurred and is continuing on the date of such deposit and after giving effect to it; (5) the deposit does not constitute a default under any other agreement binding on the Company; (6) 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, as amended; (7) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (ii) under applicable federal income tax law, in either case, to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance and will be subject to federal income tax on the same amountsamount, in the same manner and at the same times as would have been the case if such defeasance had not occurred; (8) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee and an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amountsamount, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurredoccurred (and, in the case of legal defeasance only, such opinion of counsel must be based on a ruling of the Internal Revenue Service or other change in applicable federal income tax law); and (9) 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 Senior Notes contemplated by this Article 8 have been satisfied. Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption or purchase of Securities Senior Notes at a future date in accordance with Article 3.

Conditions to Defeasance. The Company (a) Holdings may exercise its legal defeasance option or its covenant defeasance option only if: (1i) the Company Holdings irrevocably deposits in trust with the Trustee money in an amount sufficient or U.S. Government Obligations sufficient for the payment in full of the principal ofof and interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of and any premium interest on the Notes when due on, the Securities, and any accrued and unpaid interest on, and Liquidated Damages, if any, with respect to the Securities then outstanding, from April 1, 2002, as the at maturity date, the redemption date or the Purchase Dateredemption, as the case may be, including interest thereon to maturity or such redemption date and Additional Amounts, if any; (2ii) the Company Holdings delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment of 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 of, premium, if any, any accrued and unpaid interest when due on, and Liquidated Damages, if any, with respect to on all the Securities Notes to maturity or redemption, as the case may be; (3iii) since 123 days pass after the Company's irrevocable deposit provided for is made and during the 123-day period no Default specified in Section 8.02(16.01(g) 91 days have passedor (h) with respect to Holdings occurs which is continuing at the end of the period; (4) no Default has occurred and is continuing on the date of such deposit and after giving effect to it; (5iv) the deposit does not constitute a default under any other agreement binding on the CompanyHoldings; (6v) the Company Holdings delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940, as amended; (7vi) in the case of the legal defeasance option, the Company Holdings shall have delivered to the Trustee an Opinion of Counsel stating that (i1) the Company Holdings has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii2) under since the date of this Indenture there has been a change in the applicable federal Federal income tax law, in either case, 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 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; (8) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee and 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 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 (9) 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 contemplated by this Article 8 have been satisfied. Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption or purchase of Securities at a future date in accordance with Article 3.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Securities only if: (1i) the Company irrevocably deposits or causes to be deposited in trust with the Trustee money or U.S. Government Obligations which through the scheduled payment of Principal and interest in respect thereof in accordance with their terms will provide cash at such times and in such amounts as will be sufficient for the payment in full of the principal of, to pay Principal and any premium interest when due on, the Securities, and any accrued and unpaid interest on, and Liquidated Damages, if any, with respect on all outstanding Securities (except Securities replaced pursuant to the Securities then outstanding, from April 1, 2002, as the Section 2.9) to maturity date, the redemption date or the Purchase Dateredemption, as the case may be; (2ii) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal Principal and interest when due and without reinvestment of 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 of, premium, if any, any accrued Principal and unpaid interest when due on, and Liquidated Damages, if any, with respect on all outstanding Securities (except Securities replaced pursuant to all the Securities Section 2.9) to maturity or redemption, as the case may be; (3) since the Company's irrevocable deposit provided for in Section 8.02(1iii) 91 days have passedpass after the deposit is made and during the 91-day period no Default specified in Section 6.1(6) or (7) occurs which is continuing at the end of the period; (4) no Default has occurred and is continuing on the date of such deposit and after giving effect to it; (5iv) the deposit does not constitute a default under any other material agreement binding on the Company; (6v) 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, as amended; (7vi) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) under since the date of this Indenture there has been a change in the applicable federal income tax law, in either case, 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 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; (8) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee and Opinion of Counsel to the effect that the Holders Securityholders will not recognize income, gain or loss for federal income tax purposes as a result of such covenant 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; (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 Securityholders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; and (9viii) 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 as contemplated by this Article 8 have been satisfiedcomplied with. Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption or purchase of Securities at a future date in accordance with Article 3.

Conditions to Defeasance. (a) The Company Issuers may exercise its their legal defeasance option or its their covenant defeasance option only if: (1i) the Company Issuers irrevocably deposits deposit in trust with the Trustee money in an amount sufficient or U.S. Government Obligations sufficient for the payment in full of Obligations, the principal ofof and interest on which will be sufficient, and any or a combination thereof sufficient, to pay the principal, premium due on, the Securities, and any accrued and unpaid interest on, and Liquidated Damages, (if any, with respect to ) and interest on the Securities then outstanding, from April 1, 2002, as the Notes when due at maturity date, the redemption date or the Purchase Dateredemption, as the case may be, including interest thereon to maturity or such redemption date and Additional Interest, if any; (2ii) the Company delivers Issuers deliver to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment of 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 of, premium, if any, any accrued and unpaid interest when due on, and Liquidated Damages, if any, with respect to on all the Securities Notes to maturity or redemption, as the case may be; (3) since the Company's irrevocable deposit provided for in Section 8.02(1iii) 91 days have passedpass after the deposit is made and during the 91-day period no Default specified in Section 6.01(g) or (h) with respect to the Issuers occurs which is continuing at the end of the period; (4) no Default has occurred and is continuing on the date of such deposit and after giving effect to it; (5iv) the deposit does not constitute a default under any other agreement binding on the CompanyIssuers; (6v) the Company delivers Issuers deliver to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940, as amended; (7vi) in the case of the legal defeasance option, the Company Issuers shall have delivered to the Trustee an Opinion of Counsel stating that (i1) the Company Issuers has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii2) under since the date of this Indenture there has been a change in the applicable federal Federal income tax law, in either case, case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal Federal income tax purposes as a result of such defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred; (8) vii) in the case of the covenant defeasance option, the Company Issuers shall have delivered to the Trustee and an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for federal Federal income tax purposes as a result of such covenant defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; and (9viii) the Company delivers Issuers deliver to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities Notes as contemplated by this Article 8 have been satisfied. complied with. (b) Before or after a deposit, the Company Issuers may make arrangements satisfactory to the Trustee for the redemption or purchase of Securities Notes at a future date in accordance with Article 3.

Conditions to Defeasance. (a) The Company may exercise its legal defeasance option or its covenant defeasance option only if: (1i) the Company irrevocably deposits in trust with the Trustee money or cash in U.S. dollars, U.S. Government Obligations or a combination thereof sufficient for the payment in full of to pay the principal of, of and any premium due on, the Securities, and any accrued and unpaid interest on, and Liquidated Damages, (if any, with respect to ) and interest on the Securities then outstanding, from April 1, 2002, as the Notes when due at maturity date, the redemption date or the Purchase Dateredemption, as the case may be; (2ii) with respect to U.S. Government Obligations or a combination of money and U.S. Government Obligations, the Company delivers to the Trustee a written certificate from a nationally recognized firm of independent accountants an Independent Financial Advisor delivered to the Trustee expressing their its opinion that the payments of principal and interest when due and without reinvestment of 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 ofprincipal, premium, if any, any accrued and unpaid interest when due on, and Liquidated Damages, if any, with respect to on all the Securities Notes to maturity or redemption, as the case may be; provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to 11:00 a.m., New York City time, on the date of the redemption; (3) since the Company's irrevocable deposit provided for in Section 8.02(1) 91 days have passed; (4iii) no Default has specified in Section 6.01(f) or (g) with respect to the Company shall have occurred and or is continuing on the date of such deposit and after giving effect to itdeposit; (5iv) the deposit does not constitute a default under any other material agreement or instrument binding on the Company; (6v) the Company delivers shall have delivered to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940, as amended; (7) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii2) under since the date of this Indenture there has been a change in the applicable U.S. federal income tax law, in either case, case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders beneficial owners will not recognize income, gain or loss for 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, amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred. Notwithstanding the foregoing, the Opinion of Counsel required by the immediately preceding sentence with respect to a legal defeasance need not be delivered if all of the Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable at their Stated Maturity within one year, or if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company; (8) vi) such exercise does not impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Notes on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s Notes; (vii) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee and an Opinion of Counsel to the effect that the Holders beneficial owners will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such covenant deposit and defeasance and will be subject to U.S. federal income tax on the same amounts, amount and in the same manner and at the same times as would have been the case if such covenant deposit and defeasance had not occurred; and (9viii) 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 Notes to be so defeased and discharged as contemplated by this Article 8 VIII have been satisfied. complied with. (b) Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption or purchase of Securities such Notes at a future date in accordance with Article 3III.

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: (1) the Company irrevocably deposits in trust with the Trustee money in U.S. Dollars in an amount sufficient or U.S. Government Obligations sufficient for Obligations, the payment in full principal of and interest on which shall be sufficient, or a combination thereof sufficient, to pay the principal of, and any premium due on, the Securities, and any accrued and unpaid interest on, and Liquidated Damages, (if any, with ) and interest in respect to of the Securities then outstanding, from April 1, 2002, as the maturity date, the of such series to redemption date or the Purchase Datematurity, as the case may be; (2) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment of 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 of, premium, if any, any accrued and unpaid interest when due on, and Liquidated Damages, if any, with respect to on all the Securities of such series to maturity or redemption, as the case may be; (3) since the Company's irrevocable deposit provided for in Section 8.02(1) 91 days have passedpass after the deposit is made and during the 91-day period no Default with respect to such series specified in Sections 6.01(7) or (8) with respect to the Company occurs which is continuing at the end of the period; (4) no Default has occurred and is continuing on the date of such deposit and after giving effect to it; (5) the deposit does not constitute a default under any other material agreement binding on the Company; (65) 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, as amended; (76) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (iA) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (iiB) under since the date of this Indenture there has been a change in the applicable federal Federal income tax law, in either case, case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of such series will not recognize income, gain or loss for federal income tax purposes 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; (8) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee and Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for federal Federal income tax purposes as a result of such covenant deposit and defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant deposit and defeasance had not occurred; and (97) in the case of the covenant defeasance option, the Company delivers shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent Counsel to the effect that the Holders of such series will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and covenant defeasance and discharge of will be subject to Federal income tax on the Securities contemplated by this Article 8 same amounts, in the same manner and at the same times as would have been satisfiedthe case if such deposit and covenant defeasance had not occurred. Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption or purchase of Securities at a future date in accordance with Article 3.

Conditions to Defeasance. The Company Holdings may exercise its legal defeasance option or its covenant defeasance option only if: (1) the Company Holdings irrevocably deposits in trust (the "defeasance trust") with the Trustee money or U.S. Government Obligations sufficient for the payment in full of the principal ofof (or, and any premium due onif prior to September 15, 2004, the SecuritiesAccreted Value of), premium, if any, and any accrued and unpaid interest on, and Liquidated Damages, if any, with respect to the Securities Notes then outstanding, from April 1, 2002, as of the maturity date, the redemption date or the Purchase Date, as the case may be; (2) the Company Holdings delivers to the Trustee a certificate from a nationally recognized firm of independent accountants or an investment bank expressing their its opinion that the payments of principal and interest when due and without reinvestment of 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 when due principal of, premium, if any, and any accrued and unpaid interest when due on, and Liquidated Damages, if any, with respect to all the Securities Notes to maturity or redemption, as the case may be; (3) since the Company's Holdings' irrevocable deposit provided for in Section 8.02(1) ), 91 days have passed; (4) no Default has occurred and is continuing on the date of such deposit and after giving effect to it; (5) the deposit does not constitute a default under any other agreement binding on the CompanyHoldings; (6) the Company Holdings delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940, as amended; (7) in the case of the legal defeasance option, the Company Holdings shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company Holdings has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (ii) under applicable federal income tax law, in either case, to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance and will be subject to federal income tax on the same amountsamount, in the same manner and at the same times as would have been the case if such defeasance had not occurred; (8) in the case of the covenant defeasance option, the Company Holdings shall have delivered to the Trustee and an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amountsamount, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurredoccurred (and, in the case of legal defeasance only, such opinion of counsel must be based on a ruling of the Internal Revenue Service or other change in applicable federal income tax law); and (9) the Company Holdings delivers to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities Notes contemplated by this Article 8 have been satisfied. Before or after a deposit, the Company Holdings may make arrangements satisfactory to the Trustee for the redemption or purchase of Securities Notes at a future date in accordance with Article 3.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its the covenant defeasance option may be exercised only if: (1a) Arch Western or the Company Issuer irrevocably deposits deposit in trust with the Trustee money or U.S. Government Obligations sufficient for the payment in full of the principal of, and any premium due on, the Securities, and any accrued and unpaid interest on, and Liquidated Damagespremium, if any, with respect and interest on the Notes to the Securities then outstanding, from April 1, 2002, as the maturity date, the redemption date or the Purchase Dateredemption, as the case may be; (2b) Arch Western or the Company Issuer delivers to the Trustee a certificate from a nationally recognized firm of independent certified public accountants expressing their opinion that the payments of principal principal, premium, if any, and interest when due and without reinvestment of 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 ofprincipal, premium, if any, any accrued and unpaid interest when due on, and Liquidated Damages, if any, with respect to on all the Securities Notes to be defeased to maturity or redemption, as the case may be; (3c) since 123 days pass after the Company's irrevocable deposit provided for is made, and during the 123-day period, no Default described in Section 8.02(16.01(vii) 91 days have passedand (viii) occurs with respect to Arch Western or the Issuer or any other Person making such deposit which is continuing at the end of the period; (4d) no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect to itthereto; (5e) the such deposit does not constitute a default under any other agreement or instrument binding on the CompanyArch Western or any of its Restricted Subsidiaries; (6f) Arch Western or the Company Issuer delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940, as amended; (7) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) under applicable federal 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 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; (8) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee and 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 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 (9) 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 contemplated by this Article 8 have been satisfied. Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption or purchase of Securities at a future date in accordance with Article 3.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option only if: (1a) the Company irrevocably deposits in trust with the Trustee money in U.S. Dollars or U.S. Government Obligations sufficient for the payment in full of the principal of, of and any premium due on, the Securities, and any accrued and unpaid interest on, and Liquidated Damages(including premium, if any, with respect ) on the Notes to the Securities then outstanding, from April 1, 2002, as the maturity date, the redemption date or the Purchase Date, as the case may beredemption; (2b) the Company delivers to the Trustee a certificate from a nationally recognized accounting firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment of 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 of, and interest (including premium, if any, any accrued and unpaid interest ) when due on, and Liquidated Damages, if any, with respect to on all the Securities Notes to maturity or redemption, as the case may be; (3c) since 123 days pass after the Company's irrevocable deposit provided for is made and during the 123-day period no Default specified in Section 8.02(1Sections 6.01(g) 91 days have passedor 6.01(h) occurs with respect to the Company or any other Person making the deposit that is continuing at the end of the period; (4d) no Default or Event of Default has occurred and is continuing on the date of such the deposit and after giving effect to itthereto; (5e) the deposit does not constitute a default under any other agreement or instrument binding on the Company; (6f) 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, as amended; (7g) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) under since the date of this Indenture there has been a change in the applicable federal Federal income tax law, in either case, case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders Noteholders will not recognize income, gain or loss for federal Federal income tax purposes as a result of such defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred; (8) h) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee and an Opinion of Counsel to the effect that the Holders Noteholders will not recognize income, gain or loss for federal Federal income tax purposes as a result of such covenant defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; and (9i) 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 Notes as contemplated by this Article 8 have been satisfiedcomplied with. Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption or purchase of Securities Notes at a future date in accordance with Article 3.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option only if: (1i) the Company irrevocably deposits or causes to be deposited in trust with the Trustee money or U.S. Government Obligations which through the scheduled payment of Principal and interest in respect thereof in accordance with their terms will provide cash at such times and in such amounts as will be sufficient for the payment in full of the principal of, to pay Principal and any premium interest when due on, the Securities, and any accrued and unpaid interest on, and Liquidated Damages, if any, with respect on all outstanding Notes (except Notes replaced pursuant to the Securities then outstanding, from April 1, 2002, as the Section 2.7) to maturity date, the redemption date or the Purchase Dateredemption, as the case may be; (2ii) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal Principal and interest when due and without reinvestment of 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 of, premium, if any, any accrued Principal and unpaid interest when due on, and Liquidated Damages, if any, with respect on all outstanding Notes (except Notes replaced pursuant to all the Securities Section 2.7) to maturity or redemption, as the case may be; (3) since the Company's irrevocable deposit provided for in Section 8.02(1iii) 91 days have passedpass after the deposit is made and during the 91-day period no Default specified in Section 6.1(7) or (8) with respect to the Company occurs which is continuing at the end of the period; (4) no Default has occurred and is continuing on the date of such deposit and after giving effect to it; (5iv) the deposit does not constitute a default under any other material agreement binding on the Company; (6v) 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, as amended; (7vi) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) under since the date of this Indenture there has been a change in the applicable federal income tax law, in either case, 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 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; (8) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee and Opinion of Counsel to the effect that the Holders Noteholders will not recognize income, gain or loss for federal income tax purposes as a result of such covenant 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; (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 Noteholders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance and will be subject to federal income tax on the same amounts 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 (9viii) 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 Notes as contemplated by this Article 8 VIII have been satisfiedcomplied with. Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption or purchase of Securities Notes at a future date in accordance with Article 3III.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option only if: (1i) the Company irrevocably deposits in trust with the Trustee money in an amount sufficient, or U.S. Government Obligations sufficient for the payment in full of the principal ofof and interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of and any premium interest on the Notes when due on, the Securities, and any accrued and unpaid interest on, and Liquidated Damages, if any, with respect to the Securities then outstanding, from April 1, 2002, as the at maturity date, the redemption date or the Purchase Dateredemption, as the case may be, including interest thereon to maturity or such redemption date and Additional Amounts, if any; (2ii) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment of 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 of, premium, if any, any accrued and unpaid interest when due on, and Liquidated Damages, if any, with respect to on all the Securities Notes to maturity or redemption, as the case may be; (3iii) since 123 days pass after the Company's irrevocable deposit provided for is made and during the 123-day period no Default specified in Section 8.02(16.01(g) 91 days have passedor (h) with respect to the Company occurs which is continuing at the end of the period; (4) no Default has occurred and is continuing on the date of such deposit and after giving effect to it; (5iv) the deposit does not constitute a default under any other agreement binding on the CompanyCompany and is not prohibited by Article 10; (6v) 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, as amended; (7vi) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii2) under since the date of this Indenture there has been a change in the applicable federal Federal income tax law, in either case, case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal Federal income tax purposes as a result of such defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred; (8) vii) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee and an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for federal Federal income tax purposes as a result of such covenant defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; and (9viii) 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 Notes as contemplated by this Article 8 have been satisfied. Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption or purchase of Securities at a future date in accordance with Article 3complied with.

Conditions to Defeasance. The Company Issuers may exercise its their legal defeasance option or its their covenant defeasance option only if: (1) the Company Issuers irrevocably deposits deposit in trust with the Trustee money or U.S. Government Obligations sufficient for the payment in full of the principal ofprincipal, and any premium due on, the Securities, and any accrued and unpaid interest on, and Liquidated Damages, (if any, with respect to ) and interest on the Securities then outstanding, from April 1, 2002, as the to maturity date, the redemption date or the Purchase Dateredemption, as the case may be; (2) the Company delivers Issuers deliver to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment of 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 of, premium, if any, any accrued and unpaid interest when due on, and Liquidated Damages, if any, with respect to on all the Securities to maturity or redemption, as the case may be; (3) since 123 days pass after the Company's irrevocable deposit provided for is made and during the 123-day period no Default specified in Section 8.02(16.01(7) 91 days have passedor (8) with respect to the Issuers occurs which is continuing at the end of the period; (4) no Default has occurred and is continuing on the date of such deposit and after giving effect to it; (5) the deposit does not constitute a default under any other agreement binding on the CompanyIssuers and is not prohibited by Article 10; (65) the Company delivers Issuers deliver to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940, as amended; (76) in the case of the legal defeasance option, the Company Issuers shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has Issuers have received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) under since the date of this Indenture there has been a change in the applicable federal income tax law, in either case, case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders Securityholders will not recognize income, gain or loss for federal income tax purposes 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; (8) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee and Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for federal Federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; and (9) 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 contemplated by this Article 8 have been satisfied. Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption or purchase of Securities at a future date in accordance with Article 3.,

Conditions to Defeasance. (a) The Company may exercise its legal defeasance option or its covenant defeasance option only if: (1i) the Company irrevocably deposits in trust with the Trustee money in an amount sufficient or U.S. Government Obligations sufficient for Obligations, the payment in full principal of and interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of, and any premium due (if any) and interest on, the Securities, and any accrued and unpaid interest on, and Liquidated Damages, if any, with respect to the Securities then outstanding, from April 1, 2002, as the when due at maturity date, the redemption date or the Purchase Dateredemption, as the case may be, including interest thereon to maturity or such redemption date; (2ii) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment of on the deposited U.S. Government Obligations plus any deposited money without investment will shall provide cash at such times and in such amounts as will shall be sufficient to pay principal ofprincipal, premium, if any, any accrued and unpaid interest when due on, and Liquidated Damages, if any, with respect to on all the Securities to maturity or redemption, as the case may be; (3) since the Company's irrevocable deposit provided for in Section 8.02(1iii) 91 days have passedpass after the deposit is made and during the 91‑day period no Default specified in Section 6.01(g) or (h) with respect to the Company occurs which is continuing at the end of the period; (4) no Default has occurred and is continuing on the date of such deposit and after giving effect to it; (5iv) the deposit does not constitute a default under any other agreement binding on the Company; (6) 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, as amended; (7v) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii2) under since the date of this Indenture there has been a change in the applicable federal U.S. Federal income tax law, in either case, case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will shall not recognize income, gain or loss for federal income tax purposes 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; (8) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee and Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for federal Federal income tax purposes as a result of such covenant deposit and legal defeasance and will shall be subject to federal U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and legal defeasance had not occurred; (vi) 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 shall not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such deposit and covenant defeasance and shall be subject to U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (9vii) 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 as contemplated by this Article 8 VIII have been satisfied. complied with. (b) Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption or purchase of Securities at a future date in accordance with Article 3III.

Conditions to Defeasance. (a) The Company Issuer may exercise its legal defeasance option or its covenant defeasance option only if: (1i) the Company Issuer irrevocably deposits in trust with the Trustee money cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient or U.S. Government Obligations sufficient for Obligations, the payment in full principal of and the interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of, and any premium due on, the Securities, and any accrued and unpaid interest on, and Liquidated Damages, (if any, with respect to ) and interest on the Securities then outstanding, from April 1, 2002, as the applicable Notes when due at maturity date, the redemption date or the Purchase Dateredemption, as the case may be; (2ii) the Company Issuer delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment of 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 ofprincipal, premium, if any, any accrued and unpaid interest when due on, and Liquidated Damages, if any, with respect to on all the Securities Notes to maturity or redemption, as the case may be; (3) since the Company's irrevocable deposit provided for in Section 8.02(1iii) 91 days have passedpass after the deposit is made and during the 91-day period no Default specified in Section 6.1(v) or (vi) with respect to the Issuer occurs which is continuing at the end of the period; (4) no Default has occurred and is continuing on the date of such deposit and after giving effect to it; (5iv) the deposit does not constitute a default under any other agreement binding on the CompanyIssuer; (6v) the Company Issuer delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company Issuer under the Investment Company Issuer Act of 1940, as amended; (7vi) in the case of the legal defeasance option, the Company Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (i1) the Company Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii2) under since the date of this Indenture there has been a change in the applicable federal Federal income tax law, in either case, 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 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; (8) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee and Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for federal Federal income tax purposes as a result of such covenant deposit and defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (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 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 (9viii) the Company Issuer delivers to the Trustee an Officers' Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities Notes to be so defeased and discharged as contemplated by this Article 8 VIII have been satisfiedcomplied with. Before or after a deposit, the Company Issuer may make arrangements satisfactory to the Trustee for the redemption or purchase of Securities such Notes at a future date in accordance with Article 3V. Notwithstanding the foregoing, the Opinion of Counsel required by the clause (vi) above need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable at their Stated Maturity within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer.

Conditions to Defeasance. (a) The Company may exercise its legal defeasance option or its covenant defeasance option only if: (1i) the Company irrevocably deposits in trust with the Trustee money or U.S. Government Obligations sufficient for in amounts (including interest, but without consideration of any reinvestment of such interest) and maturities sufficient, but in the payment in full case of the principal oflegal defeasance option only, and any premium due on, the Securities, and any accrued and unpaid interest on, and Liquidated Damages, if any, with respect to the Securities then outstanding, from April 1, 2002, not more than such amounts (as the maturity date, the redemption date or the Purchase Date, as the case may be; (2) the Company delivers to the Trustee a certificate from certified by a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment of the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient public accountants), to pay and discharge at their Stated Maturity (or such earlier redemption date as the Company shall have specified to the Trustee) the principal of, premium, if any, any accrued and unpaid interest when due on, and Liquidated Damages, if any, with respect to on all the Securities outstanding Notes to maturity or redemption, as the case may be, and to pay all of the sums payable by it hereunder; provided, that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such U.S. (ii) in the case of the legal defeasance option only, 123 days pass after the deposit is made and during the 123 day period no Default or Event of Default specified in Section 6.01(ix) or (x) hereof with respect to the Company or any Subsidiary Guarantor occurs which is continuing at the end of the period; (3) since the Company's irrevocable deposit provided for in Section 8.02(1) 91 days have passed; (4iii) no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect to itthereto; (5iv) the deposit does not constitute a default under any other agreement binding on the Company; (6v) 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, as amended; (7vi) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (ix) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (iiy) under since the date of this Indenture there has been a change in the applicable federal Federal income tax law, in either case, case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders Noteholders will not recognize income, gain or loss for federal U.S. Federal income tax purposes as a result of such defeasance and will be subject to U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred; (8) vii) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee and an Opinion of Counsel to the effect that the Holders Noteholders will not recognize income, gain or loss for federal Federal income tax purposes as a result of such covenant defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; and (9viii) 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 Notes as contemplated by this Article 8 have been satisfied. Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption or purchase of Securities at a future date in accordance with Article 3complied with.

Conditions to Defeasance. (a) The Company may exercise its legal defeasance option or its covenant defeasance option only if: (1i) the Company irrevocably deposits in trust with the Trustee money cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient or U.S. Government Obligations sufficient for Obligations, the payment in full principal of and the interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of, and any premium due on, the Securities, and any accrued and unpaid interest on, and Liquidated Damages, (if any, with respect ) and interest (including an amount of cash sufficient to pay all PIK Interest) on the Securities then outstanding, from April 1, 2002, as the Notes when due at maturity date, the redemption date or the Purchase Dateredemption, as the case may be; (2ii) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment of 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 ofprincipal, premium, if any, any accrued and unpaid interest (including an amount of cash sufficient to pay all PIK Interest) when due on, and Liquidated Damages, if any, with respect to on all the Securities Notes to maturity or redemption, as the case may be; (3) since the Company's irrevocable deposit provided for in Section 8.02(1iii) 91 days have passedpass after the deposit is made and during the 91-day period no Default specified in Section 6.01(h) or 6.01(i) with respect to the Company occurs which is continuing at the end of the period; (4) no Default has occurred and is continuing on the date of such deposit and after giving effect to it; (5iv) the deposit does not constitute a default under any other agreement binding on the Company; (6v) 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, as amended; (7vi) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii2) under since the date of this Indenture there has been a change in the applicable federal Federal income tax law, in either case, 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 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; (8) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee and Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for federal Federal income tax purposes as a result of such covenant deposit and defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (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 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 (9viii) 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 Notes to be so defeased and discharged as contemplated by this Article 8 have been satisfiedcomplied with. Notwithstanding the foregoing, the Opinion of Counsel required by the clause (vi) above need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable at their Stated Maturity within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. (b) Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption or purchase of Securities such Notes at a future date in accordance with Article 3.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option only if: (1a) the Company irrevocably deposits in trust with the Trustee money or U.S. Government Obligations sufficient for in amounts (including interest, but without consideration of any reinvestment of such interest) and maturities sufficient, but in the payment in full case of the principal oflegal defeasance option only, and any premium due on, the Securities, and any accrued and unpaid interest on, and Liquidated Damages, if any, with respect to the Securities then outstanding, from April 1, 2002, not more than such amounts (as the maturity date, the redemption date or the Purchase Date, as the case may be; (2) the Company delivers to the Trustee a certificate from certified by a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment of the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient public accountants), to pay and discharge at their Stated Maturity (or such earlier redemption date as the Company shall have specified to the Trustee) the principal of, premium, if any, any accrued and unpaid interest when due on, and Liquidated Damages, if any, with respect to on all the outstanding Securities to maturity or redemption, as the case may be, and to pay all of the sums payable by it hereunder; provided, that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to the payment of said principal, premium, if any, and interest with respect to the Securities; (3b) since in the Company's irrevocable case of the legal defeasance option only, 123 days pass after the deposit provided for is made and during the 123 day period no Default specified in Section 8.02(16.1(vii) 91 days have passedhereof with respect to the Company occurs which is continuing at the end of the period; (4c) no Default has occurred and is continuing on the date of such deposit and after giving effect to itthereto; (5d) the deposit does not constitute a default under any other agreement binding on the Company; (6e) 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, as amended; (7f) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (ix) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (iiy) under since the date of this Indenture there has been a change in the applicable federal Federal income tax law, in either case, case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders Securityholders will not recognize income, gain or loss for federal Federal income tax purposes as a result of such defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred; (8) g) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee and an Opinion of Counsel to the effect that the Holders Securityholders will not recognize income, gain or loss for federal Federal income tax purposes as a result of such covenant defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; and (9h) 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 as contemplated by this Article 8 VIII have been satisfiedcomplied with. (i) In order to have money available on a payment date to pay principal, premium, if any, or interest on the Securities, the U.S. Government Obligations deposited pursuant to preceding clause (a) shall be payable as to principal or interest at least one Business Day before such payment date in such amounts as shall provide the necessary money. U.S. Government Obligations shall not be callable at the issuer's option. (j) Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption or purchase of Securities at a future date in accordance with Article 3III hereof.

Conditions to Defeasance. The Company SRI may exercise its legal defeasance option or its covenant defeasance option only if: (1i) the Company SRI irrevocably deposits in trust with the Trustee money or U.S. Government Obligations sufficient for the payment in full of the principal ofprincipal, and any premium due on, the Securities, and any accrued and unpaid interest on, and Liquidated Damages, (if any, with respect ) and interest on the Notes to the Securities then outstanding, from April 1, 2002, as the maturity date, the redemption date or the Purchase Dateredemption, as the case may be; (2ii) the Company SRI 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 of 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 of, premium, if any, any accrued and unpaid interest when due on, and Liquidated Damages, if any, with respect to on all the Securities Notes to maturity or redemption, as the case may be; (3) since the Company's irrevocable deposit provided for in Section 8.02(1iii) 91 days have passedpass after the deposit is made and during the 91-day period no Default specified in Section 7.01(g) or Section 7.01(h) in either case with respect to Stage or SRI occurs which is continuing at the end of the period; (4) no Default has occurred and is continuing on the date of such deposit and after giving effect to it; (5iv) the deposit does not constitute a default under any other agreement binding on the CompanyStage or SRI and is not prohibited by Article XI; (6v) the Company SRI delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (7vi) in the case of the legal defeasance option, the Company SRI shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (i1) the Company SRI has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii2) under since the date of this Indenture there has been a change in the applicable federal U.S. Federal income tax law, in either case, case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of Notes will not recognize income, gain or loss for federal U.S. Federal income tax purposes as a result of such defeasance and will be subject to 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; (8) vii) in the case of the covenant defeasance option, the Company SRI shall have delivered to the Trustee and an Opinion of Counsel in the United States to the effect that the Holders of Notes will not recognize income, gain or loss for federal U.S. Federal income tax purposes as a result of such covenant defeasance and will be subject to federal U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; and (9viii) the Company SRI delivers to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities Notes as contemplated by this Article 8 IX have been satisfiedcomplied with. Before or after a deposit, the Company SRI may make arrangements satisfactory to the Trustee for the redemption or purchase of Securities the Notes at a future date in accordance with Article 3III.

Conditions to Defeasance. (a) The Company Issuer may exercise its legal defeasance option or its covenant defeasance option only if: (1i) the Company Issuer irrevocably deposits in trust with the Trustee money cash in U.S. Dollars or U.S. Government Obligations sufficient for Obligations, the payment in full principal of and the interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of, and any premium due on, the Securities, and any accrued and unpaid interest on, and Liquidated Damages, (if any, with respect to ) and interest on the Securities then outstanding, from April 1, 2002, as the Notes when due at maturity date, the redemption date or the Purchase Dateredemption, as the case may be, including interest thereon to maturity or such redemption date; (2ii) the Company Issuer delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment of on the deposited U.S. Government Obligations Obligations, plus any deposited money without investment investment, will provide cash at such times and in such amounts as will be sufficient to pay principal ofprincipal, premium, if any, any accrued and unpaid interest when due on, and Liquidated Damages, if any, with respect to on all the Securities Notes to maturity or redemption, as the case may be; (3iii) since the Company's irrevocable deposit provided for in Section 8.02(1) 91 days have passed[Intentionally omitted]; (4iv) no Default has occurred and is continuing on the date of such deposit and after giving effect to it[Intentionally omitted]; (5v) the deposit does not constitute a default under any other agreement binding on the Company[Intentionally omitted]; (6vi) 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, as amended[Intentionally omitted]; (7vii) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) under applicable federal 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 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; (8) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee and 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 same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred[Intentionally omitted]; and (9viii) 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 contemplated by this Article 8 have been satisfied. [Intentionally omitted]. (b) [Intentionally omitted]. (c) Before or after a deposit, the Company Issuer may make arrangements satisfactory to the Trustee for the redemption or purchase of Securities such Notes at a future date in accordance with Article 3.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its the covenant defeasance option may be exercised only if: (1a) the Company irrevocably deposits in trust with the Trustee money or U.S. Government Obligations sufficient for the payment in full of the principal of, and any premium due on, the Securities, and any accrued and unpaid interest on, and Liquidated Damagespremium, if any, with respect and interest on the Notes to the Securities then outstanding, from April 1, 2002, as the maturity date, the redemption date or the Purchase Dateredemption, as the case may be; (2b) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent certified public accountants expressing their opinion that the payments of principal principal, premium, if any, and interest when due and without reinvestment of 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 ofprincipal, premium, if any, any accrued and unpaid interest when due on, and Liquidated Damages, if any, with respect to on all the Securities Notes to be defeased to maturity or redemption, as the case may be; (3c) since 123 days pass after the Company's irrevocable deposit provided for is made, and during the 123-day period, no Default described in Section 8.02(16.01(g) 91 days have passedand (h) occurs with respect to the Company or any other Person making such deposit which is continuing at the end of the period; (4d) no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect to itthereto; (5e) the such deposit does not constitute a default under any other agreement or instrument binding on the CompanyCompany or any of its Restricted Subsidiaries; (6f) 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, as amended; (7) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) under applicable federal 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 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; (8) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee and 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 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 (9) 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 contemplated by this Article 8 have been satisfied. Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption or purchase of Securities at a future date in accordance with Article 3.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option only if: (1) the Company irrevocably deposits in trust (the "defeasance trust") with the Trustee money or U.S. Government Obligations sufficient for the payment in full of the principal of, and any premium due onpremium, the Securitiesif any, and any accrued and unpaid interest on, and Liquidated Damages, if any, with respect to the Securities Exchange Debentures then outstanding, from April 1, 2002, as of the maturity date, the redemption date or the Purchase Date, as the case may be; (2) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment of 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 when due principal of, premium, if any, and any accrued and unpaid interest when due on, and Liquidated Damages, if any, with respect to all the Securities Exchange Debentures to maturity or redemption, as the case may be; (3) since the Company's irrevocable deposit provided for in Section 8.02(1) hereof, 91 days have passed; (4) no Default has occurred and is continuing on the date of such deposit and after giving effect to it; (5) the deposit does not constitute a default under any other agreement binding on the Company; (6) 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, as amended; (7) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (ii) under applicable federal income tax law, in either case, to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance and will be subject to federal income tax on the same amountsamount, in the same manner and at the same times as would have been the case if such defeasance had not occurred; (8) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee and an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amountsamount, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; and (9) 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 Exchange Debentures contemplated by this Article 8 have been satisfied. Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption or purchase of Securities Exchange Debentures at a future date in accordance with Article 3.

Conditions to Defeasance. The Company Grupo Aval Limited and Grupo Aval may exercise its legal defeasance option the Legal Defeasance Option or its covenant defeasance option the Covenant Defeasance Option only if: (1a) the Company Grupo Aval Limited or Grupo Aval irrevocably deposits in trust or causes to be deposited with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders (the “Defeasance Trust”) pursuant to an irrevocable trust and security agreement in form satisfactory to the Trustee, money or U.S. Government Obligations Obligations, or a combination thereof, sufficient for the payment in full of the principal of, and any premium due on, the Securities, and any accrued and unpaid interest on, and Liquidated Damagespremium, if any, with respect and interest on all the Notes to the Securities then outstanding, from April 1, 2002, as the maturity date, the redemption date Maturity or the Purchase Dateredemption, as the case may be; (2b) the Company Grupo Aval Limited or Grupo Aval delivers to the Trustee a certificate from a nationally an internationally recognized firm of independent accountants expressing their opinion that the payments of principal of and interest on the Notes when due and without reinvestment of on the deposited U.S. Government Obligations plus any deposited money without investment will investment, and after payment of all federal, state and local taxes or other charges or assessments in respect thereof, shall provide cash at such times and in such amounts as will shall be sufficient to pay principal of, premium, if any, any accrued of and unpaid interest on all the Notes when due on, and Liquidated Damages, if any, with respect to all the Securities to maturity at Maturity or on redemption, as the case may be; (3c) since 123 days pass after the Company's irrevocable deposit provided for is made in accordance with the terms of Section 8.02(18.2(a) 91 days have passedand during such 123-day period no Default or Event of Default specified in clause (5), (6) or (7) of Section 6.1 occurs which is continuing at the end of the period; (4d) no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect to itthereto; (5e) the deposit does not constitute a default or event of default under any other agreement binding on Grupo Aval Limited or Grupo Aval, as the Companycase may be; (6f) the Company Grupo Aval Limited or Grupo Aval delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is not qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; ​ ​ (g) Grupo Aval Limited or Grupo Aval delivers to the Trustee an Opinion of Counsel stating that, under Cayman Islands law and Colombian law, Holders shall not recognize gain for Cayman Islands or Colombian tax purposes and payments from the Defeasance Trust to any such Holder shall not be subject to withholding under Cayman Islands or Colombian law; (7h) in the case of the legal defeasance optionLegal Defeasance Option, the Company shall have delivered Grupo Aval Limited or Grupo Aval delivers to the Trustee an Opinion of Counsel stating that (i) the Company Grupo Aval Limited or Grupo Aval has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) under since the date of this Indenture there has been a change in the applicable U.S. federal income tax law, in either case, case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; (8) i) in the case of the covenant defeasance optionCovenant Defeasance Option, the Company shall have delivered Grupo Aval Limited or Grupo Aval delivers to the Trustee and an Opinion of Counsel to the effect that the Holders will shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such covenant defeasance and will shall be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; (j) Grupo Aval Limited or Grupo Aval delivers to the Trustee an Opinion of Counsel to the effect that, after the passage of 123 days following the deposit, the trust funds shall not be subject to any applicable bankruptcy, insolvency, reorganization or similar law affecting creditors’ rights generally; and (9k) the Company Grupo Aval Limited or Grupo Aval delivers to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities Notes as contemplated by this Article 8 VIII have been satisfiedcomplied with. Before or after a deposit, the Company Grupo Aval Limited or Grupo Aval may make arrangements satisfactory to the Trustee for the redemption or purchase of Securities Notes at a future date in accordance with Article 3III.

Conditions to Defeasance. The Company Issuer may exercise its legal defeasance option or its covenant defeasance option only if: (1i) the Company Issuer irrevocably deposits or causes to be deposited in trust with the Trustee money or U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide cash at such times and in such amounts as will be sufficient for the payment in full of the to pay principal of, and any premium interest when due on, the Securities, and any accrued and unpaid interest on, and Liquidated Damages, if any, with respect on all outstanding Notes (except Notes replaced pursuant to the Securities then outstanding, from April 1, 2002, as the Section 2.7) to maturity date, the redemption date or the Purchase Dateredemption, as the case may be; (2ii) the Company Issuer delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment of 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 of, premium, if any, any accrued and unpaid interest when due on, and Liquidated Damages, if any, with respect on all outstanding Notes (except Notes replaced pursuant to all the Securities Section 2.7) to maturity or redemption, as the case may be; (3) since the Company's irrevocable deposit provided for in Section 8.02(1iii) 91 days have passedpass after the deposit is made and during the 91-day period no Default specified in Section 6.1(7) or (8) with respect to the Issuer occurs which is continuing at the end of the period; (4) no Default has occurred and is continuing on the date of such deposit and after giving effect to it; (5iv) the deposit does not constitute a default under any other material agreement binding on the CompanyIssuer; (6v) the Company Issuer delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940, as amended; (7vi) in the case of the legal defeasance option, the Company Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) under since the date of this Indenture there has been a change in the applicable federal income tax law, in either case, case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders Noteholders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (8) vii) in the case of the covenant defeasance option, the Company Issuer shall have delivered to the Trustee and an Opinion of Counsel to the effect that the Holders Noteholders will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, amounts and 60 56 in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (9viii) the Company Issuer delivers to the Trustee an Officers' Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities Notes as contemplated by this Article 8 VIII have been satisfiedcomplied with. Before or after a deposit, the Company Issuer may make arrangements satisfactory to the Trustee for the redemption or purchase of Securities Notes at a future date in accordance with Article 3III.

Conditions to Defeasance. (a) The Company may exercise its legal defeasance option or its covenant defeasance option only if: (1i) the Company irrevocably deposits in trust with the Trustee money or (x) in respect of the Dollar Securities, cash in U.S. Dollars, U.S. Government Obligations or a combination thereof or (y) in respect of the Euro Securities, cash in Euros, EU Government Obligations or a combination thereof in each case, in an amount sufficient for or Government Obligations, the payment in full principal of and the interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of, and any premium due on, the Securities, and any accrued and unpaid interest on, and Liquidated Damages, (if any, with respect to ) and interest on the applicable Securities then outstanding, from April 1, 2002, as the when due at maturity date, the redemption date or the Purchase Dateredemption, as the case may be, including interest thereon to maturity or such redemption date; (2ii) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment of 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 ofprincipal, premium, if any, any accrued and unpaid interest when due on, and Liquidated Damages, if any, with respect to on all the Securities to maturity or redemption, as the case may be; (3iii) since 123 days pass after the Company's irrevocable deposit provided for is made and during the 123-day period no Default specified in Section 8.02(16.01(g) 91 days have passedor (h) with respect to the Company occurs which is continuing at the end of the period; (4) no Default has occurred and is continuing on the date of such deposit and after giving effect to it; (5iv) the deposit does not constitute a default under any other agreement binding on the Company; (6) 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, as amended; (7) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) under applicable federal 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 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; (8) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee and 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 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 (9) 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 contemplated by this Article 8 have been satisfied. Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption or purchase of Securities at a future date in accordance with Article 3.

Conditions to Defeasance. (a) The Company may exercise its legal defeasance option or its covenant defeasance option only if: (1i) the Company irrevocably deposits in trust with the Trustee money cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient or U.S. Government Obligations sufficient for Obligations, the payment in full principal of and the interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of, and any premium due on, the Securities, and any accrued and unpaid interest on, and Liquidated Damages, (if any, with respect ) and interest (including an amount of cash sufficient to pay all PIK Interest) on the Securities then outstanding, from April 1, 2002, as the Notes when due at maturity date, the redemption date or the Purchase Dateredemption, as the case may be; (2ii) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment of 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 ofprincipal, premium, if any, any accrued and unpaid interest (including an amount of cash sufficient to pay all PIK Interest) when due on, and Liquidated Damages, if any, with respect to on all the Securities Notes to maturity or redemption, as the case may be; (3) since the Company's irrevocable deposit provided for in Section 8.02(1iii) 91 days have passedpass after the deposit is made and during the 91-day period no Default specified in Section 6.01(h) or 6.01(i) with respect to the Company occurs which is continuing at the end of the period; (4) no Default has occurred and is continuing on the date of such deposit and after giving effect to it; (5iv) the deposit does not constitute a default under any other agreement binding on the Company; (6v) 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, as amended; (7vi) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii2) under since the date of this Indenture there has been a change in the applicable federal Federal income tax law, in either case, 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 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; (8) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee and Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for federal Federal income tax purposes as a result of such covenant deposit and defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (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 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 (9viii) 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 Notes to be so defeased and discharged as contemplated by this Article 8 have been satisfiedcomplied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause (vi) above need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable at their Stated Maturity within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. (b) Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption or purchase of Securities such Notes at a future date in accordance with Article 3.

Conditions to Defeasance. The Company Issuer may exercise its legal defeasance option or its covenant defeasance option only if: (1i) the Company Issuer irrevocably deposits in trust with the Trustee money or U.S. Government Obligations or a combination thereof sufficient for the payment in full of to pay the principal of, and any premium due on, the Securities, and any accrued and unpaid interest on, and Liquidated Damagespremium, if any, with respect and interest on the Bonds to the Securities then outstanding, from April 1, 2002, as the maturity date, the redemption date or the Purchase Datematurity, as the case may be, and such deposit shall not cause the Trustee to have a conflicting interest as defined in and for purposes of the TIA; (2ii) the Company Issuer delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment of 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 of, premium, if any, any accrued and unpaid interest when due on, and Liquidated Damages, if any, with respect to on all the Securities Bonds to maturity or redemption, as the case may be; (3iii) since the Company's Issuers irrevocable deposit provided for in clause (i) of this Section 8.02(18.02, the number of days (the "Delay Period") 91 days have passed;passed that an Opinion of Counsel (such opinion shall have no material qualifications and be of an independent counsel acceptable to the Trustee) states to be necessary so that the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, and during the Delay Period no Default specified in Sections 6.01(l) and 6.01(m) hereof occurs which is continuing at the end of the Delay Period: (4iv) no Default has occurred and is continuing on the date of such deposit and after giving effect to it;thereto: (5v) the deposit does not constitute a default under any other material agreement binding on or instrument to which the CompanyIssuer is a party or by which the Issuer is bound; (6vi) the Company Issuer delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940, as amended; (7vii) the issuer shall have delivered an Opinion of Counsel to the effect that the Bondholders shall have a perfected security interest under applicable law in the U.S. Government Obligations so deposited; (viii) in the case of the legal defeasance option, the Company Issuer shall have delivered to the Trustee an Opinion of Counsel stating confirming that (i) the Company Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) under since the date of this indenture there has been a change in the applicable federal income tax law, in either case, case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders Bondholders will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred; (8) ix) in the case of the covenant defeasance option, the Company Issuer shall have delivered to the Trustee and an Opinion of Counsel to the effect confirming that the Holders Bondholders 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 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 (9) 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 contemplated by this Article 8 have been satisfied. Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption or purchase of Securities at a future date in accordance with Article 3.

Conditions to Defeasance. (a) The Company may exercise its their legal defeasance option or its their covenant defeasance option only if: (1i) the Company irrevocably deposits in trust with the Trustee money in an amount sufficient or U.S. Government Obligations sufficient for the payment in full of Obligations, the principal ofof and interest on which will be sufficient, and any or a combination thereof sufficient, to pay the principal, premium due on, the Securities, and any accrued and unpaid interest on, and Liquidated Damages, (if any, with respect to ) and interest on the Securities then outstanding, from April 1, 2002, as the Notes when due at maturity date, the redemption date or the Purchase Dateredemption, as the case may be, including interest thereon to maturity or such redemption date; (2ii) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment of 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 ofprincipal, premium, if any, any accrued and unpaid interest when due on, and Liquidated Damages, if any, with respect to on all the Securities Notes to maturity or redemption, as the case may be; (3) since the Company's irrevocable deposit provided for in Section 8.02(1iii) 91 days have passedpass after the deposit is made and during the 91-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; (4) no Default has occurred and is continuing on the date of such deposit and after giving effect to it; (5iv) the deposit does not constitute a default under any other agreement binding on the Company; (6v) 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, as amended; (7vi) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii2) under since the date of this Indenture there has been a change in the applicable federal income tax law, in either case, 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 defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred; (8) vii) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee and 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 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 (9viii) 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 Notes as contemplated by this Article 8 VIII have been satisfied. complied with. (b) Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption or purchase of Securities Notes at a future date in accordance with Article 3III.

Conditions to Defeasance. The Company may exercise its the legal defeasance option or its the covenant defeasance option with respect to Securities of a series only if: (1a) the The Company irrevocably deposits in trust or causes to be deposited with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of Securities of that series (the “defeasance trust”) pursuant to an irrevocable trust and security agreement in form and substance satisfactory to the Trustee, money or non-callable U.S. Government Obligations Obligations, or a combination thereof, sufficient for the payment in full of the principal of, of (and any premium due on, the Securities, and any accrued and unpaid interest on, and Liquidated Damagespremium, if any, with respect to on) and interest on all the Securities then outstanding, from April 1, 2002, as the maturity date, the redemption date or the Purchase Date, as the case may beof that series to Maturity; (2b) the The Company delivers to the Trustee a certificate from a nationally an internationally recognized firm of independent accountants or investment bank expressing their opinion that the payments of principal of (and premium, if any, on) and interest on the Securities of that series when due and without reinvestment of on the deposited U.S. Government Obligations plus any deposited money without investment will and after payment of all federal, state and local taxes or other charges or assessments in respect thereof payable by the Trustee shall provide cash at such times and in such amounts as will shall be sufficient to pay principal of, of (and premium, if any, any accrued on) and unpaid interest on all the Securities of that series when due onat Maturity; (c) In the case of the legal defeasance option, 123 days pass after the deposit is made in accordance with the terms of Clause (a) and Liquidated Damages, if any, during such 123-day period no Default or Event of Default specified in Section 5.01(f) or (g) with respect to all the Securities to maturity or redemption, as Company occurs that is continuing at the case may beend of the period; (3d) since No Default or Event of Default with respect to the Company's irrevocable deposit provided for in Section 8.02(1) 91 days have passed; (4) no Default Securities of that series has occurred and is continuing on the date of such deposit and after giving effect to itthereto; (5e) the The deposit does not constitute a default or event of default under any other agreement binding on the Company; (6f) the Company delivers to the Trustee an Opinion of Counsel to the effect that the The trust resulting from the deposit does not constitute, or is not qualified as, a regulated investment company under the Investment Company Act of 1940, as amendedAct; (7g) Such legal defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all Securities are in default within the meaning of the Trust Indenture Act); (h) In the case of the legal defeasance option, the Company shall have delivered delivers to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) under since the date of this Indenture there has been a change in the applicable U.S. federal income tax law, in either case, case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will of the Securities of that series shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; (8) in i) In the case of the covenant defeasance option, the Company shall have delivered delivers to the Trustee and an Opinion of Counsel to the effect that the Holders will of the Securities of that series shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such covenant defeasance and will shall be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; and (9j) the The Company delivers to the Trustee an Officers' Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities of that series as contemplated by this Article 8 XIV have been satisfiedcomplied with. Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption or purchase of Securities of that series at a future date in accordance with Article 3XI and the supplemental indenture relating to the Securities of that series.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option only if: (1i) the Company irrevocably deposits in trust with the Trustee money or U.S. Government Obligations sufficient for the payment in full of the principal of, and any premium due on, the Securities, and any accrued and unpaid interest on, and Liquidated Damages, if any, with respect to on the Securities then outstanding, from April 1, 2002, as the to maturity date, the redemption date or the Purchase Dateredemption, as the case may be; (2ii) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent certified public accountants expressing their opinion that the payments of principal and interest when due and without reinvestment of 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 of, premium, if any, any accrued and unpaid interest when due on, and Liquidated Damages, if any, with respect to on all the Securities to maturity or redemption, as the case may be; (3) since the Company's irrevocable deposit provided for in Section 8.02(1iii) 91 days have passedpass after the deposit is made and during the 91-day period no Default specified in Section 6.01(vii) or (viii) occurs with respect to the Company, which is continuing at the end of the period; (4iv) no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect to itthereto; (5v) the such deposit does not constitute a default under any other agreement or instrument binding on the CompanyCompany and is not prohibited by Article 10 or 11; (6vi) 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, as amended; (7vii) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (ia) the Company has received from, or there has been published by, from the Internal Revenue Service a ruling, or (iib) under 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 the Securities will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; (8) viii) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee and an Opinion of Counsel to the effect that the Holders of the Securities will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the 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 (9ix) 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 as contemplated by this Article 8 have been satisfiedcomplied with. Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption or purchase of Securities at a future date in accordance with Article 3.

Conditions to Defeasance. The Company Issuer may exercise its the legal defeasance option or its the covenant defeasance option only if: (1i) the Company Issuer irrevocably deposits or causes to be deposited in trust with the Trustee money or U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide cash at such times and in such amounts as will be sufficient for the payment in full of the to pay principal of, and any premium interest when due on, the Securities, and any accrued and unpaid interest on, and Liquidated Damages, if any, with respect on all outstanding Notes (except Notes replaced pursuant to the Securities then outstanding, from April 1, 2002, as the Section 2.7) to maturity date, the redemption date or the Purchase Dateredemption, as the case may be; (2ii) the Company Issuer delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment of 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 of, premium, if any, any accrued and unpaid interest when due on, and Liquidated Damages, if any, with respect on all outstanding Notes (except Notes replaced pursuant to all the Securities Section 2.7) to maturity or redemption, as the case may be; (3iii) since 123 days pass after the Company's irrevocable deposit provided for is made and during the 123-day period no Default specified in Section 8.02(16.1(vi) 91 days have passedor (vii) with respect to the Issuer occurs which is continuing at the end of the period; (4) no Default has occurred and is continuing on the date of such deposit and after giving effect to it; (5iv) the deposit does not constitute a default under any other material agreement binding on the CompanyIssuer; (6v) the Company Issuer delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940, as amended; (7vi) in the case of the legal defeasance option, the Company Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company Issuer has received from, or there has been published by, the Internal Revenue Service IRS a ruling, or (ii) under since the date of this Indenture there has been a change in the applicable federal income tax law, in either case, case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders 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 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; (8) vii) in the case of the covenant defeasance option, the Company Issuer shall have delivered to the Trustee and an Opinion of Counsel to the effect that the Holders of Notes 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 same amounts, amounts and in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (9viii) the Company Issuer delivers to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities Notes as contemplated by this Article 8 VIII have been satisfiedcomplied with. Before or after a deposit, the Company Issuer may make arrangements satisfactory to the Trustee for the redemption or purchase of Securities Notes at a future date in accordance with Article 3III.

Conditions to Defeasance. (a) The Company Issuer may exercise its legal defeasance option or its covenant defeasance option only if: (1i) the Company Issuer irrevocably deposits in trust with the Trustee money cash in U.S. Dollars or U.S. Government Obligations sufficient for Obligations, the payment in full principal of and the interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of, and any premium due on, the Securities, and any accrued and unpaid interest on, and Liquidated Damages, (if any, with respect to ) and interest on the Securities then outstanding, from April 1, 2002, as the applicable Notes when due at maturity date, the redemption date or the Purchase Dateredemption, as the case may be, including interest thereon to maturity or such redemption date; (2ii) the Company Issuer delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment of on the deposited U.S. Government Obligations Obligations, plus any deposited money without investment investment, will provide cash at such times and in such amounts as will be sufficient to pay principal ofprincipal, premium, if any, any accrued and unpaid interest when due on, and Liquidated Damages, if any, with respect to on all the Securities Notes to maturity or redemption, as the case may be; (3) since the Company's irrevocable deposit provided for in Section 8.02(1iii) 91 days have passedpass after the deposit is made and during the 91-day period no Default specified in Section 6.01(e) or (f) with respect to the Issuer occurs which is continuing at the end of the period; (4) no Default has occurred and is continuing on the date of such deposit and after giving effect to it; (5iv) the deposit does not constitute a default under any other agreement binding on the CompanyIssuer; (6v) the Company Issuer delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940, as amended; (7vi) in the case of the legal defeasance option, the Company Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (i1) the Company Issuer has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii2) under since the date of this Indenture there has been a change in the applicable federal Federal income tax law, in either case, case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal income tax on the same amountsamount, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; PROVIDED, HOWEVER, that such Opinion of Counsel need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable at their Stated Maturity within one year under arrangements satisfactory to the Trustee for the giving notice of redemption by the Trustee in the name, and at the expense, of the Issuer; (8) vii) in the case of the covenant defeasance option, the Company Issuer shall have delivered to the Trustee and an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for federal U.S. Federal income tax purposes as a result of such covenant deposit and defeasance and will be subject to federal U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant deposit and defeasance had not occurred; and (9viii) the Company Issuer delivers to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities Notes to be so defeased and discharged as contemplated by this Article 8 have been satisfied. complied with. (b) The Issuer shall not be deemed to have breached its obligations under Section 4.03 to the extent the net proceeds from any Indebtedness, Preferred Stock or Disqualified Stock incurred is used in accordance with Section 8.02(a)(i) above for the Issuer to exercise its legal defeasance or covenant defeasance option. (c) Before or after a deposit, the Company Issuer may make arrangements satisfactory to the Trustee for the redemption or purchase of Securities such Notes at a future date in accordance with Article 3.

Conditions to Defeasance. (a) The Company Issuer may exercise its legal defeasance option or its covenant defeasance option only if: (1i) the Company Issuer irrevocably deposits in trust with the Trustee money cash in U.S. Dollars or U.S. Government Obligations sufficient for Obligations, the payment in full principal of and the interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of, and any premium due on, the Securities, and any accrued and unpaid interest on, and Liquidated Damages, (if any, with respect to ) and interest on the Securities then outstanding, from April 1, 2002, as the Notes when due at maturity date, the redemption date or the Purchase Dateredemption, as the case may be, including interest thereon to maturity or such redemption date; (2ii) the Company Issuer delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment of on the deposited U.S. Government Obligations Obligations, plus any deposited money without investment investment, will provide cash at such times and in such amounts as will be sufficient to pay principal ofprincipal, premium, if any, any accrued and unpaid interest when due on, and Liquidated Damages, if any, with respect to on all the Securities Notes to maturity or redemption, as the case may be; (3) since the Company's irrevocable deposit provided for in Section 8.02(1iii) 91 days have passedpass after the deposit is made and during the 91-day period no Default specified in Section 6.01(e) or (f) with respect to the Issuer occurs which is continuing at the end of the period; (4) no Default has occurred and is continuing on the date of such deposit and after giving effect to it; (5iv) the deposit does not constitute a default under any other agreement binding on the CompanyIssuer; (6v) the Company Issuer delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940, as amended; (7vi) in the case of the legal defeasance option, the Company Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (i1) the Company Issuer has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii2) under since the date of this Indenture there has been a change in the applicable federal Federal income tax law, in either case, case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal income tax on the same amountsamount, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; provided, however, that such Opinion of Counsel need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable at their Stated Maturity within one year under arrangements satisfactory to the Trustee for the giving notice of redemption by the Trustee in the name, and at the expense, of the Issuer; (8) vii) in the case of the covenant defeasance option, the Company Issuer shall have delivered to the Trustee and an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for federal U.S. Federal income tax purposes as a result of such covenant deposit and defeasance and will be subject to federal U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant deposit and defeasance had not occurred; and (9viii) the Company Issuer delivers to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities Notes to be so defeased and discharged as contemplated by this Article 8 have been satisfied. complied with. (b) The Issuer shall not be deemed to have breached its obligations under Section 4.03 to the extent the net proceeds from any Indebtedness, Preferred Stock or Disqualified Stock incurred is used in accordance with Section 8.02(a)(i) above for the Issuer to exercise its legal defeasance or covenant defeasance option. (c) Before or after a deposit, the Company Issuer may make arrangements satisfactory to the Trustee for the redemption or purchase of Securities such Notes at a future date in accordance with Article 3.

Conditions to Defeasance. (a) The Company may exercise its legal defeasance option or its covenant defeasance option only if: (1i) the Company irrevocably deposits in trust with the Trustee money in an amount sufficient or U.S. Government Obligations sufficient for the payment in full of Obligations, the principal ofof and interest on which will be sufficient, and any or a combination thereof sufficient, to pay the principal, premium due on, the Securities, and any accrued and unpaid interest on, and Liquidated Damages, (if any, with respect to ) and interest on the Securities then outstanding, from April 1, 2002, as the Notes when due at maturity date, the redemption date or the Purchase Dateredemption, as the case may be, including interest thereon to maturity or such redemption date; (2ii) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment of 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 ofprincipal, premium, premium (if any, any accrued ) and unpaid interest when due on, and Liquidated Damages, if any, with respect to on all the Securities Notes to maturity or redemption, as the case may be; (3) since the Company's irrevocable deposit provided for in Section 8.02(1iii) 91 days have passedpass after the deposit is made and during the 91-day period no Default specified in Section 6.01(g) or (h) with respect to the Company occurs which is continuing at the end of the period; (4) no Default has occurred and is continuing on the date of such deposit and after giving effect to it; (5iv) the deposit does not constitute a default under any other agreement binding on the Company; (6v) 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, as amended; (7vi) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii2) under since the date of this Indenture there has been a change in the applicable federal income tax law, in either case, 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 defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred; (8) vii) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee and 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 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 (9viii) the Company delivers to the Trustee an Officers' Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities Notes as contemplated by this Article 8 VIII have been satisfied. complied with. (b) Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption or purchase of Securities Notes at a future date in accordance with Article 3III.

Conditions to Defeasance. (a) The Company may exercise its legal defeasance option or its covenant defeasance option only if: (1i) the Company irrevocably deposits in trust with the Trustee money or (x) in respect of the Dollar Securities, cash in U.S. Dollars, U.S. Government Obligations or a combination thereof or (y) in respect of the Euro Securities, cash in Euros, EU Government Obligations or a combination thereof in each case, in an amount sufficient for or Government Obligations, the payment in full principal of and the interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of, and any premium due on, the Securities, and any accrued and unpaid interest on, and Liquidated Damages, (if any, with respect to ) and interest on the applicable Securities then outstanding, from April 1, 2002, as the when due at maturity date, the redemption date or the Purchase Dateredemption, as the case may be, including interest thereon to maturity or such redemption date; (2ii) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment of 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 ofprincipal, premium, if any, any accrued and unpaid interest when due on, and Liquidated Damages, if any, with respect to on all the Securities to maturity or redemption, as the case may be; (3iii) since 123 days pass after the Company's irrevocable deposit provided for is made and during the 123-day period no Default specified in Section 8.02(16.01(g) 91 days have passedor (h) with respect to the Company occurs which is continuing at the end of the period; (4) no Default has occurred and is continuing on the date of such deposit and after giving effect to it; (5iv) the deposit does not constitute a default under any other agreement binding on the Company; (6v) 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, as amended; (7vi) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii2) under since the date of this Indenture there has been a change in the applicable federal Federal income tax law, in either case, 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 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; (8) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee and Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for federal Federal income tax purposes as a result of such covenant deposit and defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (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 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 (9viii) 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 to be so defeased and discharged as contemplated by this Article 8 have been satisfied. complied with. (b) Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption or purchase of such Securities at a future date in accordance with Article 3.

Conditions to Defeasance. The Company Issuer may exercise its legal defeasance option or its covenant defeasance option only if: (1i) the Company Issuer irrevocably deposits or causes to be deposited in trust with the Trustee money or U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide cash at such times and in such amounts as will be sufficient for the payment in full of the to pay principal of, and any premium interest when due on, the Securities, and any accrued and unpaid interest on, and Liquidated Damages, if any, with respect on all outstanding Notes (except Notes replaced pursuant to the Securities then outstanding, from April 1, 2002, as the Section 2.7) to maturity date, the redemption date or the Purchase Dateredemption, as the case may be; (2ii) the Company Issuer delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment of 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 of, premium, if any, any accrued and unpaid interest when due on, and Liquidated Damages, if any, with respect on all outstanding Notes (except Notes replaced pursuant to all the Securities Section 2.7) to maturity or redemption, as the case may be; (3) since the Company's irrevocable deposit provided for in Section 8.02(1iii) 91 days have passedpass after the deposit is made and during the 91-day period no Default specified in Section 6.1(7) or (8) with respect to the Issuer occurs which is continuing at the end of the period; (4) no Default has occurred and is continuing on the date of such deposit and after giving effect to it; (5iv) the deposit does not constitute a default under any other material agreement binding on the CompanyIssuer; (6v) the Company Issuer delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940, as amended; (7vi) in the case of the legal defeasance option, the Company Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) under since the date of this Indenture there has been a change in the applicable federal income tax law, in either case, case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders Noteholders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred;; 60 56 (8) vii) in the case of the covenant defeasance option, the Company Issuer shall have delivered to the Trustee and an Opinion of Counsel to the effect that the Holders Noteholders will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, amounts and in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (9viii) the Company Issuer delivers to the Trustee an Officers' Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities Notes as contemplated by this Article 8 VIII have been satisfiedcomplied with. Before or after a deposit, the Company Issuer may make arrangements satisfactory to the Trustee for the redemption or purchase of Securities Notes at a future date in accordance with Article 3III.

Conditions to Defeasance. The Company Issuers may exercise its their legal defeasance option or its their covenant defeasance option only if: (1) the Company Issuers irrevocably deposits deposit or cause to be deposited in trust with the Trustee money or U.S. Government Obligations which, through the scheduled payment of principal and interest in respect thereof in accordance with their terms, will provide cash at such times and in such amounts as will be sufficient for the payment in full of the to pay principal of, and any premium interest when due on, the Securities, and any accrued and unpaid interest on, and Liquidated Damages, if any, with respect on all outstanding Notes (except Notes replaced pursuant to the Securities then outstanding, from April 1, 2002, as the Section 2.6) to maturity date, the redemption date or the Purchase Dateredemption, as the case may be; (2) the Company delivers Issuers deliver to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment of 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 of, premium, if any, any accrued and unpaid interest when due on, and Liquidated Damages, if any, with respect on all outstanding Notes (except Notes replaced pursuant to all the Securities Section 2.6) to maturity or redemption, as the case may be; (3) since 91 days pass after the Company's irrevocable deposit provided for is made and during the 91-day period no Default specified in Section 8.02(16.1(vii) 91 days have passedor (viii) with respect to the Issuers occurs which is continuing at the end of the period; (4) no Default has occurred and is continuing on the date of such deposit and after giving effect to it; (5) the deposit does not constitute a default under any other material agreement binding on the CompanyIssuers; (65) the Company delivers Issuers deliver to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940, as amended; (76) in the case of the legal defeasance option, the Company Issuers shall have delivered to the Trustee an Opinion Opinions of Counsel stating that (i) the Company has Issuers have received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) under since the date of this Indenture there has been a change in the applicable federal Federal income tax law, in either case, case to the effect that, and based thereon such Opinion Opinions of Counsel shall confirm that, the Holders Noteholders will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal income tax on the same amounts, amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (8) 7) in the case of the covenant defeasance option, the Company Issuers shall have delivered to the Trustee and Opinion Opinions of Counsel to the effect that the Holders Noteholders will not recognize income, gain or loss for federal Federal income tax purposes as a result of such covenant deposit and defeasance and will be subject to federal Federal income tax on the same amounts, amounts and in the same manner and at the same times as would have been the case if such covenant deposit and defeasance had not occurred; and (9) 8) the Company delivers Issuers deliver to the Trustee an Officers' Certificate from an officer of each of the Company and Finance and an Opinion of CounselCounsel from an officer of each of the Company and Finance, each stating that all conditions precedent to the defeasance and discharge of the Securities Notes as contemplated by this Article 8 have been satisfiedcomplied with. Opinions of Counsel required to be delivered under this Section may have qualifications customary for opinions of the type required and counsel delivering such Opinions of Counsel may rely on certificates of the Issuers or government or other officials customary for opinions of the type required, including certificates certifying as to matters of fact. Before or after a deposit, the Company Issuers may make arrangements satisfactory to the Trustee for the redemption or purchase of Securities Notes at a future date in accordance with Article 3.

Conditions to Defeasance. The Company may exercise its the legal defeasance option or its the covenant defeasance option only if: (1a) the The Company irrevocably deposits in trust or causes to be deposited with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders (the “defeasance trust”) pursuant to an irrevocable trust and security agreement in form and substance satisfactory to the Trustee, money or U.S. Government Obligations Obligations, or a combination thereof, sufficient for the payment in full of principal of and interest on all the principal of, and any premium due on, the Securities, and any accrued and unpaid interest on, and Liquidated Damages, if any, with respect Notes to the Securities then outstanding, from April 1, 2002, as the maturity date, the redemption date or the Purchase Date, as the case may beMaturity; (2b) the The Company delivers to the Trustee a certificate from a nationally an internationally recognized firm of independent accountants expressing their opinion that the payments of principal of and interest on the Notes when due and without reinvestment of on the deposited U.S. Government Obligations plus any deposited money without investment will and after payment of all federal, state and local taxes or other charges or assessments in respect thereof payable by the Trustee shall provide cash at such times and in such amounts as will shall be sufficient to pay principal of, premium, if any, any accrued of and unpaid interest on all the Notes when due on, and Liquidated Damages, if any, with respect to all the Securities to maturity or redemption, as the case may beat Maturity; (3c) since One hundred and twenty-three days pass after the Company's irrevocable deposit provided for is made in accordance with the terms of Section 8.02(a) and during such 123-day period no Default or Event of Default specified in Section 8.02(16.01(h) 91 days have passedoccurs which is continuing at the end of the period; (4d) no No Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect to itthereto; (5e) the The deposit does not constitute a default or event of default under any other agreement binding on the Company; (6f) the 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 not qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (7g) in the case of the legal defeasance option, the The Company shall have delivered delivers to the Trustee an Opinion of Counsel stating that (i) the Company has received fromthat, or there has been published by, the Internal Revenue Service a ruling, or (ii) under applicable federal tax Brazilian law, Holders (other than Brazilian Persons) shall not recognize gain for Brazilian tax purposes and payments from the defeasance trust to any such Holder shall not be subject to withholding payments under Brazilian law; (h) The Company delivers to the Trustee an Opinion of Counsel, in either caseform and substance reasonably satisfactory to Trustee, to the effect that, and based thereon such Opinion after the passage of Counsel shall confirm that123 days following the deposit, the Holders will trust funds shall not recognize income, gain or loss for federal income tax purposes 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; (8) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee and 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 same amountsany applicable bankruptcy, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurredinsolvency, reorganization or similar law affecting creditors’ rights generally; and (9i) the 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 Notes as contemplated by this Article 8 have been satisfiedcomplied with. Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption or purchase of Securities Notes at a future date in accordance with Article 3.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option only if: (1) the Company irrevocably deposits in trust (the "defeasance trust") with the Trustee money or U.S. Government Obligations sufficient for the payment in full of the principal of, and any premium due onpremium, the Securitiesif any, and any accrued and unpaid interest on, and Liquidated Damages, if any, with respect to on the Securities Notes then outstanding, from April 1, 2002, as of the maturity date, the redemption date or the Purchase Date, as the case may be; (2) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants or an investment bank expressing their its opinion that the payments of principal and interest when due and without reinvestment of 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 when due principal of, premium, if any, and any accrued and unpaid interest when due on, and Liquidated Damages, if any, with respect to on all the Securities Notes to maturity or redemption, as the case may be; (3) since the Company's irrevocable deposit provided for in Section 8.02(1) ), 91 days have passed; (4) no Default has occurred and is continuing on the date of such deposit and after giving effect to it; (5) the deposit does not constitute a default under any other agreement binding on the Company; (6) 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, as amended; (7) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (ii) under applicable federal income tax law, in either case, to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance and will be subject to federal income tax on the same amountsamount, in the same manner and at the same times as would have been the case if such defeasance had not occurred; (8) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee and an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amountsamount, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurredoccurred (and, in the case of legal defeasance only, such opinion of counsel must be based on a ruling of the Internal Revenue Service or other change in applicable federal income tax law); and (9) 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 Notes contemplated by this Article 8 have been satisfied. Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption or purchase of Securities Notes at a future date in accordance with Article 3.

Conditions to Defeasance. The Company may exercise its legal defeasance Legal Defeasance option or its covenant defeasance option the Covenant Defeasance option, in Section 9.01, may be exercised only if: (1a) the Company irrevocably deposits in trust with the Trustee money or U.S. Government Obligations sufficient Obligations, or a combination thereof, for the payment in full of principal of and interest on the principal of, and any premium due on, the Securities, and any accrued and unpaid interest on, and Liquidated Damages, if any, with respect Notes to the Securities then outstanding, from April 1, 2002, as the maturity date, the redemption date or the Purchase Dateredemption, as the case may be; (2b) the Company delivers to the Trustee a certificate from a nationally an internationally recognized firm of independent certified public accountants expressing their opinion that the payments of principal principal, premium, if any, and interest when due and without reinvestment of 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 ofprincipal, premium, if any, any accrued and unpaid interest when due on, and Liquidated Damages, if any, with respect to on all the Securities Notes to maturity or redemption, as the case may be; (3c) since 123 days pass after the Company's irrevocable deposit provided for is made and during the 123-day period no Default described in Section 8.02(16.01(7) 91 days have passedoccurs with respect to the Company or any other Person making such deposit which is continuing at the end of the period; (4d) no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect thereto, other than a Default or Event of Default resulting from the borrowing of funds to itbe applied to such deposit and the guaranteeing of any lien securing such borrowings; (5e) the such deposit does not constitute a default under any other material agreement or instrument binding on the Company; (6f) in the case of an election of Legal Defeasance under Section 9.01, 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, as amended;stating that: (7) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or ; or (ii2) under since the date of this Indenture there has been a change in the applicable U.S. federal income tax law, to the effect, in either case, to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance election and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times time as would have been the case if such defeasance election had not occurred; (8) g) in the case of the covenant defeasance optionan election of Covenant Defeasance under Section 9.01, the Company shall have delivered delivers to the Trustee and an Opinion of Counsel to the effect that the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such covenant defeasance 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 election had not occurred; and (9h) 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 contemplated an election under 9.01 have been complied with as required by this Article 8 have been satisfied. Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption or purchase of Securities at a future date in accordance with Article 3Indenture.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its the covenant defeasance option may be exercised only if: (1a) the Company Issuers irrevocably deposits deposit in trust with the Trustee money or U.S. Government Obligations sufficient for the payment in full of the principal of, and any premium due on, the Securities, and any accrued and unpaid interest on, and Liquidated Damagespremium, if any, with respect and interest on the Notes to the Securities then outstanding, from April 1, 2002, as the maturity date, the redemption date or the Purchase Dateredemption, as the case may be; (2b) the Company delivers Issuers deliver to the Trustee a certificate from a nationally recognized firm of independent certified public accountants expressing their opinion that the payments of principal principal, premium, if any, and interest when due and without reinvestment of 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 ofprincipal, premium, if any, any accrued and unpaid interest when due on, and Liquidated Damages, if any, with respect to on all the Securities Notes to be defeased to maturity or redemption, as the case may be; (3c) since 123 days pass after the Company's irrevocable deposit provided for is made, and during the 123-day period, no Default described in Section 8.02(16.01(a)(7) 91 days have passedand (8) occurs with respect to an Issuer or any other Person making such deposit which is continuing at the end of the period; (4d) no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect to itthereto; (5e) the such deposit does not constitute a default under any other agreement or instrument binding on the CompanyCompany or any of its Restricted Subsidiaries; (6f) the Company delivers Issuers deliver to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940, as amended; (7) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) under applicable federal 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 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; (8) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee and 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 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 (9) 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 contemplated by this Article 8 have been satisfied. Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption or purchase of Securities at a future date in accordance with Article 3.

Conditions to Defeasance. (a) The Company Issuer may exercise its legal defeasance option or its covenant defeasance option only if: (1i) the Company Issuer irrevocably deposits in trust with the Trustee money cash in U.S. dollars in an amount sufficient or U.S. Government Obligations sufficient for Obligations, the payment in full principal of and interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of, and any premium due on, the Securities, and any accrued and unpaid interest on, and Liquidated Damages, (if any, with respect to ) and interest on the Securities then outstanding, from April 1, 2002, as the Notes when due at maturity date, the redemption date or the Purchase Dateredemption, as the case may be, including interest thereon to maturity or such Redemption Date; (2ii) if U.S. Government Obligations are deposited, the Company Issuer delivers to the Trustee a certificate from a nationally an internationally recognized firm of independent certified public accountants expressing their opinion that the payments of principal and interest when due and without reinvestment of 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 ofprincipal, premium, if any, any accrued and unpaid interest when due on, and Liquidated Damages, if any, with respect to on all the Securities Notes to maturity or redemption, as the case may be; (3) since the Company's irrevocable deposit provided for in Section 8.02(1) 91 days have passed; (4iii) no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect thereto (other than a Default resulting from the incurrence of Indebtedness all or a portion of the proceeds at which will be used to itrelease the Notes pursuant to this Section 8.02 concurrently with such incurrence); (5iv) the deposit does not constitute a default under any other agreement binding on the CompanyIssuer; (6v) the Company Issuer delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (7vi) in the case of the legal defeasance option, the Company Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (i1) the Company Issuer has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii2) under since the date of this Indenture there has been a change in the applicable U.S. federal income tax law, in either case, 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 on the same amountsU.S. federal, in the same manner U.K. and at the same times as would have been the case if such defeasance had not occurred; (8) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee and Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for federal Belgian income tax purposes as a result of such covenant deposit and defeasance and will be subject to federal U.S. federal, U.K., Luxembourg and Belgian income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant deposit and defeasance had not occurred; and; (9vii) 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. federal, U.K. or Belgian income tax purposes as a result of such deposit and defeasance and will be subject to U.S. federal, U.K., Luxembourg and Belgian income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (viii) the Company Issuer delivers to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities Notes as contemplated by this Article 8 have been satisfied. Before or after a deposit, complied with; and (ix) the Company may make arrangements satisfactory Issuer delivers to the Trustee for all other documents or other information that the redemption or purchase of Securities at a future date Trustee may reasonably require in accordance connection with Article 3the defeasance.

Conditions to Defeasance. (a) The Company Issuer may exercise its legal defeasance option or its covenant defeasance option only if: (1i) the Company Issuer irrevocably deposits in trust or causes to be deposited with the Trustee money or cash in U.S. dollars, U.S. Government Obligations or a combination thereof in an amount in the opinion of a nationally recognized certified public accounting firm sufficient for the payment in full of to pay the principal of, and any premium due on, the Securities, and any accrued and unpaid interest on, and Liquidated Damages, (if any, with respect to ) and interest on the Securities then outstanding, from April 1, 2002, as the applicable issue of Notes when due at maturity date, the redemption date or the Purchase Dateredemption, as the case may be; (2ii) the Company Issuer delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment of on the deposited U.S. Government Obligations plus any deposited money without investment will shall provide cash at such times and in such amounts as will shall be sufficient to pay principal ofprincipal, premium, if any, any accrued and unpaid interest when due on, and Liquidated Damages, if any, with respect to on all the Securities Notes to maturity or redemption, as the case may be; (3) since the Company's irrevocable deposit provided for in Section 8.02(1iii) 91 days have passedpass after the deposit is made and during the 91-day period no Default specified in Sections 6.1(v) or 6.1(vi) with respect to the Issuer occurs which is continuing at the end of the period; (4) no Default has occurred and is continuing on the date of such deposit and after giving effect to it; (5iv) the deposit does not constitute a default under any other agreement binding on the CompanyIssuer; (6v) the Company Issuer delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company advisor under the Investment Company Advisors Act of 1940, as amended; (7vi) in the case of the legal defeasance option, the Company Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (i1) the Company Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii2) under since the date of this Indenture there has been a change in the applicable U.S. federal income tax law, in either case, case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will shall not recognize income, gain or loss for federal income tax purposes 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; (8) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee and Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such covenant deposit and defeasance and will shall be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (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 of the Notes shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; and (9viii) the Company Issuer delivers to the Trustee an Officers' Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities Notes to be so defeased and discharged as contemplated by this Article 8 VIII have been satisfiedcomplied with. Before or after a deposit, the Company Issuer may make arrangements satisfactory to the Trustee for the redemption or purchase of Securities such Notes at a future date in accordance with Article 3.V.

Conditions to Defeasance. (a) The Company Issuers may exercise its their legal defeasance option or its their covenant defeasance option only if: (1i) the Company Issuers irrevocably deposits deposit in trust with the Trustee money in an amount sufficient or U.S. Government Obligations sufficient for the payment in full of Obligations, the principal ofof and interest on which will be sufficient, and any or a combination thereof sufficient, to pay the principal, premium due on, the Securities, and any accrued and unpaid interest on, and Liquidated Damages, (if any, with respect to ) and interest on the Securities then outstanding, from April 1, 2002, as the Notes when due at maturity date, the redemption date or the Purchase Dateredemption, as the case may be, including interest thereon to maturity or such redemption date and Additional Interest, if any; (2ii) the Company delivers Issuers deliver to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment of 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 of, premium, if any, any accrued and unpaid interest when due on, and Liquidated Damages, if any, with respect to on all the Securities Notes to maturity or redemption, as the case may be; (3) since the Company's irrevocable deposit provided for in Section 8.02(1iii) 91 days have passedpass after the deposit is made and during the 91-day period no Default specified in Section 6.01(g) or (h) with respect to the Issuers occurs which is continuing at the end of the period; (4) no Default has occurred and is continuing on the date of such deposit and after giving effect to it; (5iv) the deposit does not constitute a default under any other agreement binding on the CompanyIssuers; (6v) the Company delivers Issuers deliver to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940, as amended; (7vi) in the case of the legal defeasance option, the Company Issuers shall have delivered to the Trustee an Opinion of Counsel stating that (i1) the Company has Issuers have received from, or there has been published by, the Internal Revenue Service a ruling, or (ii2) under since the date of this Indenture there has been a change in the applicable federal income tax law, in either case, 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 defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred; (8) vii) in the case of the covenant defeasance option, the Company Issuers shall have delivered to the Trustee and 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 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 (9viii) the Company delivers Issuers deliver to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities Notes as contemplated by this Article 8 have been satisfied. complied with. (b) Before or after a deposit, the Company Issuers may make arrangements satisfactory to the Trustee for the redemption or purchase of Securities Notes at a future date in accordance with Article 3.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option only if: (1i) the Company irrevocably deposits in trust (the "defeasance trust") with the Trustee money or U.S. Government Obligations sufficient for the payment in full of the principal ofprincipal, and any premium due on, the Securities, and any accrued and unpaid interest on, and Liquidated Damages, (if any, with respect ) and interest on the Notes to the Securities then outstanding, from April 1, 2002, as the maturity date, the redemption date or the Purchase Dateredemption, as the case may be; (2ii) such defeasance does not result in a breach or violation of, or constitute a default under, this Indenture, the Credit Agreement or any other material agreement or instrument to which the Company is a party or by which it is bound; (iii) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment of 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 of, premium, if any, any accrued and unpaid interest when due on, and Liquidated Damages, if any, with respect to on all the Securities Notes to maturity or redemption, as the case may be; (3iv) since 123 days pass after the Company's irrevocable deposit provided for is made and during the 123-day period no Default specified in Section 8.02(17.01(vii) 91 days have passedor Section 7.01(viii) in either case with respect to the Company occurs which is continuing at the end of the period; (4) no Default has occurred and is continuing on the date of such deposit and after giving effect to it; (5v) the deposit does not result in a breach or violation of, or constitute a default under under, this Indenture (including, without limitation, Article XI hereof), the Credit Agreement or any other material agreement binding on or instrument to which the CompanyCompany is a party or by which the Company is bound; (6vi) 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 U.S. Investment Company Act of 1940, as amended; (7vii) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (i1) the Company has received from, from or there has been published by, the Internal Revenue Service a ruling, or (ii2) under since the date of this Indenture there has been a change in the applicable federal U.S. Federal income tax law, in either case, case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal U.S. Federal income tax purposes as a result of such 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; (8) viii) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee and an Opinion of Counsel in the United States to the effect that the Holders will not recognize income, gain or loss for federal U.S. Federal income tax purposes as a result of such covenant defeasance and will be subject to federal U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; and (9ix) 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 Notes as contemplated by this Article 8 IX have been satisfiedcomplied with. Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption or purchase of Securities the Notes at a future date in accordance with Article 3III.

Conditions to Defeasance. The Company may exercise its legal defeasance Legal Defeasance option or its covenant defeasance option the Covenant Defeasance option, in Section 9.01, may be exercised only if: (1a) the Company irrevocably deposits in trust with the Trustee money or U.S. Government Obligations sufficient Obligations, or a combination thereof, for the payment in full of principal of and interest on the principal of, and any premium due on, the Securities, and any accrued and unpaid interest on, and Liquidated Damages, if any, with respect Senior Subordinated Notes to the Securities then outstanding, from April 1, 2002, as the maturity date, the redemption date or the Purchase Dateredemption, as the case may be; (2b) the Company delivers to the Trustee a certificate from a nationally an internationally recognized firm of independent certified public accountants expressing their opinion that the payments of principal principal, premium, if any, and interest when due and without reinvestment of 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 ofprincipal, premium, if any, any accrued and unpaid interest when due on, and Liquidated Damages, if any, with respect to on all the Securities Senior Subordinated Notes to maturity or redemption, as the case may be; (3c) since 123 days pass after the Company's irrevocable deposit provided for is made and during the 123-day period no Default described in Section 8.02(16.01(7) 91 days have passedoccurs with respect to the Company or any other Person making such deposit which is continuing at the end of the period; (4d) no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect to itthereto; (5e) the such deposit does not constitute a default under any other material agreement or instrument binding on the Company; (6f) 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, as amended; (7g) in the case of the legal defeasance optionan election of Legal Defeasance under Section 9.01, the Company shall have delivered delivers to the Trustee an Opinion of Counsel stating that that: (i1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or ; or (ii2) under since the date of this Indenture there has been a change in the applicable U.S. federal income tax law, to the effect, in either case, to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the Senior Subordinated Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance election and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times time as would have been the case if such defeasance had election has not occurred; (8) h) in the case of the covenant defeasance optionan election of Covenant Defeasance under Section 9.01, the Company shall have delivered delivers to the Trustee and an Opinion of Counsel to the effect that the Holders of the Senior Subordinated Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such covenant defeasance Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance election had not occurred; and (9i) 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 contemplated an election under 9.01 have been complied with as required by this Article 8 have been satisfied. Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption or purchase of Securities at a future date in accordance with Article 3Indenture.

Conditions to Defeasance. The Company Issuer may exercise its legal defeasance option or its covenant defeasance option only if: (1i) the Company Issuer irrevocably deposits or causes to be deposited in trust with the Trustee money or U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide cash at such times and in such amounts as will be sufficient for the payment in full of the to pay principal of, and any premium interest when 50 57 due on, the Securities, and any accrued and unpaid interest on, and Liquidated Damages, if any, with respect on all outstanding Notes (except Notes replaced pursuant to the Securities then outstanding, from April 1, 2002, as the Section 2.7) to maturity date, the redemption date or the Purchase Dateredemption, as the case may be; (2ii) the Company Issuer delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment of 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 of, premium, if any, any accrued and unpaid interest when due on, and Liquidated Damages, if any, with respect on all outstanding Notes (except Notes replaced pursuant to all the Securities Section 2.7) to maturity or redemption, as the case may be; (3) since the Company's irrevocable deposit provided for in Section 8.02(1iii) 91 days have passedpass after the deposit is made and during the 91-day period no Default specified in Section 6.1(7) or (8) with respect to the Issuer occurs which is continuing at the end of the period; (4) no Default has occurred and is continuing on the date of such deposit and after giving effect to it; (5iv) the deposit does not constitute a default under any other material agreement binding on the CompanyIssuer; (6v) the Company Issuer delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940, as amended; (7vi) in the case of the legal defeasance option, the Company Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) under since the date of this Indenture there has been a change in the applicable federal income tax law, in either case, case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders Noteholders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (8) vii) in the case of the covenant defeasance option, the Company Issuer shall have delivered to the Trustee and an Opinion of Counsel to the effect that the Holders Noteholders will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, amounts and in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (9viii) the Company Issuer delivers to the Trustee an Officers' Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities Notes as contemplated by this Article 8 VIII have been satisfiedcomplied with. Before or after a deposit, the Company Issuer may make arrangements satisfactory to the Trustee for the redemption or purchase of Securities Notes at a future date in accordance with Article 3III.

Conditions to Defeasance. The Company Issuer may exercise its legal defeasance option or its covenant defeasance option only if: (1) the Company Issuer irrevocably deposits in trust with the Trustee money or U.S. Government Obligations sufficient for the payment in full of principal of and interest on the principal of, and any premium due on, the Securities, and any accrued and unpaid interest on, and Liquidated Damages, if any, with respect Notes to the Securities then outstanding, from April 1, 2002, as the maturity date, the redemption date or the Purchase Dateredemption, as the case may be; (2) the Company Issuer delivers to the Trustee a certificate from a nationally nationally-recognized firm of independent certified public accountants expressing their opinion that the payments of principal and interest when due and without reinvestment of 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 of, premium, if any, any accrued and unpaid interest when due on, and Liquidated Damages, if any, with respect to on all the Securities Notes to maturity or redemption, as the case may be; (3) since 123 days pass after the Company's irrevocable deposit provided for is made and during the 123-day period no Default specified in Section 8.02(16.01(7) 91 days have passedor (8) with respect to the Issuer, the Parent or any other Person making such deposit occurs that is continuing at the end of the period; (4) no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect to itthereto; (5) the deposit does not constitute a default under any other agreement or instrument binding on the CompanyIssuer, the Parent or any Guarantor; (6) the Company Issuer delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940, as amended; (7) in the case of the legal defeasance option, the Company Issuer shall have delivered to the Trustee an Opinion of Counsel of recognized standing with respect to U.S. federal income tax matters stating that (i) the Company Issuer has received from, or there has been published by, from the Internal Revenue Service a ruling, or (ii) under since the date of this Indenture there has been a change in the applicable U.S. federal income tax law, to the effect, in either case, to the effect that, that and based thereon such Opinion of Counsel shall confirm that, the Holders beneficial owners of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times time as would have been the case if such defeasance had not occurred; (8) in the case of the covenant defeasance option, the Company Issuer shall have delivered to the Trustee and an Opinion of Counsel of recognized standing with respect to U.S. federal income tax matters to the effect that the Holders beneficial owners of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such covenant defeasance 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; (9) the Company Issuer delivers to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities Notes as contemplated by this Article 8 VIII have been satisfiedcomplied with; and (10) the Issuer delivers to the Trustee an Opinion of Counsel in the Netherlands and the Republic of Indonesia to the effect that beneficial owners of the Notes will not recognize income, gain or loss for Dutch or Indonesian tax purposes as a result of such deposit and defeasance and will be subject to Dutch or Indonesian taxes (including withholding taxes) 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. Before or after a deposit, the Company Issuer may make arrangements satisfactory to the Trustee for the redemption or purchase of Securities Notes at a future date in accordance with Article 3III.

Conditions to Defeasance. The Company may exercise its legal defeasance option set forth in Section 8.02 or its the covenant defeasance option set forth in Section 8.03 may be exercised only if: (1a) the Company Issuers irrevocably deposits deposit in trust with the Trustee money immediately available U.S. Dollars or U.S. Government Obligations Obligations, in each case, sufficient without consideration of reinvestment, for the payment in full of principal of and interest and premium on the principal of, and any premium due on, the Securities, and any accrued and unpaid interest on, and Liquidated Damages, if any, with respect Notes to the Securities then outstanding, from April 1, 2002, as the (but not including) maturity date, the or redemption date or the Purchase Date, as the case may bewithin one year; (2b) the Company delivers Issuers deliver to the Trustee in accordance with Section 12.02 a certificate from a nationally recognized firm of independent certified public accountants expressing their opinion that the payments of principal principal, premium, if any, and interest when due and without reinvestment of 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 ofprincipal, premium, if any, any accrued of and unpaid interest and premium on when due on, and Liquidated Damages, if any, with respect to on all the Securities Notes to be defeased to (but not including) maturity or redemption, as the case may be; (3c) since 123 days pass after the Company's irrevocable deposit provided for is made, and during the 123-day period, no Default described in Section 8.02(16.01(7) 91 days have passedand (8) occurs with respect to an Issuer or any other Person making such deposit which is continuing at the end of the period; (4d) no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect to itthereto; (5e) the such deposit does not constitute a default under any other agreement or instrument binding on the CompanyCompany or any of its Restricted Subsidiaries; (6f) the Company delivers Issuers deliver to the Trustee in accordance with Section 12.02 an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940, as amended; (7g) in the case of the legal defeasance option, the Company shall have delivered Issuers deliver to the Trustee in accordance with Section 12.02 an Officers’ Certificate and Opinion of Counsel stating that that: (i1) the Company has Issuers have received from, or there has been published by, from the Internal Revenue Service a ruling; or (2) since the date of this Indenture, or (ii) under 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 defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times time as would have been the case if such defeasance had has not occurred; (8) h) in the case of the covenant defeasance option, the Company shall have delivered Issuers deliver to the Trustee and in accordance with Section 12.02 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 same amounts, in the same manner manner, and at the same times as would have been the case if such covenant defeasance had not occurred; and (9i) the Company delivers Issuers deliver to the Trustee in accordance with Section 12.02 an Officers' ’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities contemplated Notes have been complied with as required by this Article 8 have been satisfied. Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption or purchase of Securities at a future date in accordance with Article 38.