Common use of Conditions to Legal Defeasance or Covenant Defeasance Clause in Contracts

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 9.2 or Section 9.3 to the outstanding Securities of a Series: (1) the Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 who shall agree to comply with the provisions of this Article 9 applicable to it) as funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities, (A) money in an amount, or (B) U.S. Government Obligations or Foreign Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, and accrued interest and premium, if any, on, the outstanding Securities of such Series at the Stated Maturity of such principal, interest or premium, if any, or on dates for payment and redemption of such principal, interest and premium, if any, selected in accordance with the terms of this Indenture and of the Securities of such Series; (2) no Event of Default or Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit, or shall have occurred and be continuing at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (3) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company; (4) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute default under, any other agreement or instrument to which the Company is a party or by which it is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended; (6) in the case of an election under Section 9.2, 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 to the effect that or (ii) there has been a change in any applicable Federal income tax law with the effect that, and such opinion shall confirm that, the Holders of the outstanding Securities of such Series or Persons in their positions will not recognize income, gain or loss for Federal income tax purposes solely as a result of such Legal Defeasance and will be subject to Federal income tax on the same amounts, in the same manner, including as a result of prepayment, and at the same times as would have been the case if such Legal Defeasance had not occurred; (7) in the case of an election under Section 9.3, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Securities of such Series will not recognize income, gain or loss for Federal income tax purposes as a result of such 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; (8) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Article 9 relating to either the Legal Defeasance under Section 9.2 or the Covenant Defeasance under Section 9.3 (as the case may be) have been complied with; (9) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit under clause (1) was not made by the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (10) the Company shall have paid, or duly provided for payment under terms mutually satisfactory to the Company and the Trustee, all amounts then due to the Trustee pursuant to Section 7.7.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 9.2 or Section 9.3 hereof to the outstanding Securities of a Series: (1) the Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 hereof who shall agree to comply with the provisions of this Article 9 applicable to it) as funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities, (A) money in an amount, or (B) U.S. Government Obligations or Foreign Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, and accrued interest and premium, if any, on, and accrued interest on the outstanding Securities of such Series at the Stated Maturity of such principal, interest or premium, if any, or interest, or on dates for payment and redemption of such principal, interest and premium, if any, and interest selected in accordance with the terms of this Indenture and of the Securities of such Series; (2) no Event of Default or Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit, or shall have occurred and be continuing at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (3) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company; (4) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute default under, under any other agreement or instrument to which the Company is a party or by which it is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended; (6) in the case of an election under Section 9.29.2 above, 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 to the effect that or (ii) there has been a change in any applicable Federal income tax law with the effect that, and such opinion shall confirm that, the Holders of the outstanding Securities of such Series or Persons persons in their positions will not recognize income, gain or loss for Federal income tax purposes solely as a result of such Legal Defeasance and will be subject to Federal income tax on the same amounts, in the same manner, including as a result of prepayment, and at the same times as would have been the case if such Legal Defeasance had not occurred; (7) in the case of an election under Section 9.39.3 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Securities of such Series will not recognize income, gain or loss for Federal income tax purposes as a result of such Covenant Defeasance, 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; (8) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Article 9 relating to either the Legal Defeasance under Section 9.2 above or the Covenant Defeasance under Section 9.3 hereof (as the case may be) have been complied with; (9) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit under clause (1) was not made by the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (10) the Company shall have paid, paid or duly provided for payment under terms mutually satisfactory to the Company and the Trustee, Trustee all amounts then due to the Trustee pursuant to Section 7.77.7 hereof.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 9.2 9.02 or Section 9.3 9.03 hereof to the outstanding Securities of a SeriesNotes: (1) the Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 hereof who shall agree to comply with the provisions of this Article 9 applicable to it) as funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the SecuritiesNotes, (A) money in an amount, or (B) U.S. Government Obligations or Foreign Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally nationally-recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, and accrued interest and premium, if any, on, and accrued interest on the outstanding Securities of such Series Notes at the Stated Maturity Date of such principal, interest or premium, if any, or interest, or on dates for payment and redemption of such principal, interest and premium, if any, and interest selected in accordance with the terms of this Indenture and of the Securities of such SeriesNotes; (2) no Event of Default or Default with respect to the Securities of such Series Notes shall have occurred and be continuing on the date of such deposit, or shall have occurred and be continuing at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (3) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company; (4) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute default under, under any other agreement or instrument to which the Company is a party or by which it is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended; (6) in the case of an election under Section 9.29.02 above, 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 to the effect that or (ii) there has been a change in any applicable Federal income tax law with the effect that, and such opinion shall confirm that, the Holders of the outstanding Securities of such Series Notes or Persons persons in their positions will not recognize income, gain or loss for Federal income tax purposes solely as a result of such Legal Defeasance and will be subject to Federal income tax on the same amounts, in the same manner, including as a result of prepayment, and at the same times as would have been the case if such Legal Defeasance had not occurred; (7) in the case of an election under Section 9.39.03 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Securities of such Series Notes will not recognize income, gain or loss for Federal income tax purposes as a result of such Covenant Defeasance, 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; (8) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Article 9 relating to either the Legal Defeasance under Section 9.2 9.02 above or the Covenant Defeasance under Section 9.3 9.03 hereof (as the case may be) have been complied with; (9) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit under clause (1) was not made by the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (10) the Company shall have paid, paid or duly provided for payment under terms mutually satisfactory to the Company and the Trustee, Trustee all amounts then due to the Trustee pursuant to Section 7.77.07 hereof.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 9.2 or Section 9.3 hereof to the outstanding Securities of a Series: (1) the Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 hereof who shall agree to comply with the provisions of this Article 9 applicable to it) as funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities, (A) money in an amount, or (B) U.S. Government Obligations or Foreign Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, and accrued interest and premium, if any, on, and accrued interest on the outstanding Securities of such Series at the Stated Maturity of such principal, interest or premium, if any, or interest, or on dates for payment and redemption of such principal, interest and premium, if any, and interest selected in accordance with the terms of this Indenture and of the Securities of such Series; (2) no Event of Default or Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit, or shall have occurred and be continuing at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (3) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company; (4) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute default under, under any other agreement or instrument to which the Company is a party or by which it is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended; (6) in the case of an election under Section 9.29.2 above, 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 to the effect that or (ii) there has been a change in any applicable Federal income tax law with the effect that, and such opinion shall confirm that, the Holders of the outstanding Securities of such Series or Persons persons in their positions will not recognize income, gain or loss for Federal income tax purposes solely as a result of such Legal Defeasance and will be subject to Federal income tax on the same amounts, in the same manner, including as a result of prepayment, and at the same times as would have been the case if such Legal Defeasance had not occurred; (7) in the case of an election under Section 9.39.3 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Securities of such Series will not recognize income, gain or loss for Federal income tax purposes as a result of such Covenant Defeasance, 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; (8) the Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Article 9 relating to either the Legal Defeasance under Section 9.2 above or the Covenant Defeasance under Section 9.3 hereof (as the case may be) have been complied with; (9) the Company shall have delivered to the Trustee an Officers’ ' Certificate stating that the deposit under clause (1) was not made by the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (10) the Company shall have paid, paid or duly provided for payment under terms mutually satisfactory to the Company and the Trustee, Trustee all amounts then due to the Trustee pursuant to Section 7.77.7 hereof.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 9.2 or Section 9.3 hereof to the outstanding Securities of a SeriesSenior Notes: (1) the Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 7. 10 hereof who shall agree to comply with the provisions of this Article 9 applicable to it) as funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the SecuritiesSenior Notes, (A) money in an amount, or (B) U.S. Government Obligations or Foreign Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally nationally-recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, and accrued interest and premium, if any, on, and accrued interest on the outstanding Securities of such Series Senior Notes at the Stated Maturity maturity date of such principal, interest or premium, if any, or interest, or on dates for payment and redemption of such principal, interest and premium, if any, and interest selected in accordance with the terms of this Indenture and of the Securities of such SeriesSenior Notes; (2) no Event of Default or Default with respect to the Securities of such Series Senior Notes shall have occurred and be continuing on the date of such deposit, or shall have occurred and be continuing at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (3) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company; (4) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute default under, under any other agreement or instrument to which the Company is a party or by which it is bound; (54) the Company shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended; (65) in the case of an election under Section 9.29.2 above, 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 to the effect that or (ii) there has been a change in any applicable Federal income tax law with the effect that, and such opinion shall confirm that, the Holders of the outstanding Securities of such Series Senior Notes or Persons persons in their positions will not recognize income, gain or loss for Federal income tax purposes solely as a result of such Legal Defeasance and will be subject to Federal income tax on the same amounts, in the same manner, including as a result of prepayment, and at the same times as would have been the case if such Legal Defeasance had not occurred; (76) in the case of an election under Section 9.39.3 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Securities of such Series Senior Notes will not recognize income, gain or loss for Federal income tax purposes as a result of such Covenant Defeasance, 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; (7) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that (a) all conditions precedent provided for relating to either the Legal Defeasance under Section 9.2 above or the Covenant Defeasance under Section 9.3 hereof (as the case may be) have been complied with and (b) if any other Indebtedness of the Company shall then be outstanding, such legal defeasance or covenant defeasance will not violate the provisions of the agreements or instruments evidencing such Indebtedness; and (8) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Article 9 relating to either the Legal Defeasance under Section 9.2 or the Covenant Defeasance under Section 9.3 (as the case may be) have been complied with; (9) the Company shall have delivered to the Trustee an Officers’ ' Certificate stating that the deposit under clause (1) was not made by the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (10) the Company shall have paid, or duly provided for payment under terms mutually satisfactory to the Company and the Trustee, all amounts then due to the Trustee pursuant to Section 7.7.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 9.2 or Section 9.3 to the outstanding Securities of a Series: (1) the Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 who shall agree to comply with the provisions of this Article ARTICLE 9 applicable to it) as funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities, (A) money in an amount, or (B) U.S. Government Obligations or Foreign Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, and accrued interest and premium, if any, on, the outstanding Securities of such Series at the Stated Maturity of such principal, interest or premium, if any, or on dates for payment and redemption of such principal, interest and premium, if any, selected in accordance with the terms of this Indenture and of the Securities of such Series; (2) no Event of Default or Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar or simultaneous deposit relating to other Indebtedness and, in each case, the granting of liens and the consummation of other transactions in connection therewith) with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit, or shall have occurred and be continuing at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (3) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company; (4) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute default under, any other agreement or instrument to which the Company is a party or by which it is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended; (6) in the case of an election under Section 9.2, 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 to the effect that or (ii) there has been a change in any applicable Federal income tax law with the effect that, and such opinion shall confirm that, the Holders of the outstanding Securities of such Series or Persons in their positions will not recognize income, gain or loss for Federal income tax purposes solely as a result of such Legal Defeasance and will be subject to Federal income tax on the same amounts, in the same manner, including as a result of prepayment, and at the same times as would have been the case if such Legal Defeasance had not occurred; (7) in the case of an election under Section 9.3, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Securities of such Series will not recognize income, gain or loss for Federal income tax purposes as a result of such 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; (8) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Article ARTICLE 9 relating to either the Legal Defeasance under Section 9.2 or the Covenant Defeasance under Section 9.3 (as the case may be) have been complied with; (9) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit under clause (1) was not made by the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (10) the Company shall have paid, or duly provided for payment under terms mutually satisfactory to the Company and the Trustee, all amounts then due to the Trustee pursuant to Section 7.7.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 9.2 or Section 9.3 hereof to the outstanding Securities of a Series: (1) the Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 hereof who shall agree to comply with the provisions of this Article 9 applicable to it) as funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities, (A) money in an amount, or (B) U.S. Government Obligations or Foreign Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, and accrued interest and premium, if any, on, and accrued interest on the outstanding Securities of such Series at the Stated Maturity of such principal, interest or premium, if any, or interest, or on dates for payment and redemption of such principal, interest and premium, if any, and interest selected in accordance with the terms of this Indenture and of the Securities of such Series; (2) no Event of Default or Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit, or shall have occurred and be continuing at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (3) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company; (4) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute default under, under any other agreement or instrument to which the Company is a party or by which it is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended; (6) in the case of an election under Section 9.29.2 above, 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 to the effect that or (ii) there has been a change in any applicable Federal income tax law with the effect that, and such opinion shall confirm that, the Holders of the outstanding Securities of such Series or Persons in their positions will not recognize income, gain or loss for Federal income tax purposes solely as a result of such Legal Defeasance and will be subject to Federal income tax on the same amounts, in the same manner, including as a result of prepayment, and at the same times as would have been the case if such Legal Defeasance had not occurred; (7) in the case of an election under Section 9.39.3 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Securities of such Series will not recognize income, gain or loss for Federal income tax purposes as a result of such Covenant Defeasance, 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; (8) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Article 9 relating to either the Legal Defeasance under Section 9.2 above or the Covenant Defeasance under Section 9.3 hereof (as the case may be) have been complied with; (9) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit under clause (1) was not made by the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (10) the Company shall have paid, paid or duly provided for payment under terms mutually satisfactory to the Company and the Trustee, Trustee all amounts then due to the Trustee pursuant to Section 7.77.7 hereof.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 9.2 1202 or Section 9.3 1203 to the outstanding Securities of a SeriesOutstanding Notes: (1) the The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 608 who shall agree to comply with the provisions of this Article 9 Twelve applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, to the benefit of the Holders of the Securities, such Notes; (A) money cash in an amountU.S. dollars, or (B) U.S. Government Obligations or Foreign Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amountSecurities, or (C) a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment banking firm, appraisal firm or firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, and accrued interest of (and premium, if any, on, ) and interest on the outstanding Securities of such Series at Outstanding Notes on the Stated Maturity (or Redemption Date, if applicable); provided that the Trustee shall have been irrevocably instructed to apply such cash or the proceeds of such principalGovernment Securities to said payments with respect to the Notes; provided, interest further, that with respect to any redemption pursuant to Section 1101(b), the amount deposited shall be sufficient to the extent that an amount is deposited with the Trustee equal to the amount calculated under Section 1101(b) as of the date of the notice of redemption, provided, further, that the Company shall deposit any Applicable Premium Deficit with the Trustee on or premiumprior to the Redemption Date and shall simultaneously deliver to the Trustee an Officer’s Certificate which shall set forth the Applicable Premium Deficit and confirm that such Applicable Premium Deficit shall be applied toward such redemption. Before such a deposit, if anythe Company may give to the Trustee, or on dates for payment and redemption of such principal, interest and premium, if any, selected in accordance with the terms Section 1104 hereof, a notice of this Indenture and its election to redeem all of the Securities of such SeriesOutstanding Notes at a future date in accordance with Article Eleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing; (2) no Event of Default or Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit, or shall have occurred and be continuing at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (3) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company; (4) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute default under, any other agreement or instrument to which the Company is a party or by which it is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended; (6) in the case of an election under Section 9.2Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel stating that in the United States reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (iA) the Company has received from, or there has been published by, the United States Internal Revenue Service a ruling to ruling, or (B) since the effect that or (ii) issuance of the Notes, there has been a change in any the applicable U.S. Federal income tax law with law, in either case to the effect that, and based thereon such opinion Opinion of Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders of the outstanding Securities of such Series or Persons in their positions Outstanding Notes will not recognize income, gain or loss for U.S. Federal income tax purposes solely as a result of such Legal Defeasance and will be subject to U.S. Federal income tax on the same amounts, in the same manner, including as a result of prepayment, manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (73) in the case of an election under Section 9.3Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the effect that Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the outstanding Securities of such Series Outstanding Notes will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such Covenant Defeasance, Defeasance and will be subject to U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (8) 4) no Default or Event of Default with respect to the Outstanding Notes (other than that resulting from borrowing funds to be applied to make such deposit or the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit; (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under any other material agreement or instrument (other than this Indenture) to which, the Company is a party or by which the Company is bound (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith); and (6) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of CounselCounsel in the United States (which Opinion of Counsel may be subject to customary assumptions and exclusions), each stating that all conditions precedent provided for in this Article 9 or relating to either the Legal Defeasance under Section 9.2 or the Covenant Defeasance under Section 9.3 (Defeasance, as the case may be) , have been complied with; (9) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit under clause (1) was not made by the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (10) the Company shall have paid, or duly provided for payment under terms mutually satisfactory to the Company and the Trustee, all amounts then due to the Trustee pursuant to Section 7.7.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 9.2 9.02 or Section 9.3 9.03 hereof to the outstanding Securities of a SeriesNotes: (1) the Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 hereof who shall agree to comply with the provisions of this Article 9 applicable to it) as funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the SecuritiesNotes, (A) money in an amount, or (B) U.S. Government Obligations or Foreign Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally nationally-recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, and accrued interest and premium, if any, on, and accrued interest on the outstanding Securities of such Series Notes at the Stated Maturity maturity date of such principal, interest or premium, if any, or interest, or on dates for payment and redemption of such principal, interest and premium, if any, and interest selected in accordance with the terms of this Indenture and of the Securities of such SeriesNotes; (2) no Event of Default or Default with respect to the Securities of such Series Notes shall have occurred and be continuing on the date of such deposit, or shall have occurred and be continuing at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (3) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company; (4) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute default under, under any other agreement or instrument to which the Company is a party or by which it is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended; (6) in the case of an election under Section 9.29.02 above, 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 to the effect that or (ii) there has been a change in any applicable Federal income tax law with the effect that, and such opinion shall confirm that, the Holders of the outstanding Securities of such Series Notes or Persons persons in their positions will not recognize income, gain or loss for Federal income tax purposes solely as a result of such Legal Defeasance and will be subject to Federal income tax on the same amounts, in the same manner, including as a result of prepayment, and at the same times as would have been the case if such Legal Defeasance had not occurred; (7) in the case of an election under Section 9.39.03 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Securities of such Series Notes will not recognize income, gain or loss for Federal income tax purposes as a result of such Covenant Defeasance, 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; (8) the Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Article 9 relating to either the Legal Defeasance under Section 9.2 9.02 above or the Covenant Defeasance under Section 9.3 9.03 hereof (as the case may be) have been complied with; (9) the Company shall have delivered to the Trustee an Officers’ ' Certificate stating that the deposit under clause (1) was not made by the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (10) the Company shall have paid, paid or duly provided for payment under terms mutually satisfactory to the Company and the Trustee, Trustee all amounts then due to the Trustee pursuant to Section 7.77.07 hereof.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to the application of Section 9.2 13.2 or Section 9.3 13.3 to any Securities or any series of Securities, as the outstanding Securities of a Seriescase may be: (1) The Issuers or the Company Guarantor, or Guarantors shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying which satisfies the requirements of contemplated by Section 7.10 who shall agree 6.9 and agrees to comply with the provisions of this Article 9 applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit benefits of the Holders of the such Securities, (A) money cash in an amount, or (B) U.S. Government Obligations or Foreign Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of, of and accrued any premium and interest and premium, if any, on, on such Securities on the outstanding Securities of such Series at the respective Stated Maturity of such principal, interest or premium, if any, Maturities or on dates for payment and the applicable redemption of such principaldate, interest and premiumas the case may be, if any, selected in accordance with the terms of this Indenture and of the Securities of such Series;Securities. (2) no In the event of an election under Section 13.2, the Issuers shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this instrument, there has been a change in the applicable Federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the Holders of such Securities will not recognize gain or loss for Federal income tax purposes as a result of the deposit, Legal Defeasance and discharge to be effected with respect to such Securities and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, Legal Defeasance and discharge were not to occur. (3) In the event of an election under Section 13.3, the Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Securities will not recognize gain or loss for Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Securities and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur. (4) The Issuers shall have delivered to the Trustee an Officer’s Certificate to the effect that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit. (5) No event which is, or after notice or lapse of time or both would become, an Event of Default or Default with respect to the such Securities of such Series shall have occurred and be continuing on the date of such deposit, or any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 5.1(d) and (e), at any time during on or prior to the period ending on the 91st 90th day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until the expiration of after such period90th day);. (36) such Such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes within the meaning of the TIA with respect to any securities Trust Indenture Act (assuming all Securities are in default within the meaning of the Company;such Act). (47) such Such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company is Issuers are a party or by which it is bound;. (5) the Company shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such 8) Such Legal Defeasance or Covenant Defeasance, neither Defeasance shall not result in the trust nor the Trustee will be required to register as arising from such deposit constituting an investment company under within the meaning of the Investment Company Act of 1940, as amended;amended from time to time, unless such trust shall be registered under such Act or exempt from registration thereunder. (69) in the case of an election under Section 9.2, the Company The Issuers 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 to the effect that or (ii) there has been a change in any applicable Federal income tax law with the effect that, and such opinion shall confirm that, the Holders of the outstanding Securities of such Series or Persons in their positions will not recognize income, gain or loss for Federal income tax purposes solely as a result of such Legal Defeasance and will be subject to Federal income tax on the same amounts, in the same manner, including as a result of prepayment, and at the same times as would have been the case if such Legal Defeasance had not occurred; (7) in the case of an election under Section 9.3, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Securities of such Series will not recognize income, gain or loss for Federal income tax purposes as a result of such 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; (8) the Company shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Article 9 relating with respect to either the such Legal Defeasance under Section 9.2 or the Covenant Defeasance under Section 9.3 (as the case may be) have been complied with; (9) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit under clause (1) was not made by the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (10) the Company shall have paid, or duly provided for payment under terms mutually satisfactory to the Company and the Trustee, all amounts then due to the Trustee pursuant to Section 7.7.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 9.2 9.02(b) or Section 9.3 9.02(c) hereof to the outstanding Securities of a SeriesNotes: (1) the Company Issuers shall irrevocably have deposit with the Paying Agent, as provided for in Section 9.04, in trust, for the benefit of the Holders subject to Legal Defeasance or Covenant Defeasance, Sterling, Sterling-Denominated Designated Government Obligations or a combination thereof, in such amounts as will be sufficient (without reinvestment), to pay the principal of and interest (including Additional Amounts and premium, if any) on the Notes on the stated date for payment or on the Redemption Date of the Notes; provided, that upon any redemption that requires the payment of a Make-Whole Premium, the amount deposited or caused shall be sufficient to the extent that an amount is deposited with the paying agent equal to the applicable Make-Whole Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Make-Whole Premium Deficit”) only required to be deposited with the Trustee (Paying Agent on or another trustee satisfying prior to the requirements of Section 7.10 who Redemption Date. Any Make-Whole Premium Deficit shall agree to comply with the provisions of this Article 9 applicable to it) as funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities, (A) money be set forth in an amount, or (B) U.S. Government Obligations or Foreign Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof Officer’s Certificate delivered to the Trustee, Paying Agent and the Trustee at least one Business Day prior to pay and discharge, and which the deposit of such Make-Whole Premium Deficit that confirms that such Make-Whole Premium Deficit shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, and accrued interest and premium, if any, on, the outstanding Securities of toward such Series at the Stated Maturity of such principal, interest or premium, if any, or on dates for payment and redemption of such principal, interest and premium, if any, selected in accordance with the terms of this Indenture and of the Securities of such Seriesredemption; (2) no Event of Default or Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit, or shall have occurred and be continuing at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified in the Opinion case of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until Legal Defeasance, the expiration of such period); (3) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company; (4) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute default under, any other agreement or instrument to which the Company is a party or by which it is bound; (5) the Company Issuers shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended; (6) in the case United States of an election under Section 9.2, the Company shall have delivered to the Trustee an Opinion of Counsel stating that America confirming that: (i) the Company has Issuers have received from, or there has been published by, by the Internal Revenue Service Service, a ruling to the effect that or ruling, or (ii) since the date of this Indenture, there has been a change in any the applicable Federal U.S. federal income tax law with law, in either case to the effect that, and such opinion based thereon this Opinion of Counsel shall confirm that, that the Holders of the outstanding Securities of such Series or Persons in their positions and beneficial owners will not recognize income, gain or loss for Federal U.S. federal income tax purposes solely as a result of such Legal Defeasance and will be subject to Federal U.S. federal income tax on the same amounts, in the same manner, including as a result of prepayment, manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (73) in the case of an election under Section 9.3Covenant Defeasance, the Company Issuers shall have delivered to the Trustee an Opinion of Counsel in the United States of America reasonably acceptable to the effect Trustee confirming that the Holders of the outstanding Securities of such Series and beneficial owners will not recognize income, gain or loss for Federal U.S. federal income tax purposes as a result of such Covenant Defeasance, 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; (8) 4) no Default shall have occurred and be continuing on the Company date of such deposit (other than a Default resulting from the borrowing of funds to be applied to such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens on the deposited funds in connection therewith); (5) the Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under any other material agreement or instrument (other than this Indenture) to which the Parent or any of its Subsidiaries is a party or by which the Parent or any of its Subsidiaries is bound (other than any such Default or default relating to any Indebtedness being defeased from any borrowing of funds to be applied to such deposit and any similar and simultaneous deposit relating to such Indebtedness, and the granting of Liens on the deposited funds in connection therewith); (6) the Issuers shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Article 9 relating to either the Legal Defeasance under Section 9.2 or the Covenant Defeasance under Section 9.3 (as the case may be) have been complied with; (9) the Company shall have delivered to the Trustee an Officers’ Officer’s Certificate stating that the deposit under clause (1) was not made by them with the Company intent of preferring the Holders over any other creditors of the Issuers or with the intent of defeating, hindering, delaying or defrauding any other of their creditors of the Company or others; and (107) the Company Issuers shall have paid, or duly provided for payment under terms mutually satisfactory to the Company and the Trustee, all amounts then due delivered to the Trustee pursuant to an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions provided for in, in the case of the Officer’s Certificate, clauses (1) through (6), as applicable, and, in the case of the Opinion of Counsel, clauses (2), if applicable, and/or (3) and (5) of this Section 7.79.03 have been complied with.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 9.2 or Section 9.3 hereof to the outstanding Securities of a Series: (1) the Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 hereof who shall agree to comply with the provisions of this Article 9 applicable to it) as funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities, (A) money in an amount, or (B) U.S. Government Obligations or (or, in the case of Securities denominated in a Foreign Currency, Foreign Government Obligations Obligations) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, and accrued interest and premium, if any, on, and accrued interest on the outstanding Securities of such Series at the Stated Maturity of such principal, interest or premium, if any, or interest, or on dates for payment and redemption of such principal, interest and premium, if any, and interest selected in accordance with the terms of this Indenture and of the Securities of such Series; (2) no Event of Default or Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit, or shall have occurred and be continuing at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (3) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company; (4) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute default under, under any other agreement or instrument to which the Company is a party or by which it is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended; (6) in the case of an election under Section 9.29.2 above, 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 to the effect that or (ii) there has been a change in any applicable Federal income tax law with the effect that, and such opinion shall confirm that, the Holders of the outstanding Securities of such Series or Persons in their positions will not recognize income, gain or loss for Federal income tax purposes solely as a result of such Legal Defeasance and will be subject to Federal income tax on the same amounts, in the same manner, including as a result of prepayment, and at the same times as would have been the case if such Legal Defeasance had not occurred; (7) in the case of an election under Section 9.39.3 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Securities of such Series will not recognize income, gain or loss for Federal income tax purposes as a result of such Covenant Defeasance, 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; (8) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Article 9 relating to either the Legal Defeasance under Section 9.2 above or the Covenant Defeasance under Section 9.3 hereof (as the case may be) have been complied with; (9) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit under clause (1) was not made by the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (10) the Company shall have paid, paid or duly provided for payment under terms mutually satisfactory to the Company and the Trustee, Trustee all amounts then due to the Trustee pursuant to Section 7.77.7 hereof.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 9.2 or Section 9.3 hereof to the outstanding Securities of a Series: (1) the Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 hereof who shall agree to comply with the provisions of this Article 9 applicable to it) as funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities, (A) money in an amount, or (B) U.S. Government Obligations or Foreign Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, and accrued interest and premium, if any, on, and accrued interest on the outstanding Securities of such Series at the Stated Maturity of such principal, interest or premium, if any, or interest, or on dates for payment and redemption of such principal, interest and premium, if any, and interest selected in accordance with the terms of this Indenture and of the Securities of such Series; (2) no Event of Default or Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit, or shall have occurred and be continuing at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (3) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company; (4) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute default under, under any other agreement or instrument to which the Company is a party or by which it is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended; (6) in the case of an election under Section 9.29.2 above, 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 to the effect that or (ii) there has been a change in any applicable Federal income tax law with the effect that, and such opinion shall confirm that, the Holders of the outstanding Securities of such Series or Persons in their positions will not recognize income, gain or loss for Federal income tax purposes solely as a result of such Legal Defeasance and will be subject to Federal income tax on the same amounts, in the same manner, including as a result of prepayment, and at the same times as would have been the case if such Legal Defeasance had not occurred; (7) in the case of an election under Section 9.39.3 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Securities of such Series will not recognize income, gain or loss for Federal income tax purposes as a result of such Covenant Defeasance, 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; (8) the Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Article 9 relating to either the Legal Defeasance under Section 9.2 above or the Covenant Defeasance under Section 9.3 hereof (as the case may be) have been complied with; (9) the Company shall have delivered to the Trustee an Officers’ ' Certificate stating that the deposit under clause (1) was not made by the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (10) the Company shall have paid, paid or duly provided for payment under terms mutually satisfactory to the Company and the Trustee, Trustee all amounts then due to the Trustee pursuant to Section 7.77.7 hereof.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 9.2 or Section 9.3 hereof to the outstanding Securities of a Series: (1) the Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 hereof who shall agree to comply with the provisions of this Article 9 applicable to it) as funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities, (A) money in an amount, or (B) U.S. Government Obligations or Foreign Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, and accrued interest and premium, if any, on, and accrued interest on the outstanding Securities of such Series at the Stated Maturity of such principal, interest or premium, if any, or interest, or on dates for payment and redemption of such principal, interest and premium, if any, and interest selected in accordance with the terms of this Indenture and of the Securities of such Series; (2) no Event of Default or Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit, or shall have occurred and be continuing at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (3) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company; (4) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute default under, under any other agreement or instrument to which the Company is a party or by which it is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended; (6) in the case of an election under Section 9.29.2 above, 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 to the effect that or (ii) there has been a change in any applicable Federal income tax law with the effect that, and such opinion shall confirm that, the Holders of the outstanding Securities of such Series or Persons persons in their positions will not recognize income, gain or loss for Federal income tax purposes solely as a result of such Legal Defeasance and will be subject to Federal income tax on the same amounts, in the same manner, including as a result of prepayment, and at the same times as would have been the case if such Legal Defeasance had not occurred; (7) in the case of an election under Section 9.39.3 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Securities of such Series will not recognize income, gain or loss for Federal income tax purposes as a result of such Covenant Defeasance, 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; (8) the Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Article 9 relating to either the Legal Defeasance under Section 9.2 above or the Covenant Defeasance under Section 9.3 hereof (as the case may be) have been complied with; (9) the Company shall have delivered to the Trustee an Officers’ ' Certificate stating that the deposit under clause (1) was not made by the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (10) the Company shall have paid, paid or duly provided for payment under terms mutually satisfactory to the Company and the Trustee, Trustee all amounts then due to the Trustee pursuant to Section 7.77.7 hereof.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 9.2 1402 or Section 9.3 1403 to the outstanding any Outstanding Securities of a Seriesseries: (1a) the Company The Issuer shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 607 who shall agree to comply with the provisions of this Article 9 Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the such Securities, (A1) money an amount (in an amountsuch Currency in which such Securities are then specified as payable at Stated Maturity), or (B2) U.S. Government Obligations or Foreign Government Obligations applicable to such Securities (determined on the basis of the Currency in which such Securities are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any paymentpayment of principal of (and premium, if any) and interest, if any, on such Securities, money in an amount, or (C3) a combination thereofthereof in an amount, and, in case of (1), (2) or (3), sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of, and accrued interest of (and premium, if any) and interest, onif any, the outstanding on such Outstanding Securities of such Series at on the Stated Maturity of such principal, interest principal or premium, if any, installment of principal or on dates for payment and redemption of such principal, interest and premium, if any, selected (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities on the day on which such payments are due and payable in accordance with the terms of this Indenture and of the Securities of such Series;Securities. (2b) no Such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer is a party or by which it is bound. (c) No Default or Event of Default or Default with respect to the such Securities of such Series shall have occurred and be continuing on the date of such depositdeposit or, or shall have occurred insofar as Sections 501(5) and be continuing 501(6) are concerned, at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until the expiration of such period);. (3d) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company; (4) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute default under, any other agreement or instrument to which the Company is a party or by which it is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended; (6) in In the case of an election under Section 9.21402, 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 to the effect that ruling, or (ii) since the date of execution of this Indenture, there has been a change in any the applicable Federal income tax law with law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of the outstanding such Outstanding Securities of such Series or Persons in their positions will not recognize income, gain or loss for Federal income tax purposes solely as a result of such Legal Defeasance and will be subject to Federal income tax on the same amounts, in the same manner, including as a result of prepayment, and at the same times as would have been the case if such Legal Defeasance had not occurred; (7) in the case of an election under Section 9.3, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Securities of such Series will not recognize income, gain or loss for Federal income tax purposes as a result of such Covenant Defeasance, legal defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance legal defeasance had not occurred;. (8) e) In the Company case of an election under Section 1403, the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding 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. (f) The Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Article 9 relating to either the Legal Defeasance legal defeasance under Section 9.2 1402 or the Covenant Defeasance covenant defeasance under Section 9.3 1403 (as the case may be) have been complied with;with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection (a) above and the related exercise of the Issuer’s option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Issuer, with respect to the trust funds representing such deposit or by the trustee for such trust funds or (ii) all necessary registrations under said Act have been effected. (9g) Notwithstanding any other provisions of this Section, such legal defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit under clause (1) was not made by the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (10) the Company shall have paid, or duly provided for payment under terms mutually satisfactory to the Company and the Trustee, all amounts then due to the Trustee Issuer in connection therewith pursuant to Section 7.7301.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 9.2 or Section 9.3 hereof to the outstanding Securities of a SeriesNotes: (1) the Company shall Issuers must irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 hereof who shall agree to comply with the provisions of this Article 9 IX applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, to the benefit benefits of the Holders of the Securities, such Notes: (A) money in an amount, or (B) U.S. Government Obligations or Foreign Government Obligations Obligations, which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, sufficientin each case sufficient without reinvestment, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal entire indebtedness in respect of the principal, premium, if any, Redemption Price of, and accrued interest and premium, if any, on, the outstanding Securities of such Series at Notes on the Stated Maturity thereof or (if the Issuers have made irrevocable arrangements satisfactory to the Trustee for the giving of such principalnotice of redemption by the Trustee in the name and at the expense of the Issuers) the Redemption Date thereof, interest or premiumas the case may be, if any, or on dates for payment and redemption of such principal, interest and premium, if any, selected in accordance with the terms of this Indenture and of the Securities of such SeriesNotes; (2) in the case of Legal Defeasance, the Issuers shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the Holders of such Notes will not recognize gain or loss for federal income tax purposes as a result of the Legal Defeasance, deposit and discharge to be effected with respect to such Notes and will be subject to federal income tax on the same amount, in the same manner and at the same times as would be the case if such Legal Defeasance, deposit and discharge were not to occur; (3) in the case of Covenant Defeasance, the Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such outstanding Notes will not recognize gain or loss for federal income tax purposes as a result of the Covenant Defeasance to be effected with respect to such Notes and will be subject to federal income tax on the same amount, in the same manner and at the same times as would be the case if such Covenant Defeasance were not to occur; (4) no Default or Event of Default or Default with respect to the Securities of such Series outstanding Notes shall have occurred and be continuing on at the date time of such depositdeposit after giving effect thereto or, in the case of Legal Defeasance, either: (A) the Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that, based upon existing precedents, if the matter were properly briefed, a court should hold that the deposit of moneys and/or U.S. Government Obligations as provided in clause (1) of this Section 9.4 would not constitute a preference voidable under Section 547 or 548 of the federal bankruptcy laws; or (B) no Default or Event of Default relating to bankruptcy or insolvency shall have occurred and be continuing at any time during the period ending on or prior to the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until the expiration of after such period91st day); (35) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes within the meaning of the TIA with respect to any securities (assuming all Notes are in default within the meaning of the Companysuch Act); (46) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which either of the Company Issuers is a party or by which it is bound; (57) the Company shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither Defeasance shall not result in the trust nor the Trustee will be required to register as arising from such deposit constituting an investment company under within the meaning of the Investment Company Act of 1940, as amended; (6) in the case of an election , unless such trust shall be registered under Section 9.2, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, such Act or there has been published by, the Internal Revenue Service a ruling to the effect that or (ii) there has been a change in any applicable Federal income tax law with the effect that, and such opinion shall confirm that, the Holders of the outstanding Securities of such Series or Persons in their positions will not recognize income, gain or loss for Federal income tax purposes solely as a result of such Legal Defeasance and will be subject to Federal income tax on the same amounts, in the same manner, including as a result of prepayment, and at the same times as would have been the case if such Legal Defeasance had not occurred; (7) in the case of an election under Section 9.3, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Securities of such Series will not recognize income, gain or loss for Federal income tax purposes as a result of such 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;exempt from registration thereunder; and (8) the Company Issuers shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Article 9 relating with respect to either the such Legal Defeasance under Section 9.2 or the Covenant Defeasance under Section 9.3 (as the case may be) have been complied with; (9) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit under clause (1) was not made by the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (10) the Company shall have paid, or duly provided for payment under terms mutually satisfactory to the Company and the Trustee, all amounts then due to the Trustee pursuant to Section 7.7.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 9.2 7.02 or Section 9.3 7.03 to the outstanding Securities of a SeriesSecurities: (a) (1) the Company shall has irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 who shall agree to comply with the provisions of this Article 9 applicable to it) as funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders with the Trustee or a Paying Agent or a trustee satisfactory to the Trustee and the Company, under the terms of an irrevocable trust agreement in form and substance satisfactory to the SecuritiesTrustee and any such Paying Agent, (Ax) money in an amountamount sufficient, or (By) U.S. Government Obligations or Foreign Government Obligations which through the scheduled payment of that shall be payable as to principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, such amounts and at such times as are sufficient, in the opinion of a nationally recognized firm of independent public accountants or Independent Financial Advisors expressed in a written certification thereof delivered to the TrusteeTrustee (without consideration of any reinvestment of such interest), or (z) a combination thereof in an amount, sufficient to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, and accrued interest of (and premium, if any, on, the outstanding Securities of such Series at the Stated Maturity of such principal, interest or premium) and interest, if any, to Stated Maturity (or redemption) on such Securities, on the scheduled due dates for payment and redemption therefor, (2) the trustee of the irrevocable trust has been irrevocably instructed to pay such money or the proceeds of such principal, interest U.S. Government Obligations to the Trustee and premium, if any, selected (3) the Trustee or Paying Agent shall have been irrevocably instructed in writing to apply the deposited money and the proceeds from U.S. Government Obligations in accordance with the terms of this Indenture and the terms of the Securities to the payment of such Seriesprincipal of and interest on the Securities; (2b) the deposit described in clause (a) above will not result in a breach or violation of, or constitute a Default under, any other material agreement or instrument to which the Company is a party or by which it is bound; (c) no Event of Default or Default with respect to the Securities of such Series shall have has occurred and be is continuing on (1) as of the date of such deposit, deposit (other than a Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) or shall have occurred and be continuing (2) insofar as clause (v) or (vi) of Section 5.01 is concerned at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that the condition in this clause (c) is a condition shall subsequent and will not be deemed satisfied until the expiration of such period); (3d) such Legal Defeasance the Company has paid or Covenant Defeasance shall not cause caused to be paid all sums currently due and payable by the Trustee to have a conflicting interest for purposes of Company under this Indenture and under the TIA with respect to any securities of the CompanySecurities; (4) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute default under, any other agreement or instrument to which the Company is a party or by which it is bound; (5e) the Company shall have has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel Counsel, each stating that, as a result that all conditions precedent provided for in this Indenture relating to the termination by the Company of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amendedits obligations have been complied with; (6f) in the case of an election under Section 9.27.02 or 7.03, 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 to the effect that or (ii) there has been a change in any applicable Federal income tax law with the effect that, and such opinion shall confirm that, the Holders of the outstanding Securities of such Series or Persons in their positions will not recognize income, gain or loss for Federal income tax purposes solely as a result of such Legal Defeasance and will be subject to Federal income tax on the same amounts, in the same manner, including as a result of prepayment, and at the same times as would have been the case if such Legal Defeasance had not occurred; (7) in the case of an election under Section 9.3, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding such Securities of such Series will not recognize income, gain or loss for Federal United States federal income tax purposes as a result of such Legal Defeasance or Covenant Defeasance, Defeasance and will be subject to Federal United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance or Covenant Defeasance had not occurred; (8) , and such opinion, in the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion case of Counsel, each stating that all conditions precedent provided for in this Article 9 relating to either the Legal Defeasance under Section 9.2 7.02, must refer to and be based upon a ruling of the Internal Revenue Service or a change in applicable United States federal income tax law occurring after the Covenant Defeasance under Section 9.3 (as date of this Indenture. The defeasance would in each case be effective when 91 days have passed since the case may be) have been complied with; (9) the Company shall have delivered to the Trustee an Officers’ Certificate stating that date of the deposit under clause (1) was not made by the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (10) the Company shall have paid, or duly provided for payment under terms mutually satisfactory to the Company and the Trustee, all amounts then due to the Trustee pursuant to Section 7.7in trust.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to the application of Section 9.2 1402 or Section 9.3 1403 to any Senior Notes or any series of Senior Notes, and the outstanding Securities of a SeriesGuarantees thereof: (1) the Company Issuer or the Guarantors shall irrevocably have deposited or caused to be deposited irrevocably with the Trustee (or another trustee satisfying with such other entity designated or appointed by the requirements of Section 7.10 who shall agree to comply with the provisions of Trustee for this Article 9 applicable to it) as funds in trust for the purpose of making the following paymentspurpose, or other qualifying trustee), specifically pledged as security for, and dedicated solely to, the benefit of the Holders holders of the Securities, such Senior Notes (A) money in an amountmoney, or (B) U.S. Government Obligations or Foreign Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amountObligations, or (C) a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trusteean Independent Qualified Party, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, and accrued interest and premium, if any, on, and interest on such Senior Notes on the outstanding Securities of such Series at the Stated Maturity of such principal, interest or premium, if any, or on respective stated dates for payment thereof or on the applicable Redemption Date, as the case may be, and redemption of the Issuer must specify whether such principal, interest and premium, if any, selected in accordance with the terms of this Indenture and of the Securities of such SeriesSenior Notes are being defeased to Maturity or to a particular Redemption Date; (2) no Default or Event of Default or Default with respect to the Securities of such Series Senior Notes or any other Senior Notes shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) or insofar as Events of Default from bankruptcy or insolvency events are concerned, or shall have occurred and be continuing at any time during in the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until the expiration of such period)deposit; (3) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company; (4) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under, any other material agreement or instrument (other than the Indenture) to which the Company Issuer or any of its Significant Subsidiaries is a party or by which it the Issuer, any Guarantor or any of its Significant Subsidiaries is bound; (4) the Issuer must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the holders of such Senior Notes being defeased over the other creditors of the Issuer with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (5) in the Company case of a Legal Defeasance, the Issuer or the Guarantors shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended; (6) in the case of an election under Section 9.2, the Company shall have delivered form and substance satisfactory to the Trustee an Opinion of Counsel stating Trustee) from a nationally recognized tax firm, confirming that (i) the Company Issuer has received from, or there has been published by, the Internal Revenue Service a ruling to or since the effect that or (ii) date of this Indenture, there has been a change in any the applicable Federal United States federal income tax law with law, in either case to the effect that, and based thereon such opinion Opinion of Counsel shall confirm that, the Holders beneficial owners of the outstanding Securities of such Series or Persons in their positions Senior Notes being defeased will not recognize income, gain or loss for Federal United States federal income tax purposes solely as a result of such Legal Defeasance and will be subject to Federal federal income tax on the same amounts, in the same manner, including as a result of prepayment, manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (6) the Issuer or the Guarantors shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (in form and substance satisfactory to the Trustee), each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with, which shall operate as sufficient evidence of the satisfaction of the conditions, in which event they will be conclusive and binding on the Holders; (7) in the case of an election under Section 9.3a Covenant Defeasance, the Company Issuer or the Guarantors shall have delivered to the Trustee an Opinion of Counsel (in form and substance satisfactory to the effect Trustee) confirming that the Holders beneficial owners of the outstanding Securities of such Series Senior Notes being defeased 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 United States 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 (8) the Company Issuer or the Guarantors shall have delivered irrevocable instructions to the Trustee an Officers’ Certificate and an Opinion (or with such other entity designated or appointed by the Trustee for this purpose, or other qualifying trustee) under this Indenture to apply the deposited money toward the payment of Counsel, each stating that all conditions precedent provided for in this Article 9 relating to either the Legal Defeasance under Section 9.2 such Senior Notes at maturity or the Covenant Defeasance under Section 9.3 (Redemption Date, as the case may be) have been complied with; be (9) which instructions may be contained in the Company shall have delivered Officer’s Certificate referred to the Trustee an Officers’ Certificate stating that the deposit under in clause (16) was not made by above). Notwithstanding the Company Issuer’s exercise of Covenant Defeasance with the intent respect to any Senior Notes or series of defeatingSenior Notes, hindering, delaying or defrauding any creditors of the Company or others; and (10) the Company shall have paid, or duly provided for payment under terms mutually satisfactory to the Company and the TrusteeGuarantees thereof, all amounts then due the Issuer may subsequently exercise Legal Defeasance with respect to such Senior Notes or series of Senior Notes, and the Trustee pursuant to Section 7.7Guarantees thereof.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 9.2 or Section 9.3 to the outstanding Securities of a Series: (1) the Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 who shall agree to comply with the provisions of this Article ARTICLE 9 applicable to it) as funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities, (A) money in an amount, or (B) U.S. Government Obligations or Foreign Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, and accrued interest and premium, if any, on, the outstanding Securities of such Series at the Stated Maturity of such principal, interest or premium, if any, or on dates for payment and redemption of such principal, interest and premium, if any, selected in accordance with the terms of this Indenture and of the Securities of such Series; (2) no Event of Default or Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit, or shall have occurred and be continuing at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (3) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company; (4) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute default under, any other agreement or instrument to which the Company is a party or by which it is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended; (6) in the case of an election under Section 9.2, 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 to the effect that or (ii) there has been a change in any applicable Federal income tax law with the effect that, and such opinion shall confirm that, the Holders of the outstanding Securities of such Series or Persons in in (7) their positions will not recognize income, gain or loss for Federal income tax purposes solely as a result of such Legal Defeasance and will be subject to Federal income tax on the same amounts, in the same manner, including as a result of prepayment, and at the same times as would have been the case if such Legal Defeasance had not occurred; (7) 8) in the case of an election under Section 9.3, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Securities of such Series will not recognize income, gain or loss for Federal income tax purposes as a result of such 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; (8) 9) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Article ARTICLE 9 relating to either the Legal Defeasance under Section 9.2 or the Covenant Defeasance under Section 9.3 (as the case may be) have been complied with; (910) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit under clause (1) was not made by the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (1011) the Company shall have paid, or duly provided for payment under terms mutually satisfactory to the Company and the Trustee, all amounts then due to the Trustee pursuant to Section 7.7.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 9.2 10.4 or Section 9.3 10.5 to the outstanding any Securities of or within a Seriesseries and any Coupons appertaining thereto: (1a) the Company The Issuer shall irrevocably have deposited or caused to be deposited irrevocably with the Trustee (or another trustee Trustee satisfying the requirements of Section 7.10 6.9 who shall agree to comply with with, and shall be entitled to the benefits of, the provisions of this Article 9 Sections 10.3 through 10.9 inclusive and the last paragraph of Section 3.3 applicable to itthe Trustee, for purposes of such Sections also a “Trustee”) as trust funds in trust for the purpose of making the following paymentspayments referred to in clauses (X) and (Y) of this Section 10.6(a), specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any Coupons appertaining thereto, with instructions to the SecuritiesTrustee as to the application thereof, (Ai) money in an amountamount (in such currency, currencies or currency unit or units in which such Securities and any Coupons appertaining thereto are then specified as payable at maturity), (Bii) U.S. Government Obligations or Foreign Government Obligations which through the scheduled payment of interest and principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any paymentpayment referred to in clause (X) or (Y) of this Section 10.6(a), money in an amount, amount or (Ciii) a combination thereof, thereof in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants (or if such firms no longer routinely deliver such opinions, the chief financial officer of the Issuer) expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (X) the principal of, and accrued interest and premium, if any, on, the outstanding Securities of such Series at the Stated Maturity of such principal, interest or premiumand interest, if any, or on dates for payment Securities and redemption any Coupons appertaining thereto on the maturity of such principal, principal or installment of principal or interest and premium, if any, selected (Y) any mandatory sinking fund payments applicable to such Securities on the day on which such payments are due and payable in accordance with the terms of this Indenture and such Securities and any Coupons appertaining thereto. Before such a deposit the Issuer may make arrangements satisfactory to the Trustee for the redemption of Securities at a future date or dates in accordance with Article 12 which shall be given effect in applying the Securities of such Series;foregoing. (2b) no Event of Default Such defeasance or Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit, or shall have occurred and be continuing at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (3) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company; (4) such Legal Defeasance or Covenant Defeasance covenant defeasance shall not result in a breach or violation of, or constitute a default or Event of Default under, this Indenture or result in a breach or violation of, or constitute a default under, any other material agreement or instrument to which the Company Issuer is a party or by which it is bound;. (5c) In the Company case of an election under Section 10.4, the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended; (6) in the case of an election under Section 9.2, the Company shall have delivered to the Trustee Officer’s Certificate and an Opinion of Counsel stating to the effect that (i) the Company Issuer has received from, or there has been published by, the Internal Revenue Service a ruling to the effect that ruling, or (ii) since the date of execution of this Indenture, there has been a change in any the applicable Federal income tax law with law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of the outstanding such Securities of such Series or Persons in their positions will not recognize income, gain or loss for Federal income tax purposes solely as a result of such Legal Defeasance and will be subject to Federal income tax on the same amounts, in the same manner, including as a result of prepayment, and at the same times as would have been the case if such Legal Defeasance had not occurred; (7) in the case of an election under Section 9.3, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Securities of such Series any Coupons appertaining thereto will not recognize income, gain or loss for Federal income tax purposes as a result of such Covenant Defeasancelegal defeasance and will be subject to Federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit and legal defeasance had not occurred. (d) In the case of an election under Section 10.5, the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Securities and any Coupons appertaining thereto 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 covenant defeasance had not occurred;. (8) the Company e) The Issuer shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Article 9 relating to either the Legal Defeasance legal defeasance under Section 9.2 10.4 or the Covenant Defeasance covenant defeasance under Section 9.3 10.5 (as the case may be) ), including those contained in this Section 10.6, have been complied with;. (9f) the Company This Issuer shall have delivered to the Trustee an Officers’ Officer’s Certificate stating to the effect that the deposit under clause (1) was not made by the Company with the intent of defeating, hindering, delaying or defrauding neither such Securities nor any creditors other Securities of the Company or others; andsame series, if then listed on any securities exchange, will be delisted as a result of such deposit. (10g) the Company No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities shall have paidoccurred and be continuing at the time of such deposit. (h) Such defeasance or covenant defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940 unless such trust shall be registered under such Act or exempt from registration thereunder. (i) Such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or duly provided for payment under terms mutually satisfactory to limitations which may be imposed on the Company and the Trustee, all amounts then due to the Trustee pursuant to Issuer in connection therewith as contemplated by Section 7.72.3.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 9.2 or Section 9.3 hereof to the outstanding Securities of a SeriesSenior Notes: (1) the Company Issuers shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 hereof who shall agree to comply with the provisions of this Article 9 applicable to it) as funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the SecuritiesSenior Notes, (A) money in an amount, or (B) U.S. Government Obligations or Foreign Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally nationally-recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, and accrued interest and premium, if any, on, and accrued interest on the outstanding Securities of such Series Senior Notes at the Stated Maturity maturity date of such principal, interest or premium, if any, or interest, or on dates for payment and redemption of such principal, interest and premium, if any, and interest selected in accordance with the terms of this Indenture and of the Securities of such SeriesSenior Notes; (2) no Event of Default or Default with respect to the Securities of such Series Senior Notes shall have occurred and be continuing on the date of such deposit, or shall have occurred and be continuing at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company Issuers in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (3) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company; (4) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute default under, under any other agreement or instrument to which either of the Company Issuers is a party or by which it is bound; (54) the Company Issuers shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended; (65) in the case of an election under Section 9.29.2 above, 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 to the effect that or (ii) there has been a change in any applicable Federal income tax law with the effect that, and such opinion shall confirm that, the Holders of the outstanding Securities of such Series Senior Notes or Persons persons in their positions will not recognize income, gain or loss for Federal income tax purposes solely as a result of such Legal Defeasance and will be subject to Federal income tax on the same amounts, in the same manner, including as a result of prepayment, and at the same times as would have been the case if such Legal Defeasance had not occurred; (76) in the case of an election under Section 9.39.3 hereof, the Company Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Securities of such Series Senior Notes will not recognize income, gain or loss for Federal income tax purposes as a result of such Covenant Defeasance, 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; (7) the Issuers shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that (a) all conditions precedent provided for relating to either the Legal Defeasance under Section 9.2 above or the Covenant Defeasance under Section 9.3 hereof (as the case may be) have been complied with and (b) if any other Indebtedness of either of the Issuers shall then be outstanding, such legal defeasance or covenant defeasance will not violate the provisions of the agreements or instruments evidencing such Indebtedness; and (8) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Article 9 relating to either the Legal Defeasance under Section 9.2 or the Covenant Defeasance under Section 9.3 (as the case may be) have been complied with; (9) the Company shall have delivered to the Trustee an Officers’ ' Certificate stating that the deposit under clause (1) was not made by the Company Issuers with the intent of defeating, hindering, delaying or defrauding any creditors of the Company Issuers or others; and (10) the Company shall have paid, or duly provided for payment under terms mutually satisfactory to the Company and the Trustee, all amounts then due to the Trustee pursuant to Section 7.7.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 9.2 either SECTION 1302 or Section 9.3 SECTION 1303 to the outstanding then Outstanding Securities of a Seriesany series: (1) the The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 SECTION 609 who shall agree to comply with the provisions of this Article 9 Thirteen applicable to it) as trust funds in trust for the purpose of making the following payments, payments specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the SecuritiesSecurities of such series, (A) money in an amount, or (B) U.S. Government Obligations or Foreign Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm expressed in a written certification thereof delivered to the Trustee, (if such firms at such time customarily deliver such certifications, and, if not, such certification may be from the principal financial officer of the Company), to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, and accrued interest and premium, if any, on, and each installment of interest on the outstanding Securities of such Series at on the Stated Maturity of such principal, principal or installment of interest or premium, if any, or on dates for payment and redemption of such principal, interest and premium, if any, selected in accordance with the terms of this Indenture and of the Securities of such Series; (2) no Event of Default or Default series. For this purpose, "GOVERNMENT OBLIGATIONS" means, with respect to any series of Securities, securities that are (x) direct obligations of the Securities of government that issued the currency in which such Series shall have occurred and be continuing on the date of such deposit, or shall have occurred and be continuing at any time during the period ending on the 91st day after the date of such deposit series is denominated (or, if longersuch series is denominated in euro, ending on the day following the expiration direct obligations of any government that is a member of the longest preference period under European Monetary Union) for the payment of which its full faith and credit is pledged or (y) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of such government the payment of which is unconditionally guaranteed as a full faith and credit obligation by such government, which, in either case, are not callable or redeemable at the option of the issuer thereof and shall also include a depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any Bankruptcy Law applicable Government Obligation where the relevant government is the United States of America or a specific payment of principal of or interest on any such Government Obligation held by such custodian for the account of the holder of such depositary receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the Company holder of such depository receipt from any amount received by the custodian in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (3) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company; (4) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute default under, any other agreement or instrument to which the Company is a party or by which it is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended; (6) in the case of an election under Section 9.2, 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 to the effect that or (ii) there has been a change in any applicable Federal income tax law with the effect that, and such opinion shall confirm that, the Holders of the outstanding Securities of such Series or Persons in their positions will not recognize income, gain or loss for Federal income tax purposes solely as a result of such Legal Defeasance and will be subject to Federal income tax on the same amounts, in the same manner, including as a result of prepayment, and at the same times as would have been the case if such Legal Defeasance had not occurred; (7) in the case of an election under Section 9.3, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Securities of such Series will not recognize income, gain or loss for Federal income tax purposes as a result of such 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; (8) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Article 9 relating to either the Legal Defeasance under Section 9.2 Government Obligation or the Covenant Defeasance under Section 9.3 (as the case may be) have been complied with; (9) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit under clause (1) was not made specific payment of principal of or interest on such Government Obligation evidenced by the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (10) the Company shall have paid, or duly provided for payment under terms mutually satisfactory to the Company and the Trustee, all amounts then due to the Trustee pursuant to Section 7.7such depository receipt.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 9.2 or Section 9.3 to the outstanding Securities of a Series: (1) the Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 who shall agree to comply with the provisions of this Article 9 applicable to it) as funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities, (A) money in an amount, or (B) U.S. Government Obligations or Foreign Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, and accrued interest and premium, if any, on, the outstanding Securities of such Series at the Stated Maturity of such principal, interest or premium, if any, or on dates for payment and redemption of such principal, interest and premium, if any, selected in accordance with the terms of this Indenture and of the Securities of such Series; (2) no Event of Default or Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit, or shall have occurred and be continuing at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (3) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company; (4) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute default under, any other agreement or instrument to which the Company is a party or by which it is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended; (6) in the case of an election under Section 9.2, 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 U.S. Internal Revenue Service a ruling to the effect that or (ii) there has been a change in any applicable U.S. Federal income tax law with the effect that, and such opinion shall confirm that, the Holders of the outstanding Securities of such Series or Persons in their positions will not recognize income, gain or loss for U.S. Federal income tax purposes solely as a result of such Legal Defeasance and will be subject to Federal income tax on the same amounts, in the same manner, including as a result of prepayment, and at the same times as would have been the case if such Legal Defeasance had not occurred; (7) in the case of an election under Section 9.3, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Securities of such Series will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of 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; (8) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Article 9 relating to either the Legal Defeasance under Section 9.2 or the Covenant Defeasance under Section 9.3 (as the case may be) have been complied with; (9) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit under clause (1) was not made by the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (10) the Company shall have paid, or duly provided for payment under terms mutually satisfactory to the Company and the Trustee, all amounts then due to the Trustee pursuant to Section 7.7.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 9.2 or Section 9.3 to the outstanding Securities of a Series: (1) the Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 who shall agree to comply with the provisions of this Article 9 applicable to it) as funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities, (A) money in an amount, or (B) U.S. Government Obligations or Foreign Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, sufficient to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, and accrued interest and premium, if any, on, the outstanding Securities of such Series at the Stated Maturity of such principal, interest or premium, if any, or on dates for payment and redemption of such principal, interest and premium, if any, selected in accordance with the terms of this Indenture and of the Securities of such Series; (2) no Event of Default or Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit, or shall have occurred and be continuing at any the time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until the expiration of such period)after giving effect thereto; (3) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company; (4) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute default under, any other agreement or instrument to which the Company is a party or by which it is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended; (6) in the case of an election under Section 9.2, 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 to the effect that or (ii) there has been a change in any applicable Federal income tax law with the effect that, and such opinion shall confirm that, the Holders of the outstanding Securities of such Series or Persons in their positions will not recognize income, gain or loss for Federal income tax purposes solely as a result of such Legal Defeasance and will be subject to Federal income tax on the same amounts, in the same manner, including as a result of prepayment, and at the same times as would have been the case if such Legal Defeasance had not occurred; (76) in the case of an election under Section 9.3, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Securities of such Series will not recognize income, gain or loss for Federal income tax purposes as a result of such 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; (8) 7) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Article 9 relating to either the Legal Defeasance under Section 9.2 or the Covenant Defeasance under Section 9.3 (as the case may be) have been complied with; (9) 8) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit under clause (1) was not made by the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (109) the Company shall have paid, or duly provided for payment under terms mutually satisfactory to the Company and the Trustee, all amounts then due to the Trustee pursuant to Section 7.7.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 9.2 8.2(b) or Section 9.3 8.2(c) hereof to the outstanding Securities of a SeriesSecurities: In order to exercise either Legal Defeasance or Covenant Defeasance: (1a) the Company shall must irrevocably have deposited or caused to be deposited deposit with the Trustee (or another trustee satisfying the requirements of Section 7.10 who shall agree to comply with the provisions of this Article 9 applicable to it) as funds Trustee, in trust trust, for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the SecuritiesHolders, (A) money in an amount, U.S. Legal Tender or (B) U.S. Government Obligations or Foreign Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms terms, will provide, not later than one day before the due date of any paymentpayment on the Securities, money in an amountU.S. Legal Tender, or (C) a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trusteeaccountants, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, and accrued interest and premium, if any, onand interest on the Securities on the stated date for payment thereof or on the applicable redemption date, as the outstanding Securities case may be, of such Series at principal or installment of principal of or interest on the Stated Maturity Securities; PROVIDED that the Trustee shall have received an irrevocable written order from the Company instructing the Trustee to apply such U.S. Legal Tender or the proceeds of such principal, interest or premium, if any, or on dates for payment and redemption of such principal, interest and premium, if any, selected in accordance with the terms of this Indenture and of the Securities of such Series; (2) no Event of Default or Default U.S. Government Obligations to said payments with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit, or shall have occurred and be continuing at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until the expiration of such period)Securities; (3) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company; (4) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute default under, any other agreement or instrument to which the Company is a party or by which it is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended; (6b) in the case of an election under Section 9.28.2(b) hereof, the Company shall have delivered to the Trustee an Opinion of Counsel stating in the United States reasonably acceptable to the Trustee confirming that (iA) the Company has received from, or there has been published by, the Internal Revenue Service a ruling to the effect that or (iiB) since the date of this Indenture, there has been a change in any the applicable Federal federal income tax law with law, in either case to the effect that, and based thereon such opinion Opinion of Counsel shall confirm that, the Holders of the outstanding Securities of such Series or Persons in their positions will not recognize income, gain or loss for Federal federal income tax purposes solely as a result of such Legal Defeasance and will be subject to Federal federal income tax on the same amounts, in the same manner, including as a result of prepayment, manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (7c) in the case of an election under Section 9.38.2(c) hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the effect Trustee confirming that the Holders of the outstanding Securities of such Series will not recognize income, gain or loss for Federal federal income tax purposes as a result of such Covenant Defeasance, 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; (8) d) no Default or Event of Default or event which with notice or lapse of time or both would become a Default or an Event of Default with respect to the Securities shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the incurrence of Indebtedness all or a portion of the proceeds of which will be used to defease the Securities pursuant to this Article VIII concurrently with such incurrence) or insofar as Sections 6.1(vi) and 6.1(vii) hereof are concerned, at any time in the period ending on the 91st day after the date of such deposit; (e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of or constitute a default under this Indenture or any other material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (f) the Company shall have delivered to the Trustee an Officers’ ' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others; (g) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Article 9 or relating to either the Legal Defeasance under Section 9.2 or the Covenant Defeasance under Section 9.3 (as the case may be) have been complied with;; and (9h) the Company shall have delivered to the Trustee an Officers’ Certificate stating Opinion of Counsel to the effect that (i) the deposit trust funds will not be subject to any rights of any holders of Senior Indebtedness, including, without limitation, those arising under clause this Indenture, and (1ii) was not made by the Company with the intent of defeating, hindering, delaying assuming no intervening bankruptcy or defrauding any creditors insolvency of the Company between the date of deposit and the 91st day following the deposit and that no Holder is an insider of the Company, after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable Bankruptcy Law. Notwithstanding the foregoing, the Opinion of Counsel required by clause (b) above of this Section 8.3 need not be delivered if all Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, (ii) will become due and payable on the Maturity Date within one year or others; and (10iii) the Company shall have paid, or duly provided are to be called for payment redemption within one year under terms mutually arrangements satisfactory to the Company and Trustee for the Trustee, all amounts then due to giving of notice of redemption by the Trustee pursuant to Section 7.7in the name, and at the expense, of the Company.

Conditions to Legal Defeasance or Covenant Defeasance. (a) The following shall be the conditions to application the exercise of either the Legal Defeasance option under Section 9.2 8.02 or the Covenant Defeasance option under Section 9.3 8.03 with respect to the outstanding Securities of a SeriesNotes: (1) the Company shall must irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 who shall agree to comply with the provisions of this Article 9 applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, to the benefit benefits of the Holders of the Securities, such Notes: (A) money cash in U.S. dollars in an amount, or (B) U.S. Government Obligations or Foreign Government Obligations Securities, which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, amount or (C) a combination thereof, sufficientin each case sufficient without reinvestment, in the opinion of a nationally recognized firm of independent public accountants an Independent Financial Advisor expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the entire indebtedness in respect of the principal of, and accrued interest of and premium, if any, on, the outstanding Securities of and interest on such Series at Notes on the Stated Maturity thereof or (if the Company has made irrevocable arrangements satisfactory to the Trustee for the giving of such principalnotice of redemption by the Trustee in the name and at the expense of the Company) the redemption date thereof, interest or premiumas the case may be, if any, or on dates for payment and redemption of such principal, interest and premium, if any, selected in accordance with the terms of this Indenture and of the Securities of such SeriesNotes; (2) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel stating that: (A) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling; or (B) since the Issue Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders and beneficial owners of such Notes will not recognize gain or loss for U.S. federal income tax purposes as a result of the deposit, defeasance and discharge to be effected with respect to such Notes and will be subject to U.S. federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, defeasance and discharge were not to occur; (3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders and beneficial owners of such Notes will not recognize gain or loss for U.S. federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Notes and will be subject to U.S. federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur; (4) no Default or Event of Default or Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit, or outstanding Notes shall have occurred and be continuing at any the time during the period ending on the 91st day after the date of such deposit or, if longer, ending on after giving effect thereto (other than a Default or Event of Default resulting from the day following the expiration borrowing of the longest preference period under any Bankruptcy Law applicable funds to the Company in respect of be applied to such deposit as specified in and the Opinion grant of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until the expiration of any Lien to secure such periodborrowing); (3) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company; (45) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any other material agreement or material instrument (other than this Indenture and the agreements governing any other Debt being defeased, discharge or replaced) to which the Company or any of the Guarantors is a party or by which it the Company or any of the Guarantors is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended; (6) in the case of an election under Section 9.2, 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 to the effect that or (ii) there has been a change in any applicable Federal income tax law with the effect that, and such opinion shall confirm that, the Holders of the outstanding Securities of such Series or Persons in their positions will not recognize income, gain or loss for Federal income tax purposes solely as a result of such Legal Defeasance and will be subject to Federal income tax on the same amounts, in the same manner, including as a result of prepayment, and at the same times as would have been the case if such Legal Defeasance had not occurred; (7) in the case of an election under Section 9.3, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Securities of such Series will not recognize income, gain or loss for Federal income tax purposes as a result of such 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; (8) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Article 9 relating with respect to either the such Legal Defeasance under Section 9.2 or the Covenant Defeasance under Section 9.3 (as the case may be) have been complied with; (97) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit under clause (1) was not made by the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company Company, any Guarantor or others; and (10) 8) the Company shall have paid, or duly provided for payment under terms mutually satisfactory to the Company and the Trustee, all amounts then due has delivered irrevocable instructions to the Trustee pursuant to Section 7.7apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be (which instructions may be contained in the Officers’ Certificate referred to in clause (7) above).

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 9.2 1302 or Section 9.3 1303 to the outstanding Securities of a SeriesOutstanding Notes: (1) the Company Issuer shall (A) irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 608 who shall agree to comply with the provisions of this Article 9 Thirteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, to the benefit of the Holders of the such Notes; cash in U.S. dollars, non-callable Government Securities, (A) money in an amount, or (B) U.S. Government Obligations or Foreign Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, in amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, and accrued interest and or premium, if any, on, the outstanding Outstanding Notes on the stated date for payment thereof or on the applicable Redemption Date, as the case may be, (B) solely in the case in which Government Securities are being deposited with the Trustee pursuant to the foregoing clause (A), deliver to the Trustee an opinion of an investment bank, appraisal firm or firm of independent public accountants, in each case, that is nationally recognized in the United States, stating that such Series at amounts deposited are sufficient to pay the Stated Maturity of such principalprincipal of, and interest or premium, if any, on, the Outstanding Notes on the stated date for payment thereof or on dates the applicable Redemption Date, as the case may be, and (C) specify whether the Notes are being defeased to such stated date for payment and redemption or to a particular Redemption Date; provided, however, that the Trustee shall have been irrevocably instructed to apply such cash or the proceeds of such principalGovernment Securities or combination thereof to said payments with respect to the Notes. Before such a deposit, interest and premiumthe Issuer may give to the Trustee, if any, selected in accordance with the terms Section 1103 hereof, a notice of this Indenture and its election to redeem all of the Securities of such SeriesOutstanding Notes at a future date in accordance with Article Eleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing; (2) no Event of Default or Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit, or shall have occurred and be continuing at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified in the Opinion case of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until Legal Defeasance, the expiration of such period); (3) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company; (4) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute default under, any other agreement or instrument to which the Company is a party or by which it is bound; (5) the Company Issuer shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended; (6) in the case of an election under Section 9.2, the Company shall have delivered to the Trustee an Opinion of Counsel stating that confirming that, (iA) the Company Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling to ruling, or (B) since the effect that or (ii) Issue Date, there has been a change in any the applicable U.S. Federal income tax law with law, in either case to the effect that, and based thereon such opinion Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the outstanding Securities of such Series or Persons in their positions Outstanding Notes will not recognize income, gain or loss for U.S. Federal income tax purposes solely as a result of such Legal Defeasance and will be subject to U.S. Federal income tax on the same amounts, in the same manner, including as a result of prepayment, manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (73) in the case of an election under Section 9.3Covenant Defeasance, the Company Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that Trustee confirming that, the Holders of the outstanding Securities of such Series Outstanding Notes will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such Covenant Defeasance, Defeasance and will be subject to U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (8) 4) no Default shall have occurred and be continuing on the Company date of such deposit (other than a Default resulting from the borrowing of funds to be applied to such deposit (and any similar and concurrent deposit relating to other Indebtedness), and the granting of Liens to secure such borrowings); (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than this Indenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which, the Issuer or any of its Subsidiaries is a party or by which any of them is bound; (6) the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Article 9 relating to either the Legal Defeasance under Section 9.2 or the Covenant Defeasance under Section 9.3 (as the case may be) have been complied with; (9) the Company shall have delivered to the Trustee an Officers’ Officer’s Certificate stating that the deposit under clause (1) was not made by the Company Issuer with the intent of preferring the Holders over the other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any creditors of the Company Issuer or others; and (107) the Company Issuer shall have paid, or duly provided for payment under terms mutually satisfactory to the Company and the Trustee, all amounts then due delivered to the Trustee pursuant an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent relating to Section 7.7the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 9.2 or Section 9.3 to the outstanding Securities of a Series: (1a) the Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 who shall agree to comply with the provisions of this Article 9 applicable to it) as funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities, (A) money in an amount, or (B) U.S. Government Obligations or Foreign Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, and accrued interest and premium, if any, on, the outstanding Securities of such Series at the Stated Maturity of such principal, interest or premium, if any, or on dates for payment and redemption of such principal, interest and premium, if any, selected in accordance with the terms of this Indenture and of the Securities of such Series; (2b) no Event of Default or Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit, or shall have occurred and be continuing at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (3c) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company; (4d) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute default under, any other agreement or instrument to which the Company is a party or by which it is bound; (5e) the Company shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended; (6f) in the case of an election under Section 9.2, 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 to the effect that or (ii) there has been a change in any applicable Federal income tax law with the effect that, and such opinion shall confirm that, the Holders of the outstanding Securities of such Series or Persons in their positions will not recognize income, gain or loss for Federal income tax purposes solely as a result of such Legal Defeasance and will be subject to Federal income tax on the same amounts, in the same manner, including as a result of prepayment, and at the same times as would have been the case if such Legal Defeasance had not occurred; (7g) in the case of an election under Section 9.3, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Securities of such Series will not recognize income, gain or loss for Federal income tax purposes as a result of such 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; (8) h) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Article 9 relating to either the Legal Defeasance under Section 9.2 or the Covenant Defeasance under Section 9.3 (as the case may be) have been complied with; (9i) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit under clause (1) was not made by the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (10j) the Company shall have paid, or duly provided for payment under terms mutually satisfactory to the Company and the Trustee, all amounts then due to the Trustee pursuant to Section 7.7.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to application of Legal Defeasance under Section 9.2 or 12.2 and Covenant Defeasance under Section 9.3 12.3 with respect to the outstanding Outstanding Securities of a Seriesparticular series: (1a) the Company shall have irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 who shall agree to comply with the provisions of this Article 9 applicable to it7.9) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders Securityholders of the SecuritiesSecurities of that series, (A) money in an amountcash, or (B) U.S. Government Governmental Obligations or Foreign Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trusteeaccountants, to pay and discharge, and which shall be applied by the Trustee discharge (or other qualifying trusteeA) to pay and discharge, the principal of, and accrued interest of (and premium, if any) and each installment of principal of (and premium, onif any) and interest, if any, on the outstanding Outstanding Securities of such Series at series on the Stated Maturity of such principal, principal or installment of principal or interest or premium, if any, on the applicable Redemption Date and (B) any mandatory sinking fund payments or on dates for payment and redemption analogous payments applicable to the Securities of such principal, interest series on the day on which such payments are due and premium, if any, selected payable in accordance with the terms of this Indenture and of the Securities of such SeriesSecurities; (2b) no Event of Default or Default such deposit shall not cause the Trustee with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit, or shall have occurred and be continuing at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (3) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee series to have a conflicting interest as defined in Section 7.8 or for purposes of the TIA Trust Indenture Act with respect to the Securities of any securities of the Companyseries; (4c) such Legal Defeasance or Covenant Defeasance shall deposit will not result in a breach or violation of, or constitute a default under, any applicable laws, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (5d) the Company shall have delivered if Section 12.2 or 12.3 is specified, as contemplated by Section 2.1, to be applicable to the Trustee an Opinion Securities of Counsel stating thatany series, such provision would not cause any Outstanding Securities of such series then listed on the NASDAQ Global Select Market or other nationally recognized securities exchange to be de-listed as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amendedthereof; (6e) in the case of an election under with respect to Section 9.212.2, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (ix) the Company has received from, from the Internal Revenue Service a private letter ruling or there has been published by, by the Internal Revenue Service a revenue ruling pertaining to the effect that a comparable form of transaction, or (iiy) since the date of this Indenture there has been a change in any the applicable Federal federal income tax law with law, in either case to the effect that, and based thereon such opinion Opinion of Counsel shall confirm that, the Holders holders of the outstanding Outstanding Securities of such Series or Persons in their positions series will not recognize income, gain or loss for Federal federal income tax purposes solely as a result of such Legal Defeasance and will be subject to Federal federal income tax on the same amounts, in the same manner, including as a result of prepayment, manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (7f) in the case of an election under with respect to Section 9.312.3, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders holders of the outstanding Outstanding Securities of such Series series will not recognize income, gain or loss for Federal federal income tax purposes as a result of such Covenant Defeasance, 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; (8) g) such Legal Defeasance or Covenant Defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 2.1; (h) no Event of Default or event which with the giving of notice or lapse of time or both would become an Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit or at any time during the period ending on the 91st day after such date; and (i) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Article 9 relating to either the Legal Defeasance under Section 9.2 12.2 or the Covenant Defeasance under Section 9.3 (12.3, as the case may be) , have been complied with; (9) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit under clause (1) was not made by the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (10) the Company shall have paid, or duly provided for payment under terms mutually satisfactory to the Company and the Trustee, all amounts then due to the Trustee pursuant to Section 7.7.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 9.2 10.4 or Section 9.3 10.5 to the outstanding any Securities of or within a Seriesseries and any Coupons appertaining thereto: (1a) the Company The Issuer shall irrevocably have deposited or caused to be deposited irrevocably with the Trustee (or another trustee Trustee satisfying the requirements of Section 7.10 6.9 who shall agree to comply with with, and shall be entitled to the benefits of, the provisions of this Article 9 Sections 10.3 through 10.9 inclusive and the last paragraph of Section 3.3 applicable to itthe Trustee, for purposes of such Sections also a “Trustee”) as trust funds in trust for the purpose of making the following paymentspayments referred to in clauses (X) and (Y) of this Section 10.6(a), specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any Coupons appertaining thereto, with instructions to the SecuritiesTrustee as to the application thereof, (Ai) money in an amountamount (in such currency, currencies or currency unit or units in which such Securities and any Coupons appertaining thereto are then specified as payable at maturity), (Bii) U.S. Government Obligations or Foreign Government Obligations which through the scheduled payment of interest and principal and interest in respect thereof in accordance with their terms will provide, without reinvestment, not later than one day before the due date of any paymentpayment referred to in clause (X) or (Y) of this Section 10.6(a), money in an amount, amount or (Ciii) a combination thereof, thereof in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants (or if such firms no longer routinely deliver such opinions, the chief financial officer of the Issuer) expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (X) the principal of, and accrued interest and premium, if any, on, the outstanding Securities of such Series at the Stated Maturity of such principal, interest or premiumand interest, if any, or on dates for payment Securities and redemption any Coupons appertaining thereto on the maturity of such principal, principal or installment of principal or interest and premium, if any, selected (Y) any mandatory sinking fund payments applicable to such Securities on the day on which such payments are due and payable in accordance with the terms of this Indenture and such Securities and any Coupons appertaining thereto. Before such a deposit the Issuer may make arrangements satisfactory to the Trustee for the redemption of Securities at a future date or dates in accordance with Article 12 which shall be given effect in applying the Securities of such Series;foregoing. (2b) no Event of Default Such defeasance or Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit, or shall have occurred and be continuing at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (3) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company; (4) such Legal Defeasance or Covenant Defeasance covenant defeasance shall not result in a breach or violation of, or constitute a default or Event of Default under, this Indenture or result in a breach or violation of, or constitute a default under, any other material agreement or instrument to which the Company Issuer is a party or by which it is bound;. (5c) In the Company case of an election under Section 10.4, the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended; (6) in the case of an election under Section 9.2, the Company shall have delivered to the Trustee Officer’s Certificate and an Opinion of Counsel stating to the effect that (i) the Company Issuer has received from, or there has been published by, the Internal Revenue Service a ruling to the effect that ruling, or (ii) since the date of execution of this Indenture, there has been a change in any the applicable Federal income tax law with law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of the outstanding such Securities of such Series or Persons in their positions will not recognize income, gain or loss for Federal income tax purposes solely as a result of such Legal Defeasance and will be subject to Federal income tax on the same amounts, in the same manner, including as a result of prepayment, and at the same times as would have been the case if such Legal Defeasance had not occurred; (7) in the case of an election under Section 9.3, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Securities of such Series any Coupons appertaining thereto will not recognize income, gain or loss for Federal income tax purposes as a result of such Covenant Defeasancelegal defeasance and will be subject to Federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit and legal defeasance had not occurred. (d) In the case of an election under Section 10.5, the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Securities and any Coupons appertaining thereto 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 covenant defeasance had not occurred;. (8) the Company e) The Issuer shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Article 9 relating to either the Legal Defeasance legal defeasance under Section 9.2 10.4 or the Covenant Defeasance covenant defeasance under Section 9.3 10.5 (as the case may be) ), including those contained in this Section 10.6, have been complied with;. (9f) the Company This Issuer shall have delivered to the Trustee an Officers’ Officer’s Certificate stating to the effect that the deposit under clause (1) was not made by the Company with the intent of defeating, hindering, delaying or defrauding neither such Securities nor any creditors other Securities of the Company or others; andsame series, if then listed on any securities exchange, will be delisted as a result of such deposit. (10g) the Company No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities shall have paidoccurred and be continuing at the time of such deposit. (h) Such defeasance or covenant defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940 unless such trust shall be registered under such Act or exempt from registration thereunder. (i) Such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or duly provided for payment under terms mutually satisfactory to limitations which may be imposed on the Company and the Trustee, all amounts then due to the Trustee pursuant to Issuer in connection therewith as contemplated by Section 7.72.3.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 9.2 or Section 9.3 to the outstanding Securities of a Series: (1) the Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 who shall agree to comply with the provisions of this Article ARTICLE 9 applicable to it) as funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities, (A) money in an amount, or (B) U.S. Government Obligations or Foreign Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, and accrued interest and premium, if any, on, the outstanding Securities of such Series at the Stated Maturity of such principal, interest or premium, if any, or on dates for payment and redemption of such principal, interest and premium, if any, selected in accordance with the terms of this Indenture and of the Securities of such Series;; Table of Contents (2) no Event of Default or Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar or simultaneous deposit relating to other Indebtedness and, in each case, the granting of liens and the consummation of other transactions in connection therewith) with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit, or shall have occurred and be continuing at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (3) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company; (4) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute default under, any other agreement or instrument to which the Company is a party or by which it is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended; (6) in the case of an election under Section 9.2, 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 to the effect that or (ii) there has been a change in any applicable Federal income tax law with the effect that, and such opinion shall confirm that, the Holders of the outstanding Securities of such Series or Persons in (7) their positions will not recognize income, gain or loss for Federal income tax purposes solely as a result of such Legal Defeasance and will be subject to Federal income tax on the same amounts, in the same manner, including as a result of prepayment, and at the same times as would have been the case if such Legal Defeasance had not occurred; (7) in the case of an election under Section 9.3, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Securities of such Series will not recognize income, gain or loss for Federal income tax purposes as a result of such 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; (8) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Article 9 relating to either the Legal Defeasance under Section 9.2 or the Covenant Defeasance under Section 9.3 (as the case may be) have been complied with; (9) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit under clause (1) was not made by the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (10) the Company shall have paid, or duly provided for payment under terms mutually satisfactory to the Company and the Trustee, all amounts then due to the Trustee pursuant to Section 7.7.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 9.2 9.02 or Section 9.3 9.03 hereof to the outstanding Securities of a SeriesNotes: (1) the Company Issuers shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 hereof who shall agree to comply with the provisions of this Article 9 applicable to it) as funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the SecuritiesNotes, (A) money in an amount, or (B) U.S. Government Obligations or Foreign Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally nationally-recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, and accrued interest and premium, if any, on, and accrued interest on the outstanding Securities of such Series Notes at the Stated Maturity maturity date of such principal, interest or premium, if any, or interest, or on dates for payment and redemption of such principal, interest and premium, if any, and interest selected in accordance with the terms of this Indenture and of the Securities of such SeriesNotes; (2) no Event of Default or Default with respect to the Securities of such Series Notes shall have occurred and be continuing on the date of such depositdeposit or, insofar as Events of Default from bankruptcy, insolvency or shall have occurred and be continuing reorganization events are concerned, at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until the expiration of such period)deposit; (3) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the CompanyIssuers; (4) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute default under, under this Indenture or any other material agreement or instrument to which the Company is Issuers or any of their Subsidiaries are a party or by which it is an Issuer or any of their Subsidiaries are bound; (5) the Company Issuers shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended; (6) in the case of an election under Section 9.29.02 above, the Company Issuers 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 to the effect that or (ii) there has been a change in any applicable Federal income tax law with the effect that, and such opinion shall confirm that, the Holders of the outstanding Securities of such Series Notes or Persons persons in their positions will not recognize income, gain or loss for Federal income tax purposes solely as a result of such Legal Defeasance and will be subject to Federal income tax on the same amounts, in the same manner, including as a result of prepayment, and at the same times as would have been the case if such Legal Defeasance had not occurred; (7) in the case of an election under Section 9.39.03 hereof, the Company Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Securities of such Series Notes will not recognize income, gain or loss for Federal income tax purposes as a result of such Covenant Defeasance, 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; (8) the Company Issuers shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Article 9 relating to either the Legal Defeasance under Section 9.2 9.02 above or the Covenant Defeasance under Section 9.3 9.03 hereof (as the case may be) have been complied with; (9) the Company Issuers shall have delivered to the Trustee an Officers’ ' Certificate stating that the deposit under clause (1) was not made by the Company Issuers with the intent of preferring the holders of the Notes over any other creditors of the Issuers or with the intent of defeating, hindering, delaying or defrauding any creditors of the Company Issuers or others; and (10) the Company Issuers shall have paid, paid or duly provided for payment under terms mutually satisfactory to the Company Issuers and the Trustee, Trustee all amounts then due to the Trustee pursuant to Section 7.77.07 hereof.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 9.2 9.02 or Section 9.3 9.03 hereof to the outstanding Securities of a SeriesSenior Notes: (1) the Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 hereof who shall agree to comply with the provisions of this Article 9 applicable to it) as funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the SecuritiesSenior Notes, (A) money in an amount, or (B) U.S. Government Obligations or Foreign Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally nationally-recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, and accrued interest and premium, if any, on, and accrued interest on the outstanding Securities of such Series Senior Notes at the Stated Maturity maturity date of such principal, interest or premium, if any, or interest, or on dates for payment 78 and redemption of such principal, interest and premium, if any, and interest selected in accordance with the terms of this Indenture and of the Securities of such SeriesSenior Notes; (2) no Event of Default or Default with respect to the Securities of such Series Senior Notes shall have occurred and be continuing on the date of such deposit, or shall have occurred and be continuing at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (3) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company; (4) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute default under, under any other agreement or instrument to which the Company is a party or by which it is bound; (54) the Company shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended; (65) in the case of an election under Section 9.29.02 above, 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 to the effect that or (ii) there has been a change in any applicable Federal income tax law with the effect that, and such opinion shall confirm that, the Holders of the outstanding Securities of such Series Senior Notes or Persons persons in their positions will not recognize income, gain or loss for Federal income tax purposes solely as a result of such Legal Defeasance and will be subject to Federal income tax on the same amounts, in the same manner, including as a result of prepayment, and at the same times as would have been the case if such Legal Defeasance had not occurred; (76) in the case of an election under Section 9.39.03 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Securities of such Series Senior Notes will not recognize income, gain or loss for Federal income tax purposes as a result of such Covenant Defeasance, 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; (7) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that (a) all conditions precedent provided for relating to either the Legal Defeasance under Section 9.02 above or the Covenant Defeasance under Section 9.03 hereof (as the case may be) have been complied with and (b) if any other Indebtedness of the Company shall then be 79 outstanding, such legal defeasance or covenant defeasance will not violate the provisions of the agreements or instruments evidencing such Indebtedness; and (8) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Article 9 relating to either the Legal Defeasance under Section 9.2 or the Covenant Defeasance under Section 9.3 (as the case may be) have been complied with; (9) the Company shall have delivered to the Trustee an Officers’ ' Certificate stating that the deposit under clause (1) was not made by the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (10) the Company shall have paid, or duly provided for payment under terms mutually satisfactory to the Company and the Trustee, all amounts then due to the Trustee pursuant to Section 7.7.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 9.2 or Section 9.3 hereof to the outstanding Securities of a Series: (1) the Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 hereof who shall agree to comply with the provisions of this Article 9 applicable to it) as funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities, (A) money in an amount, or (B) U.S. Government Obligations or Foreign Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, and accrued interest of (and premium, if any) and interest, onif any, on the outstanding Securities of such Series at the Stated Maturity of such principal, interest premium, if any, or premiuminterest, if any, or on dates for payment and redemption of such principal, interest premium, if any, and premiuminterest, if any, selected in accordance with the terms of this Indenture and of the Securities of such Series; (2) no Event of Default or Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit, or shall have occurred and be continuing at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (3) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company; (4) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute default under, under any other agreement or instrument to which the Company is a party or by which it is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended; (6) in the case of an election under Section 9.29.2 hereof, 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 to the effect that or (ii) there has been a change in any applicable Federal income tax law with the effect that, and such opinion shall confirm that, the Holders of the outstanding Securities of such Series or Persons persons in their positions will not recognize income, gain or loss for Federal income tax purposes solely as a result of such Legal Defeasance and will be subject to Federal income tax on the same amounts, in the same manner, including as a result of prepayment, and at the same times as would have been the case if such Legal Defeasance had not occurred; (7) in the case of an election under Section 9.39.3 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Securities of such Series will not recognize income, gain or loss for Federal income tax purposes as a result of such Covenant Defeasance, 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; (8) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Article 9 relating to either the Legal Defeasance under Section 9.2 hereof or the Covenant Defeasance under Section 9.3 hereof (as the case may be) have been complied with; (9) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit under clause (1) was not made by the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (10) the Company shall have paid, paid or duly provided for payment under terms mutually satisfactory to the Company and the Trustee, Trustee all amounts then due to the Trustee pursuant to Section 7.77.7 hereof.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 9.2 1302 or Section 9.3 1303 to the outstanding Securities of a SeriesOutstanding Notes: (1) the Company The Issuer shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 608 who shall agree to comply with the provisions of this Article 9 Thirteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, to the benefit of the Holders of the Securities, such Notes; (A) money cash in an amountU.S. dollars, or (B) U.S. non-callable Government Obligations or Foreign Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amountSecurities, or (C) a combination thereofthereof (without consideration of any reinvestment of interest), in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trusteeaccountants, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, and accrued interest of (and premium, if any, on, ) and interest on the outstanding Securities of such Series at Outstanding Notes on the Stated Maturity (or Redemption Date, if applicable) of such principal, interest or premium, if any, or on dates for payment and redemption of such principal, interest principal (and premium, if any) or, selected interest due on the Notes; provided that the Trustee shall have been irrevocably instructed to apply such cash or the proceeds of such Government Securities to said payments with respect to the Notes. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1103 hereof, a notice of its election to redeem all of the terms Outstanding Notes at a future date in accordance with Article Eleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing; provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture and to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the Securities date of the notice of redemption, with any deficit as of the Redemption Date (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the Redemption Date. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee (upon which the Trustee may conclusively rely) simultaneously with the deposit of such SeriesApplicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption; (2) no Event of Default or Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit, or shall have occurred and be continuing at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified in the Opinion case of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until Legal Defeasance, the expiration of such period); (3) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company; (4) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute default under, any other agreement or instrument to which the Company is a party or by which it is bound; (5) the Company Issuer shall have delivered to the Trustee an Opinion of Counsel stating in the United States confirming that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required subject to register as an investment company under the Investment Company Act of 1940, as amended;customary assumptions and exclusions, (6) in the case of an election under Section 9.2, the Company shall 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 United States Internal Revenue Service a ruling to ruling, or (B) since the effect that or (ii) issuance of the Notes, there has been a change in any the applicable U.S. Federal income tax law with law, in either case to the effect that, and based thereon such opinion Opinion of Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders holders of the outstanding Securities of such Series or Persons in their positions Outstanding Notes will not recognize income, gain or loss for U.S. Federal income tax purposes solely as a result of such Legal Defeasance and will be subject to Federal income tax on the same amounts, in the same manner, including as a result of prepayment, and at the same times as would have been the case if such Legal Defeasance had not occurred; (7) in the case of an election under Section 9.3, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Securities of such Series will not recognize income, gain or loss for Federal income tax purposes as a result of such 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 Legal Defeasance had not occurred; (8) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Article 9 relating to either the Legal Defeasance under Section 9.2 or the Covenant Defeasance under Section 9.3 (as the case may be) have been complied with; (9) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit under clause (1) was not made by the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (10) the Company shall have paid, or duly provided for payment under terms mutually satisfactory to the Company and the Trustee, all amounts then due to the Trustee pursuant to Section 7.7.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 9.2 9.02 or Section 9.3 9.03 hereof to the outstanding Securities of a SeriesNotes: (1) the Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 hereof who shall agree to comply with the provisions of this Article 9 applicable to it) as funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders holders of the SecuritiesNotes, (A) money in an amount, or ; (B) U.S. Government Obligations or Foreign Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, ; or (C) a combination thereof, sufficient, in the opinion of a nationally nationally-recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, and accrued interest and premium, if any, on, and accrued interest on the outstanding Securities of such Series Notes at the Stated Maturity maturity date of such principal, interest or premium, if any, or interest, or on dates for payment and redemption of such principal, interest and premium, if any, and interest selected in accordance with the terms of this Indenture and of the Securities of such SeriesNotes; (2) no Event of Default or Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such depositdeposit or insofar as Events of Default from bankruptcy, insolvency or shall have occurred and be continuing reorganization events are concerned, at any time during in the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until the expiration of such period)deposit; (3) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company; (4) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, under this Indenture or any other material agreement or instrument to which the Company or any of its subsidiaries is a party or by which it the Company or any of its Subsidiaries is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended; (6) in the case of an election under Section 9.29.02 above, 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 to the effect that or (ii) there has been a change in any applicable Federal income tax law with the effect that, and such opinion shall confirm that, the Holders holders of the outstanding Securities of such Series Notes or Persons persons in their positions will not recognize incomein- come, gain or loss for Federal income tax purposes solely as a result of such deposit, Legal Defeasance and discharge and will be subject to Federal federal income tax on the same amounts, amount and in the same manner, including as a result of prepayment, and at the same times times, as would have been the case if such deposit, Legal Defeasance and discharge had not occurred; (7) in the case of an election under Section 9.39.03 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders holders of the outstanding Securities of such Series Notes will not recognize income, gain or loss for Federal federal income tax purposes as a result of such deposit, Covenant Defeasance, Defeasance and discharge and will be subject to Federal federal income tax on the same amountsamount, and in the same manner and at the same times times, as would have been the case if such deposit, Covenant Defeasance and discharge had not occurred; (8) the Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Article 9 or relating to either the Legal Defeasance under Section 9.2 9.02 above or the Covenant Defeasance under Section 9.3 9.03 hereof (as the case may be) have been complied with; (9) the Company shall have delivered to the Trustee an Officers’ ' Certificate stating that the deposit under clause (1) was not made by the Company with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others; and; (10) the Company shall have paiddelivered to the Trustee an opinion of counsel to the effect that (i) the trust funds will not be subject to any rights of holders of Senior Indebtedness, including, without limitation, those arising under this Indenture and (ii) after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; (11) the Company shall have paid or duly provided for payment under terms mutually satisfactory to the Company and the Trustee, Trustee all amounts then due to the Trustee pursuant to Section 7.7.7.07 hereof; and (12) certain other customary conditions precedent are satisfied. 84 -77-

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 9.2 1202 or Section 9.3 1203 to the outstanding Securities of a SeriesOutstanding Securities: (1) the The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 607 who shall agree to comply with the provisions of this Article 9 Twelve applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the such Securities, (A) money cash in U.S. Dollars in an amount, or (B) U.S. non-callable Government Obligations or Foreign Government Obligations Securities which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, and accrued interest of (and premium, if any, on, ) and interest on the outstanding Outstanding Securities of such Series at on the Stated Maturity (or Redemption Date, if applicable) of such principal, interest or premium, if any, or on dates for payment and redemption of such principal, interest principal (and premium, if any) or installment of interest; provided -------- that the Trustee shall have been irrevocably instructed to 100 apply such money or the proceeds of such Government Securities to said payments with respect to the Securities and any such other amounts due the Trustee under Section 606. Before such a deposit, selected the Company may give to the Trustee, in accordance with the terms Section 1103 hereof, a notice of this Indenture and its election to redeem all of the Outstanding Securities of such Series;at a future date in accordance with Article Eleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (2) no No Default or Event of Default or Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) or, or shall have occurred insofar as paragraphs (9), (10) and be continuing (11) of Section 501 hereof are concerned, at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until the expiration of such period);. (3) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company; (4) such Such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, under any other material agreement or instrument (other than the Indenture) to which the Company or any of its Restricted Subsidiaries is a party or by which it the Company or any of its Restricted Subsidiaries is bound;. (54) the Company shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended; (6) in In the case of an election under Section 9.21202, the Company shall have delivered to the Trustee an Opinion of Counsel stating confirming that (ix) the Company has received from, or there has been published by, the Internal Revenue Service a ruling to the effect that ruling, or (iiy) since the Issue Date, there has been a change in any the applicable Federal federal income tax law with law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of the outstanding Outstanding Securities of such Series or Persons in their positions will not recognize income, gain or loss for Federal United States federal income tax purposes solely as a result of such Legal Defeasance and will be subject to Federal United States federal income tax on the same amounts, in the same mannermanner and at the same times as would have been the case if such Legal Defeasance had not occurred and the Company shall have delivered to the Trustee an Opinion of Counsel in Bermuda reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities will not recognize income, including gain or loss for Bermuda tax purposes as a result of prepaymentsuch Legal Defeasance and will be subject to Bermuda 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;. (75) in In the case of an election under Section 9.31203, the Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the effect Trustee confirming that the Holders of the outstanding Outstanding Securities of such Series will not recognize income, gain or loss for Federal United States federal income tax purposes as a result of such Covenant Defeasance, Defeasance and will be subject to Federal United States 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; (8) occurred and the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of CounselCounsel in Bermuda reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities will not recognize income, each stating that all conditions precedent provided gain or loss for in this Article 9 relating to either the Legal Defeasance under Section 9.2 or the Bermuda tax purposes as a result of such Covenant Defeasance under Section 9.3 (and will be subject to Bermuda tax on the same amounts, in the same manner and at the same times as would have been the case may be) have been complied with;if such Covenant Defeasance had not occurred. (96) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; (7) the Company shall deliver to the Trustee an Officers’ ' Certificate stating that the deposit under clause (1) was not made by the Company with the intent of preferring the Holders of Securities over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (10) the 8) The Company shall have paid, or duly provided for payment under terms mutually satisfactory to the Company and the Trustee, all amounts then due delivered to the Trustee pursuant an Officers' Certificate and an Opinion of Counsel, in the case of the Officers' Certificate, stating that all conditions precedent relating to either the Legal Defeasance under Section 7.71202 or the Covenant Defeasance under Section 1203 (as the case may be) have been complied with and, in the case of the Opinion of Counsel, that all conditions precedent providing for Legal Defeasance or Covenant Defeasance have been complied with.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 9.2 or Section 9.3 hereof to the outstanding Securities of a Series: (1) the Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 hereof who shall agree to comply with the provisions of this Article 9 applicable to it) as funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities, (A) money in an amount, or (B) U.S. Government Obligations or Foreign Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally nationally-recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, and accrued interest and premium, if any, on, and accrued interest on the outstanding Securities of such Series at the Stated Maturity maturity date of such principal, interest or premium, if any, or interest, or on dates for payment and redemption of such principal, interest and premium, if any, and interest selected in accordance with the terms of this Indenture and of the Securities of such Series; (2) no Event of Default or Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit, or shall have occurred and be continuing at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (3) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company; (4) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute default under, under any other agreement or instrument to which the Company is a party or by which it is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended; (6) in the case of an election under Section 9.29.2 above, 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 to the effect that or (ii) there has been a change in any applicable Federal income tax law with the effect that, and such opinion shall confirm that, the Holders of the outstanding Securities of such Series or Persons persons in their positions will not recognize income, gain or loss for Federal income tax purposes solely as a result of such Legal Defeasance and will be subject to Federal income tax on the same amounts, in the same manner, including as a result of prepayment, and at the same times as would have been the case if such Legal Defeasance had not occurred; (7) in the case of an election under Section 9.3, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Securities of such Series will not recognize income, gain or loss for Federal income tax purposes as a result of such 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; (8) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Article 9 relating to either the Legal Defeasance under Section 9.2 or the Covenant Defeasance under Section 9.3 (as the case may be) have been complied with; (9) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit under clause (1) was not made by the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (10) the Company shall have paid, or duly provided for payment under terms mutually satisfactory to the Company and the Trustee, all amounts then due to the Trustee pursuant to Section 7.7.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 9.2 or Section 9.3 to the outstanding Securities of a Series: (1) the Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 who shall agree to comply with the provisions of this Article 9 applicable to it) as funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities, (A) money in an amount, or (B) U.S. Government Obligations or Foreign Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, and accrued interest and premium, if any, on, the outstanding Securities of such Series at the Stated Maturity of such principal, interest or premium, if any, or on dates for payment and redemption of such principal, interest and premium, if any, selected in accordance with the terms of this Indenture and of the Securities of such Series; (2) no Event of Default or Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit, or shall have occurred and be continuing at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (3) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company; (4) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute default under, any other agreement or instrument to which the Company is a party or by which it is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended; (6) in the case of an election under Section 9.2, 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 to the effect that or (ii) there has been a change in any applicable Federal income tax law with the effect that, and such opinion shall confirm that, the Holders of the outstanding Securities of such Series or Persons in their positions will not recognize income, gain or loss for Federal income tax purposes solely as a result of such Legal Defeasance and will be subject to Federal income tax on the same amounts, in the same manner, including as a result of prepayment, and at the same times as would have been the case if such Legal Defeasance had not occurred; (7) in the case of an election under Section 9.3, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Securities of such Series will not recognize income, gain or loss for Federal income tax purposes as a result of such 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; (8) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Article 9 relating to either the Legal Defeasance under Section 9.2 or the Covenant Defeasance under Section 9.3 (as the case may be) have been complied with; (9) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit under clause (1) was not made by the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (10) the Company shall have paid, or duly provided for payment under terms mutually satisfactory to the Company and the Trustee, all amounts then due to the Trustee pursuant to Section 7.7. 9.5. DEPOSITED MONEY AND U.S. AND FOREIGN GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS. All money, U.S. Government Obligations and Foreign Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 9.4 in respect of the outstanding Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due thereon in respect of principal, accrued interest and premium, if any, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations and Foreign Government Obligations deposited pursuant to Section 9.4 or the principal, interest and premium, if any, received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Securities. Anything in this Article 9 to the contrary notwithstanding, but subject to payment of any of its outstanding fees and expenses, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money, U.S. Government Obligations or Foreign Government Obligations held by the Trustee as provided in Section 9.4 which, in the opinion of a nationally-recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 9.2 1302 or Section 9.3 1303 to the outstanding Securities of a SeriesOutstanding Notes: (1) the The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee Trustee satisfying the requirements of Section 7.10 608 who shall agree to comply with the provisions of this Article 9 Thirteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securitiessuch Notes, (A1) money an amount in an amountU.S. Dollars, or (B2) U.S. Government Obligations or Foreign Government Obligations applicable to such Notes which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any paymentpayment of principal of (and premium, if any) and interest, if any, on such Notes, money in an amount, or (C3) a combination thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally nationally-recognized firm of independent public accountants accountants, investment bank or appraisal firm expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, and accrued interest of (and premium, if any, on, the outstanding Securities of ) and interest on such Series at Outstanding Notes on the Stated Maturity of such principal, interest principal (or premium, if any) or installment of interest or the applicable Redemption Date, or on dates for payment and redemption of such principal, interest and premium, if any, selected in accordance with as the terms of this Indenture and of the Securities of such Series;case may be. (2) no Such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which any of them is bound. (3) No Event of Default or Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit, and, solely in the case of Legal Defeasance under Section 1302, no Event of Default or Default under clause (5) or (6) of Section 501 shall have occurred and be continuing at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition to Legal Defeasance under Section 1302 shall not be deemed satisfied until the expiration of such period); (3) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company;. (4) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute default under, any other agreement or instrument to which the Company is a party or by which it is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended; (6) in In the case of an election under Legal Defeasance pursuant to Section 9.21302, the Company shall have delivered to the Trustee an Opinion opinion of Counsel independent counsel in the United States, appointed by the Company at its expense, stating that (ix) the Company has received from, or there has been published by, the Internal Revenue Service a ruling to the effect that ruling, or (iiy) since the date of this Indenture there has been a change in any applicable Federal federal income tax law with law, in either ease to the effect that, and based thereon such opinion of independent counsel shall confirm that, the Holders of the outstanding Securities beneficial owners of such Series or Persons in their positions Outstanding Notes will not recognize income, gain or loss for Federal federal income tax purposes solely as a result of such Legal Defeasance and will be subject to Federal federal income tax on the same amounts, in the same manner, including as a result of prepayment, manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (7) ; or, in the case of an election under Covenant Defeasance pursuant to Section 9.31303, the Company shall have delivered to the Trustee an Opinion opinion of Counsel independent counsel in the United States to the effect that the Holders of the outstanding Securities beneficial owners of such Series Outstanding Notes will not recognize income, gain or loss for Federal federal income tax purposes as a result of such Covenant Defeasance, 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;. (8) the 5) The Company shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Article 9 relating to either the Legal Defeasance under Section 9.2 or the Covenant Defeasance under Section 9.3 (Defeasance, as the case may be) , under this Indenture have been complied with;. (96) If the money or Government Obligations or combination thereof, as the case may be, deposited under clause (a) above is sufficient to pay the principal of, and premium, if any, and interest on the Outstanding Notes provided such Notes are redeemed on a particular Redemption Date, the Company shall have delivered to given the Trustee an Officers’ Certificate stating that the deposit under clause (1) was not made by the Company with the intent irrevocable instructions to redeem such Notes on such date and to provide notice of defeating, hindering, delaying such redemption to Holders as provided in or defrauding any creditors of the Company or others; and (10) the Company shall have paid, or duly provided for payment under terms mutually satisfactory to the Company and the Trustee, all amounts then due to the Trustee pursuant to Section 7.7this Indenture.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 9.2 1302 or Section 9.3 1303 to the outstanding Securities of a SeriesOutstanding Notes: (1) the Company Issuer shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 608 who shall agree to comply with the provisions of this Article 9 Thirteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, to the benefit of the Holders of the Securities, such Notes (A) money cash in an amountU.S. dollars, or (B) U.S. Government Obligations or Foreign Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amountSecurities, or (C) a combination thereof, in such amounts as will be sufficient, in the written opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, and accrued interest of (and premium, if any, on, ) and interest on the outstanding Securities of such Series Outstanding Notes at the Stated Maturity (or Redemption Date, if applicable and so indicated to the Trustee in writing); provided that the Trustee shall have been irrevocably instructed to apply such cash or the proceeds of such principalGovernment Securities or combination thereof to said payments with respect to the Notes. Before such a deposit, interest or premiumthe Issuer may give to the Trustee, if any, or on dates for payment and redemption of such principal, interest and premium, if any, selected in accordance with the terms Section 1103 hereof, a notice of this Indenture and its election to redeem all of the Securities of such SeriesOutstanding Notes at a future date in accordance with Article Eleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing; (2) no Event of Default or Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit, or shall have occurred and be continuing at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified in the Opinion case of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until Legal Defeasance, the expiration of such period); (3) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company; (4) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute default under, any other agreement or instrument to which the Company is a party or by which it is bound; (5) the Company Issuer shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended; (6) in the case of an election under Section 9.2, the Company shall have delivered United States acceptable to the Trustee an Opinion of Counsel stating that confirming that, subject to customary assumptions and exclusions, (iA) the Company Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling to ruling, or (B) since the effect that or (ii) issuance of the Notes, there has been a change in any the applicable U.S. Federal income tax law with law, in either case to the effect that, and based thereon such opinion Opinion of Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders beneficial owners of the outstanding Securities of such Series or Persons in their positions Outstanding Notes will not recognize income, gain or loss for U.S. Federal income tax purposes solely as a result of such Legal Defeasance and will be subject to U.S. Federal income tax on the same amounts, in the same manner, including as a result of prepayment, manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (73) in the case of an election under Section 9.3Covenant Defeasance, the Company Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States acceptable to the effect that Trustee confirming that, subject to customary assumptions and exclusions, the Holders beneficial owners of the outstanding Securities of such Series Outstanding Notes will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such Covenant Defeasance, Defeasance and will be subject to U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (8) 4) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness, and, in each case the Company granting of Liens in connection therewith) with respect to the Notes issued hereunder shall have occurred and be continuing on the date of such deposit; (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Senior Credit Facility or any other material agreement or instrument (other than this Indenture) to which, the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith); (6) the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of CounselCounsel to the effect that, each stating that all conditions precedent provided for in this Article 9 relating as of the date of such opinion and subject to either customary assumptions and exclusions following the Legal Defeasance under deposit, the trust funds will not be subject to the effect of Section 9.2 or 547 of Title 11 of the Covenant Defeasance under Section 9.3 (as the case may be) have been complied withUnited States Code; (97) the Company Issuer shall have delivered to the Trustee an Officers’ Officer’s Certificate stating that the deposit under clause (1) was not made by the Company Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Company Issuer or any Guarantor or others; and (10) 8) the Company Issuer shall have paid, or duly provided for payment under terms mutually satisfactory to the Company and the Trustee, all amounts then due delivered to the Trustee pursuant an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent provided for or relating to Section 7.7the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 9.2 or Section 9.3 hereof to the outstanding Securities of a SeriesNotes: (1) the Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 hereof who shall agree to comply with the provisions of this Article 9 applicable to it) as funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the SecuritiesNotes, (A) money in an amount, or (B) U.S. Government Obligations or Foreign Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally nationally-recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, and accrued interest and premium, if any, on, and accrued interest on the outstanding Securities of such Series Notes at the Stated Maturity Date of such principal, interest or premium, if any, or interest, or on dates for payment and redemption of such principal, interest and premium, if any, and interest selected in accordance with the terms of this Indenture and of the Securities of such SeriesNotes; (2) no Event of Default or Default with respect to the Securities of such Series Notes shall have occurred and be continuing on the date of such deposit, or shall have occurred and be continuing at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (3) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company; (4) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute default under, under any other agreement or instrument to which the Company is a party or by which it is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended; (6) in the case of an election under Section 9.29.2 above, 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 to the effect that or (ii) there has been a change in any applicable Federal income tax law with the effect that, and such opinion shall confirm that, the Holders of the outstanding Securities of such Series Notes or Persons persons in their positions will not recognize income, gain or loss for Federal income tax purposes solely as a result of such Legal Defeasance and will be subject to Federal income tax on the same amounts, in the same manner, including as a result of prepayment, and at the same times as would have been the case if such Legal Defeasance had not occurred; (7) in the case of an election under Section 9.39.3 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Securities of such Series Notes will not recognize income, gain or loss for Federal income tax purposes as a result of such Covenant Defeasance, 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; (8) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Article 9 relating to either the Legal Defeasance under Section 9.2 above or the Covenant Defeasance under Section 9.3 hereof (as the case may be) have been complied with; (9) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit under clause (1) was not made by the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (10) the Company shall have paid, paid or duly provided for payment under terms mutually satisfactory to the Company and the Trustee, Trustee all amounts then due to the Trustee pursuant to Section 7.77.7 hereof.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to the application of Section 9.2 1402 or Section 9.3 1403 to any Subordinated Notes or any series of Subordinated Notes, and the outstanding Securities of a SeriesGuarantees thereof: (1) the Company Issuer or the Guarantors shall irrevocably have deposited or caused to be deposited irrevocably with the Trustee (or another trustee satisfying with such other entity designated or appointed by the requirements of Section 7.10 who shall agree to comply with the provisions of Trustee for this Article 9 applicable to it) as funds in trust for the purpose of making the following paymentspurpose, or other qualifying trustee), specifically pledged as security for, and dedicated solely to, the benefit of the Holders holders of the Securities, such Subordinated Notes (A) money in an amountmoney, or (B) U.S. Government Obligations or Foreign Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amountObligations, or (C) a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trusteean Independent Qualified Party, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, and accrued interest and premium, if any, on, and interest on such Subordinated Notes on the outstanding Securities of such Series at the Stated Maturity of such principal, interest or premium, if any, or on respective stated dates for payment thereof or on the applicable Redemption Date, as the case may be, and redemption of the Issuer must specify whether such principal, interest and premium, if any, selected in accordance with the terms of this Indenture and of the Securities of such SeriesSubordinated Notes are being defeased to Maturity or to a particular Redemption Date; (2) no Default or Event of Default or Default with respect to the Securities of such Series Subordinated Notes or any other Subordinated Notes shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) or insofar as Events of Default from bankruptcy or insolvency events are concerned, or shall have occurred and be continuing at any time during in the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until the expiration of such period)deposit; (3) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company; (4) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under, any other material agreement or instrument (other than the Indenture) to which the Company Issuer or any of its Significant Subsidiaries is a party or by which it the Issuer, any Guarantor or any of its Significant Subsidiaries is bound; (4) the Issuer must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the holders of such Subordinated Notes being defeased over the other creditors of the Issuer with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (5) in the Company case of a Legal Defeasance, the Issuer or the Guarantors shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended; (6) in the case of an election under Section 9.2, the Company shall have delivered form and substance satisfactory to the Trustee an Opinion of Counsel stating Trustee) from a nationally recognized tax firm, confirming that (i) the Company Issuer has received from, or there has been published by, the Internal Revenue Service a ruling to or since the effect that or (ii) date of this Indenture, there has been a change in any the applicable Federal United States federal income tax law with law, in either case to the effect that, and based thereon such opinion Opinion of Counsel shall confirm that, the Holders beneficial owners of the outstanding Securities of such Series or Persons in their positions Subordinated Notes being defeased will not recognize income, gain or loss for Federal United States federal income tax purposes solely as a result of such Legal Defeasance and will be subject to Federal federal income tax on the same amounts, in the same manner, including as a result of prepayment, manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (6) the Issuer or the Guarantors shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (in form and substance satisfactory to the Trustee), each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with, which shall operate as sufficient evidence of the satisfaction of the conditions, in which event they will be conclusive and binding on the Holders; (7) in the case of an election under Section 9.3a Covenant Defeasance, the Company Issuer or the Guarantors shall have delivered to the Trustee an Opinion of Counsel (in form and substance satisfactory to the effect Trustee) confirming that the Holders beneficial owners of the outstanding Securities of such Series Subordinated Notes being defeased 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 United States 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 (8) the Company Issuer or the Guarantors shall have delivered irrevocable instructions to the Trustee an Officers’ Certificate and an Opinion (or with such other entity designated or appointed by the Trustee for this purpose, or other qualifying trustee) under this Indenture to apply the deposited money toward the payment of Counsel, each stating that all conditions precedent provided for in this Article 9 relating to either the Legal Defeasance under Section 9.2 such Subordinated Notes at maturity or the Covenant Defeasance under Section 9.3 (Redemption Date, as the case may be) have been complied with; be (9) which instructions may be contained in the Company shall have delivered Officer’s Certificate referred to the Trustee an Officers’ Certificate stating that the deposit under in clause (16) was not made by above). Notwithstanding the Company Issuer’s exercise of Covenant Defeasance with the intent respect to any Subordinated Notes or series of defeatingSubordinated Notes, hindering, delaying or defrauding any creditors of the Company or others; and (10) the Company shall have paid, or duly provided for payment under terms mutually satisfactory to the Company and the TrusteeGuarantees thereof, all amounts then due the Issuer may subsequently exercise Legal Defeasance with respect to such Subordinated Notes or series of Subordinated Notes, and the Trustee pursuant to Section 7.7Guarantees thereof.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 9.2 1302 or Section 9.3 1303 to the outstanding Securities of a SeriesOutstanding Notes: (1) the Company The Issuers shall have irrevocably have deposited or caused to be deposited with the Trustee (or another trustee Trustee satisfying the requirements of Section 7.10 608 who shall agree to comply with the provisions of this Article 9 Thirteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securitiessuch Notes, (A1) money an amount in an amountU.S. Dollars, or (B2) U.S. Government Obligations or Foreign Government Obligations applicable to such Notes which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any paymentpayment of principal of (and premium, if any) and interest, if any, on such Notes, money in an amount, or (C3) a combination thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally nationally-recognized firm of independent public accountants accountants, investment bank or appraisal firm expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, and accrued interest of (and premium, if any, on, the outstanding Securities of ) and interest on such Series at Outstanding Notes on the Stated Maturity of such principal, interest principal (or premium, if any) or installment of interest or the applicable Redemption Date, or on dates for payment and redemption of such principal, interest and premium, if any, selected in accordance with as the terms of this Indenture and of the Securities of such Series;case may be. (2) no Such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Parent or any of its Subsidiaries is a party or by which any of them is bound. (3) No Event of Default or Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit, and, solely in the case of Legal Defeasance under Section 1302, no Event of Default or Default under clause (5) or (6) of Section 501 shall have occurred and be continuing at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition to Legal Defeasance under Section 1302 shall not be deemed satisfied until the expiration of such period); (3) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company;. (4) such In the case of Legal Defeasance or Covenant Defeasance shall not result in a breach or violation ofpursuant to Section 1302, or constitute default under, any other agreement or instrument to which the Company is a party or by which it is bound; (5) the Company Issuers shall have delivered to the Trustee an Opinion opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended; (6) independent counsel in the case of an election under Section 9.2United States, appointed by the Company shall have delivered to the Trustee an Opinion of Counsel Issuers at their expense, stating that (ix) the Company has Issuers have received from, or there has been published by, the Internal Revenue Service a ruling to the effect that ruling, or (iiy) since the date of this Indenture there has been a change in any applicable Federal federal income tax law with law, in either case to the effect that, and based thereon such opinion of independent counsel shall confirm that, the Holders of the outstanding Securities beneficial owners of such Series or Persons in their positions Outstanding Notes will not recognize income, gain or loss for Federal federal income tax purposes solely as a result of such Legal Defeasance and will be subject to Federal federal income tax on the same amounts, in the same manner, including as a result of prepayment, manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (7) ; or, in the case of an election under Covenant Defeasance pursuant to Section 9.31303, the Company Issuers shall have delivered to the Trustee an Opinion opinion of Counsel independent counsel in the United States to the effect that the Holders of the outstanding Securities beneficial owners of such Series Outstanding Notes will not recognize income, gain or loss for Federal federal income tax purposes as a result of such Covenant Defeasance, 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;. (8) the Company 5) The Issuers shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Article 9 relating to either the Legal Defeasance under Section 9.2 or the Covenant Defeasance under Section 9.3 (Defeasance, as the case may be) , under this Indenture have been complied with;. (96) If the Company shall have delivered to money or Government Obligations or combination thereof, as the Trustee an Officers’ Certificate stating that the deposit case may be, deposited under clause (1a) was not made by above is sufficient to pay the Company with principal of, and premium, if any, and interest on the intent of defeatingOutstanding Notes provided such Notes are redeemed on a particular Redemption Date, hindering, delaying or defrauding any creditors of the Company or others; and (10) the Company Issuers shall have paid, or duly provided for payment under terms mutually satisfactory to the Company and the Trustee, all amounts then due to given the Trustee irrevocable instructions to redeem such Notes on such date and to provide notice of such redemption to Holders as provided in or pursuant to Section 7.7this Indenture.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to the application of Section 9.2 either SECTION 9.02 or Section 9.3 9.03 hereof to the outstanding Securities Notes of a Seriessuch designated maturity: In order to exercise either Legal Defeasance or Covenant Defeasance: (1a) the Company shall must irrevocably have deposited deposit or caused cause to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 who shall agree to comply with the provisions of this Article 9 applicable to it) Trustee, as trust funds in trust for the purpose of making the following paymentstrust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the SecuritiesHolders, (A) money cash in an amountU.S. dollars, or (B) U.S. Government Obligations or Foreign Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amountObligations, or (C) in the case of Covenant Defeasance, corporate obligations rated at least "A" by S&P or at least "A" by Moody's or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trusteeaccountants, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, discharge the principal of, and accrued interest and premium, if any, on, and interest on the outstanding Securities of such Series at Notes on the Stated Maturity thereof (or upon redemption, if applicable) of such principal, interest or premium, if any, or on dates for payment and redemption installment of such principal, interest and premium, if any, selected in accordance with the terms of this Indenture and of the Securities of such Seriesinterest; (2b) no Default or Event of Default or Default with respect to the Securities of such Series Notes shall have occurred and be continuing on the date of such depositdeposit or, insofar as an event of bankruptcy under clause (f) or shall have occurred and be continuing (g) of SECTION 6.01 hereof is concerned, at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until the expiration of such period)deposit; (3) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company; (4c) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended; (6d) in the case of an election under Section 9.2Legal Defeasance, 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 to ruling, or since the effect that or (ii) Issue Date, there has been a change in any applicable Federal federal income tax law with law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of the outstanding Securities Notes of such Series or Persons in their positions maturity will not recognize income, gain or loss for Federal income tax purposes solely as a result of such Legal Defeasance and will be subject to Federal income tax on the same amounts, in the same manner, including as a result of prepayment, and at the same times as would have been the case if such Legal Defeasance had not occurred; (7) in the case of an election under Section 9.3, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Securities of such Series will not recognize income, gain or loss for Federal federal income tax purposes as a result of such Covenant Defeasance, 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 defeasance had not occurred;; and (8) e) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of outstanding Notes of such maturity will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred; and (f) the Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Article 9 herein relating to either the Legal Defeasance under Section 9.2 or the Covenant Defeasance under Section 9.3 (Defeasance, as the case may be) , have been complied with; (9) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit under clause (1) was not made by the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (10) the Company shall have paid, or duly provided for payment under terms mutually satisfactory to the Company and the Trustee, all amounts then due to the Trustee pursuant to Section 7.7.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 9.2 1202 or Section 9.3 1203 to the outstanding Securities of a SeriesOutstanding Notes: (1) the Company shall must irrevocably have deposited deposit or caused cause to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 who shall agree to comply with the provisions of this Article 9 applicable to it) Trustee, as trust funds in trust for the purpose of making the following paymentstrust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders holders of the SecuritiesNotes, (A) money in an amount, or (B) U.S. Government Obligations or Foreign Government Obligations which that through the scheduled payment of principal and interest in respect thereof in accordance with their terms thereon will provide, not later than the due date of any payment, provide money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trusteeaccountants, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, discharge the principal of, and accrued interest of (and premium, if any, on) and interest on the Outstanding Notes at maturity (or upon redemption, if applicable, as of a date no later than ___________ , provided that the outstanding Securities Company shall have complied with the notice provisions set forth under this Indenture in connection with such optional redemption) of such Series at the Stated Maturity principal or installment of such principal, interest or premium, if any, or on dates for payment and redemption of such principal, interest and premium, if any, selected in accordance with the terms of this Indenture and of the Securities of such Seriesinterest; (2) no Default or Event of Default or Default with respect to the Securities of such Series shall have has occurred and be is continuing on the date of such depositdeposit or, or shall have occurred insofar as an event of bankruptcy under Section 501(7) and be continuing (8) above is concerned, at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until the expiration of such period)deposit; (3) such Legal Defeasance legal defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company; (4) such Legal Defeasance or Covenant Defeasance shall covenant defeasance may not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended; (64) in the case of an election under Section 9.2legal defeasance, the Company shall have delivered must deliver 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 to ruling, or since the effect that or (ii) date hereof, there has been a change in any applicable Federal federal income tax law with law, to the effect thateffect, and based thereon such opinion shall must confirm that, the Holders holders of the outstanding Securities of such Series or Persons in their positions Notes will not recognize income, gain or loss for Federal income tax purposes solely as a result of such Legal Defeasance and will be subject to Federal income tax on the same amounts, in the same manner, including as a result of prepayment, and at the same times as would have been the case if such Legal Defeasance had not occurred; (7) in the case of an election under Section 9.3, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Securities of such Series will not recognize income, gain or loss for Federal federal income tax purposes as a result of such Covenant Defeasance, legal defeasance and will be subject to Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance defeasance had not occurred; (8) 5) in the case of covenant defeasance, the Company shall must have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the Notes outstanding 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 (6) the Company must have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Article 9 relating to either the Legal Defeasance under Section 9.2 legal defeasance or the Covenant Defeasance under Section 9.3 (covenant defeasance, as the case may be) , have been complied with; (9) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit under clause (1) was not made by the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (10) the Company shall have paid, or duly provided for payment under terms mutually satisfactory to the Company and the Trustee, all amounts then due to the Trustee pursuant to Section 7.7.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 9.2 or Section 9.3 to the outstanding Securities of a Series: (1) the Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 who shall agree to comply with the provisions of this Article ARTICLE 9 applicable to it) as funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities, (A) money in an amount, or (B) U.S. Government Obligations or Foreign Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, and accrued interest and premium, if any, on, the outstanding Securities of such Series at the Stated Maturity of such principal, interest or premium, if any, or on dates for payment and redemption of such principal, interest and premium, if any, selected in accordance with the terms of this Indenture and of the Securities of such Series; (2) no Event of Default or Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar or simultaneous deposit relating to other Indebtedness and, in each case, the granting of liens and the consummation of other transactions in connection therewith) with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit, or shall have occurred and be continuing at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (3) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company; (4) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute default under, any other agreement or instrument to which the Company is a party or by which it is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended; (6) in the case of an election under Section 9.2, 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 to the effect that or (ii) there has been a change in any applicable Federal income tax law with the effect that, and such opinion shall confirm that, the Holders of the outstanding Securities of such Series or Persons in in (7) their positions will not recognize income, gain or loss for Federal income tax purposes solely as a result of such Legal Defeasance and will be subject to Federal income tax on the same amounts, in the same manner, including as a result of prepayment, and at the same times as would have been the case if such Legal Defeasance had not occurred; (7) 8) in the case of an election under Section 9.3, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Securities of such Series will not recognize income, gain or loss for Federal income tax purposes as a result of such 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; (8) 9) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Article ARTICLE 9 relating to either the Legal Defeasance under Section 9.2 or the Covenant Defeasance under Section 9.3 (as the case may be) have been complied with; (910) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit under clause (1) was not made by the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (1011) the Company shall have paid, or duly provided for payment under terms mutually satisfactory to the Company and the Trustee, all amounts then due to the Trustee pursuant to Section 7.7.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 9.2 1302 or Section 9.3 1303 to the outstanding then Outstanding Securities of a Seriesany series: (1) the The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 609 who shall agree to comply with the provisions of this Article 9 Thirteen applicable to it) as trust funds in trust for the purpose of making the following payments, payments specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the SecuritiesSecurities of such series, (A) money in an amount, or (B) U.S. Government Obligations or Foreign Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm expressed in a written certification thereof delivered to the Trustee, (if such firms at such time customarily deliver such certifications, and, if not, such certification may be from the principal financial officer of the Company), to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, and accrued interest and premium, if any, on, and each installment of interest on the outstanding Securities of such Series at on the Stated Maturity of such principal, principal or installment of interest or premium, if any, or on dates for payment and redemption of such principal, interest and premium, if any, selected in accordance with the terms of this Indenture and of the Securities of such Series; (2) no Event of Default or Default series. For this purpose, “Government Obligations” means, with respect to any series of Securities, securities that are (x) direct obligations of the Securities of government that issued the currency in which such Series shall have occurred and be continuing on the date of such deposit, or shall have occurred and be continuing at any time during the period ending on the 91st day after the date of such deposit series is denominated (or, if longersuch series is denominated in euro, ending on the day following the expiration direct obligations of any government that is a member of the longest preference period under European Monetary Union) for the payment of which its full faith and credit is pledged or (y) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of such government the payment of which is unconditionally guaranteed as a full faith and credit obligation by such government, which, in either case, are not callable or redeemable at the option of the issuer thereof and shall also include a depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any Bankruptcy Law applicable Government Obligation where the relevant government is the United States of America or a specific payment of principal of or interest on any such Government Obligation held by such custodian for the account of the holder of such depositary receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the Company holder of such depository receipt from any amount received by the custodian in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (3) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company; (4) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute default under, any other agreement or instrument to which the Company is a party or by which it is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended; (6) in the case of an election under Section 9.2, 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 to the effect that or (ii) there has been a change in any applicable Federal income tax law with the effect that, and such opinion shall confirm that, the Holders of the outstanding Securities of such Series or Persons in their positions will not recognize income, gain or loss for Federal income tax purposes solely as a result of such Legal Defeasance and will be subject to Federal income tax on the same amounts, in the same manner, including as a result of prepayment, and at the same times as would have been the case if such Legal Defeasance had not occurred; (7) in the case of an election under Section 9.3, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Securities of such Series will not recognize income, gain or loss for Federal income tax purposes as a result of such 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; (8) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Article 9 relating to either the Legal Defeasance under Section 9.2 Government Obligation or the Covenant Defeasance under Section 9.3 (as the case may be) have been complied with; (9) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit under clause (1) was not made specific payment of principal of or interest on such Government Obligation evidenced by the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (10) the Company shall have paid, or duly provided for payment under terms mutually satisfactory to the Company and the Trustee, all amounts then due to the Trustee pursuant to Section 7.7such depository receipt.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 9.2 or Section 9.3 hereof to the outstanding Securities of a SeriesSenior Notes: (1) the Company Issuers shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 hereof who shall agree to comply with the provisions of this Article 9 applicable to it) as funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the SecuritiesSenior Notes, (A) money in an amount, or (B) U.S. Government Obligations or Foreign Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally nationally-recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, and accrued interest and premium, if any, on, and accrued interest on the outstanding Securities of such Series Senior Notes at the Stated Maturity maturity date of such principal, interest or premium, if any, or interest, or on dates for payment and redemption of such principal, interest and premium, if any, and interest selected in accordance with the terms of this Indenture and of the Securities of such SeriesSenior Notes; (2) no Event of Default or Default with respect to the Securities of such Series Senior Notes shall have occurred and be continuing on the date of such deposit, or shall have occurred and be continuing at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company Issuers in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (3) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company; (4) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute default under, under any other agreement or instrument to which either of the Company Issuers is a party or by which it is bound; (54) the Company Issuers shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended; (65) in the case of an election under Section 9.29.2 above, 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 to the effect that or (ii) there has been a change in any applicable Federal income tax law with the effect that, and such opinion shall confirm that, the Holders of the outstanding Securities of such Series Senior Notes or Persons persons in their positions will not recognize income, gain or loss for Federal income tax purposes solely as a result of such Legal Defeasance and will be subject to Federal income tax on the same amounts, in the same manner, including as a result of prepayment, and at the same times as would have been the case if such Legal Defeasance had not occurred; (76) in the case of an election under Section 9.39.3 hereof, the Company Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Securities of such Series Senior Notes will not recognize income, gain or loss for Federal income tax purposes as a result of such Covenant Defeasance, 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; (8) 7) the Company Issuers shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that (a) all conditions precedent provided for in this Article 9 relating to either the Legal Defeasance under Section 9.2 above or the Covenant Defeasance under Section 9.3 hereof (as the case may be) have been complied with;with and (b) if any other Indebtedness of either of the Issuers shall then be outstanding, such legal defeasance or covenant defeasance will not violate the provisions of the agreements or instruments evidencing such Indebtedness; and (9) 8) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit under clause (1) was not made by the Company Issuers with the intent of defeating, hindering, delaying or defrauding any creditors of the Company Issuers or others; and (10) the Company shall have paid, or duly provided for payment under terms mutually satisfactory to the Company and the Trustee, all amounts then due to the Trustee pursuant to Section 7.7.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 9.2 1302 or Section 9.3 1303 to the outstanding Securities of a SeriesOutstanding Notes: (1) the The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 608 who shall agree to comply with the provisions of this Article 9 Thirteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, to the benefit of the Holders of the Securities, such Notes; (A) money cash in an amountU.S. dollars, or (B) U.S. Government Obligations or Foreign Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amountSecurities, or (C) a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment banking firm, appraisal firm or firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal ofof (and premium, if any) and accrued interest on the Outstanding Notes on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any, onor, interest due on the Notes; provided that, the outstanding Securities Trustee shall have been irrevocably instructed to apply such cash or the proceeds of such Series at Government Securities to said payments with respect to the Stated Maturity of Notes. Before such principala deposit, interest or premiumthe Company may give to the Trustee, if any, or on dates for payment and redemption of such principal, interest and premium, if any, selected in accordance with the terms Section 1103 hereof, a notice of this Indenture and its election to redeem all of the Securities Outstanding Notes at a future date in accordance with Article Eleven hereof, which notice shall be irrevocable; provided that, upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purpose of the 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 on the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officers’ Certificate delivered to the Trustee simultaneously with the deposit of such SeriesApplicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing; (2) no Event of Default or Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit, or shall have occurred and be continuing at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (3) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company; (4) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute default under, any other agreement or instrument to which the Company is a party or by which it is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended; (6) in the case of an election under Section 9.2Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel stating that in the United States reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (iA) the Company has received from, or there has been published by, the United States Internal Revenue Service a ruling to ruling, or (B) since the effect that or (ii) issuance of the Notes, there has been a change in any the applicable U.S. Federal income tax law with law, in either case to the effect that, and based thereon such opinion Opinion of Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders of the outstanding Securities of such Series or Persons in their positions Outstanding Notes will not recognize income, gain or loss for U.S. Federal income tax purposes solely as a result of such Legal Defeasance and will be subject to U.S. Federal income tax on the same amounts, in the same manner, including as a result of prepayment, manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (73) in the case of an election under Section 9.3Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the effect that Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the outstanding Securities of such Series Outstanding Notes will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such Covenant Defeasance, Defeasance and will be subject to U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (8) 4) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit) or the Company granting of Liens in connection therewith shall have delivered to occurred and be continuing on the Trustee an Officers’ Certificate and an Opinion date of Counsel, each stating that all conditions precedent provided for in this Article 9 relating to either the Legal Defeasance under Section 9.2 or the Covenant Defeasance under Section 9.3 (as the case may be) have been complied withsuch deposit; (95) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Credit Agreement or any other material agreement or instrument (other than this Indenture) to which, the Company or any Guarantor is a party or by which the Company or any Guarantor is bound (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith); (6) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit under clause (1) was not made by the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or any Guarantor or others; and (107) the Company shall have paid, or duly provided for payment under terms mutually satisfactory to the Company and the Trustee, all amounts then due delivered to the Trustee pursuant an Officers’ Certificate and an Opinion of Counsel in the United States (which Opinion of Counsel may be subject to Section 7.7customary assumptions and exclusions), each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Legal Defeasance or Covenant Defeasance described in Section 9.2 or Section 9.3 8.02 to the outstanding Securities of a SeriesNotes: (1) the Company shall Issuer must irrevocably have deposited or caused to be deposited deposit with the Trustee (or another trustee satisfying the requirements of Section 7.10 who shall agree to comply with the provisions of this Article 9 applicable to it) as funds Trustee, in trust trust, for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Holders, cash in U.S. Legal Tender, non-callable Government Securities, (A) money in an amount, or (B) U.S. Government Obligations or Foreign Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereofof cash in U.S. Legal Tender and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trusteeaccountants, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, and accrued or interest and premiumpremium and Special Interest, if any, on, on the outstanding Securities of such Series at Notes on the Stated Maturity of such principal, interest or premium, if any, stated maturity or on dates for payment and the applicable redemption of such principaldate, interest and premium, if any, selected in accordance with the terms of this Indenture and of the Securities of such Series; (2) no Event of Default or Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit, or shall have occurred and be continuing at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (3) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company; (4) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute default under, any other agreement or instrument to which the Company is a party or by which it is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended; (6) in the case of an election under Section 9.2, 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 to the effect that or (ii) there has been a change in any applicable Federal income tax law with the effect that, and such opinion shall confirm that, the Holders of the outstanding Securities of such Series or Persons in their positions will not recognize income, gain or loss for Federal income tax purposes solely as a result of such Legal Defeasance and will be subject to Federal income tax on the same amounts, in the same manner, including as a result of prepayment, and at the same times as would have been the case if such Legal Defeasance had not occurred; (7) in the case of an election under Section 9.3, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Securities of such Series will not recognize income, gain or loss for Federal income tax purposes as a result of such 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; (8) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Article 9 relating to either the Legal Defeasance under Section 9.2 or the Covenant Defeasance under Section 9.3 (as the case may be, and the Issuer must specify whether the Notes are being defeased to maturity or to a particular redemption date; provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) have been complied with; (9) only required to be deposited with the Company Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall have be set forth in an Officer’s Certificate delivered to the Trustee an Officers’ Certificate stating that simultaneously with the deposit under clause (1) was not made by the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (10) the Company such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall have paid, or duly provided for payment under terms mutually satisfactory to the Company and the Trustee, all amounts then due to the Trustee pursuant to Section 7.7.be applied toward such redemption;

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 9.2 9.02 or Section 9.3 9.03 hereof to the outstanding Securities of a SeriesNotes: (1) the Company Issuer shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 hereof who shall agree to comply with the provisions of this Article 9 IX applicable to it) as funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the SecuritiesNotes, (A) money in an amount, U.S. dollars or (B) U.S. Government Obligations or Foreign Government Obligations which that through the scheduled payment of principal and interest in respect thereof in accordance with their terms terms, will provide, not later than one day before the due date of any paymentpayment on the Notes, money in an amountU.S. dollars, or (C) a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally nationally-recognized firm of independent public accountants reasonably satisfactory to the Trustee and expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, discharge the principal of, and accrued interest and premium, if any, on, and accrued interest on the outstanding Securities of such Series Notes at the Stated Maturity maturity date of such principal, interest or premium, if any, or interest, or on dates for payment and redemption of such principal, interest and premium, if any, and interest selected in accordance with the terms of this Indenture and of the Securities Notes; provided that the Trustee shall have been irrevocably instructed in writing to apply such money or the proceeds of such SeriesGovernment Obligations to the payment of such principal, premium, if any, and interest with respect to the Notes; (2) no Event of Default or Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such depositdeposit or, insofar as Events of Default specified in Section 6.01(7) or shall have occurred and be continuing (8) are concerned, at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until the expiration of such period)deposit; (3) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the CompanyIssuer; (4) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute default under, under this Indenture or any other material agreement or instrument to which the Company is Issuer or any of its Subsidiaries are a party or by which it is the Issuer or any of its Subsidiaries are bound; (5) the Company Issuer shall have delivered to the Trustee an Opinion of Counsel from U.S. Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended; (6) in the case of an election under Section 9.29.02 above, the Company Issuer shall have delivered to the Trustee (a) an Opinion of Counsel stating that from U.S. Counsel based upon either (ix) a private ruling concerning the Company has received from, Notes or there has been a published by, ruling of the Internal Revenue Service Service, or (y) a ruling change in applicable U.S. federal income tax law since the date of this Indenture, in either case to the effect that or (ii) there has been a change in any applicable Federal income tax law with the effect that, and such opinion shall confirm that, the Holders of the outstanding Securities of such Series or Persons persons in their positions will not recognize income, gain or loss for Federal federal income tax purposes solely as a result of such Legal Defeasance and will be subject to Federal federal income tax on the same amounts, in the same manner, including as a result of prepayment, manner and at the same times as would have been the case if such Legal Defeasance had not occurred and (b) an Opinion of Counsel from Canadian counsel reasonably acceptable to the Trustee confirming that the Holders will not recognize income, gain or loss for Canadian federal, provincial or territorial income tax purposes as a result of such defeasance and will be subject to Canadian federal, provincial or territorial income tax (including withholding 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; (7) in the case of an election under Section 9.39.03 hereof, the Company Issuer shall have delivered to the Trustee an Opinion of Counsel from U.S. Counsel to the effect that the Holders of the outstanding Securities of such Series will not recognize income, gain or loss for Federal federal income tax purposes as a result of such Covenant Defeasance, 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 an Opinion of Counsel from Canadian counsel reasonably acceptable to the Trustee confirming that the Holders will not recognize income, gain or loss for Canadian federal, provincial or territorial income tax purposes as a result of such defeasance and will be subject to Canadian federal, provincial or territorial income tax (including withholding 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) the Company Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Article 9 relating to either the Legal Defeasance under Section 9.2 9.02 above or the Covenant Defeasance under Section 9.3 9.03 hereof (as the case may be) have been complied with; (9) the Company Issuer shall have delivered to the Trustee an Officers’ Certificate stating that the deposit under clause (1) was not made by the Company Issuer with the intent of preferring the Holders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any creditors of the Company Issuer or others; and; (10) the Company Issuer shall have paiddelivered to the Trustee an Opinion of Counsel to the effect after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; and (11) the Issuer shall have paid or duly provided for payment under terms mutually satisfactory to the Company Issuer and the Trustee, Trustee all amounts then due to the Trustee pursuant to Section 7.77.07 hereof. Notwithstanding the foregoing, the Opinions of Counsel required by clauses (5), (6) and (7) of this Section 9.04 need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (a) have become due and payable or (b) will become due and payable on the Maturity Date within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 9.2 9.1 or Section 9.3 9.2 to the outstanding Securities of a Series: (1) the Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 who shall agree to comply with the provisions of this Article 9 applicable to it) as funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities, (A) money in an amount, or (B) U.S. Government Obligations or Foreign Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants or investment bank expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, and accrued interest and premium, if any, on, the outstanding Securities of such Series at the Stated Maturity of such principal, interest or premium, if any, or on dates for payment and redemption of such principal, interest and premium, if any, selected in accordance with the terms of this Indenture and of the Securities of such Series; (2) no Event of Default or Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit, or shall have occurred and be continuing at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (3) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company; (4) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company is a party or by which it is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended; (64) in the case of an election under Section 9.29.1, 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 to the effect that or (ii) there has been a change in any applicable Federal income tax law with the effect that, and such opinion shall confirm that, the Holders of the outstanding Securities of such Series or Persons in their positions will not recognize income, gain or loss for Federal income tax purposes solely as a result of such Legal Defeasance and will be subject to Federal income tax on the same amounts, in the same manner, including as a result of prepayment, and at the same times as would have been the case if such Legal Defeasance had not occurred; (75) in the case of an election under Section 9.39.2, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Securities of such Series will not recognize income, gain or loss for Federal income tax purposes as a result of such 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; (8) 6) the Company shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Article 9 relating to either the Legal Defeasance under Section 9.2 9.1 or the Covenant Defeasance under Section 9.3 9.2 (as the case may be) have been complied with; (97) the Company shall have delivered to the Trustee an Officers’ Officer’s Certificate stating that the deposit under clause (1) was not made by the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (10) 8) the Company shall have paid, or duly provided for payment under terms mutually satisfactory to the Company and the Trustee, all amounts then due to the Trustee pursuant to Section 7.7.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 9.2 9.02 or Section 9.3 9.03 hereof to the outstanding Securities of a SeriesNotes: (1) the Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 hereof who shall agree to comply with the provisions of this Article 9 applicable to it) as funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the SecuritiesNotes, (A) money in an amount, or (B) U.S. Government Obligations or Foreign Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally nationally-recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, and accrued interest and premium, if any, on, and accrued interest on the outstanding Securities of such Series Notes at the Stated Maturity maturity date of such principal, interest or premium, if any, or interest, or on dates for payment and redemption of such principal, interest and premium, if any, and interest selected in accordance with the terms of this Indenture and of the Securities of such SeriesNotes; (2) no Event of Default or Default with respect to the Securities of such Series Notes shall have occurred and be continuing on the date of such deposit, or shall have occurred and be continuing at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (3) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company; (4) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute default under, under any other agreement or instrument to which the Company is a party or by which it is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended; (6) in the case of an election under Section 9.29.02 hereof, 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 to the effect that or (ii) there has been a change in any applicable Federal income tax law with the effect that, and such opinion shall confirm that, the Holders of the outstanding Securities of such Series Notes or Persons persons in their positions will not recognize income, gain or loss for Federal income tax purposes solely as a result of such Legal Defeasance and will be subject to Federal income tax on the same amounts, in the same manner, including as a result of prepayment, and at the same times as would have been the case if such Legal Defeasance had not occurred; (7) in the case of an election under Section 9.39.03 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Securities of such Series Notes will not recognize income, gain or loss for Federal income tax purposes as a result of such Covenant Defeasance, 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; (8) the Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Article 9 relating to either the Legal Defeasance under Section 9.2 9.02 hereof or the Covenant Defeasance under Section 9.3 9.03 hereof (as the case may be) have been complied with; (9) the Company shall have delivered to the Trustee an Officers’ ' Certificate stating that the deposit under clause (1) was not made by the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (10) the Company shall have paid, paid or duly provided for payment under terms mutually satisfactory to the Company and the Trustee, Trustee all amounts then due to the Trustee pursuant to Section 7.77.07 hereof.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 9.2 7.2 or Section 9.3 7.3 hereof to the outstanding Securities of a SeriesNotes: In order to exercise either legal defeasance or covenant defeasance with respect to the Notes: (1) the Company shall irrevocably have deposited or caused to be deposited deposits in trust (the “defeasance trust”) with the Trustee (money or another trustee satisfying the requirements of Section 7.10 who shall agree to comply with the provisions of this Article 9 applicable to it) as funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities, (A) money in an amount, or (B) U.S. Government Obligations or Foreign Government Obligations which through for the scheduled payment of principal principal, premium, if any, and interest in respect thereof in accordance with their terms will provideon the Notes to redemption or maturity, not later than as the due date of any payment, money in an amount, or case may be; (C2) the Company delivers to the Trustee a combination thereof, sufficient, in the opinion of certificate from a nationally recognized firm of independent public accountants expressed expressing their opinion (or if nationally recognized independent accounting firms no longer routinely express such opinions, a certificate from the chief financial officer of the Company expressing his or her opinion) that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment shall provide cash at such times and in a written certification thereof delivered to the Trustee, such amounts as shall be sufficient to pay and dischargeprincipal, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, and accrued interest and premium, if any, onand interest when due on all the Notes to maturity or redemption, as the outstanding Securities of such Series at the Stated Maturity of such principal, interest or premium, if any, or on dates for payment and redemption of such principal, interest and premium, if any, selected in accordance with the terms of this Indenture and of the Securities of such Seriescase may be; (23) no Default or Event of Default or Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit (other than Defaults and Events of Default arising out of the incurrence of Indebtedness used to fund such deposit, or shall have occurred and be continuing at any time during the period ending on the 91st day after the date of such deposit ) or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable with respect to the Company in respect under Section 6.1(a)(7), on the 123rd day after such date of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (3) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Companydeposit; (4) such Legal Defeasance legal defeasance or Covenant Defeasance covenant defeasance shall not result in a breach or violation of, or constitute default a Default under, the Indenture or any other material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which it the Company or any of its Subsidiaries is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel stating (subject to customary assumptions and exclusions) to the effect that, as a result assuming no intervening bankruptcy of such Legal Defeasance or Covenant Defeasancethe Company between the date of deposit and the 123rd day following the deposit and that no Holder of the Notes is an insider of the Company within the meaning of the Bankruptcy Law, neither after the 123rd day following the deposit, the trust nor funds shall not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ right generally; (6) the Company delivers to the Trustee will be required an Opinion of Counsel (subject to register as an customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940, as amended; (67) in the case of an election under Section 9.2legal defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in the United States stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling to the effect that ruling, or (ii) since the date of the Indenture there has been a change in any the applicable Federal income tax law with law, in either case to the effect that, and based thereon such opinion Opinion of Counsel shall confirm that, the Holders of the outstanding Securities of such Series or Persons in their positions will not recognize income, gain or loss for Federal income tax purposes solely as a result of such Legal Defeasance and will be subject to Federal income tax on the same amounts, in the same manner, including as a result of prepayment, and at the same times as would have been the case if such Legal Defeasance had not occurred; (7) in the case of an election under Section 9.3, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Securities of such Series will not recognize income, gain or loss for Federal income tax purposes as a result of such Covenant Defeasance, defeasance and will shall be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance legal defeasance had not occurred; (8) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in the United States to the effect that the Holders shall not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and Covenant Defeasance and shall be subject to Federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and Covenant Defeasance had not occurred; and (9) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each together stating that all conditions precedent provided for in to the defeasance and discharge of the Notes and the Indenture as contemplated by this Article 9 relating to either the Legal Defeasance under Section 9.2 or the Covenant Defeasance under Section 9.3 (as the case may be) VII have been complied with; (9) . Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company shall have delivered to terminates. Notwithstanding the Trustee an Officers’ Certificate stating that provisions of Sections 7.2, 7.3 and 7.4 of this Supplemental Indenture, the deposit under clause (1) was not made by the Company with the intent of defeatingCompany’s obligations in Sections 2.4, hindering2.5, delaying or defrauding any creditors 2.6, 2.7, 7.1, 7.2, 7.7, 7.8 of the Company or others; and (10) Base Indenture, Section 7.5 of this Supplemental Indenture, Sections 8.2 and 8.5 of the Company Indenture shall survive until the Notes have paidbeen paid in full. Thereafter, or duly provided for payment under terms mutually satisfactory to the Company Company’s and the TrusteeSubsidiary Guarantors’ obligations in Sections 7.7, all amounts then due to 8.2 and 8.5 of the Trustee pursuant to Section 7.7Base Indenture shall survive.”

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 9.2 9.02 or Section 9.3 9.03 hereof to the outstanding Securities of a SeriesNotes: (1) the Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 who shall agree to comply with the provisions of this Article 9 applicable to it) as funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the SecuritiesNotes, (A) money in an amount, or (B) U.S. Government Obligations or Foreign Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally nationally-recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, discharge the principal of, and accrued interest and premium, if any, onand accrued and unpaid interest on the Notes, the outstanding Securities of such Series at the Stated Maturity maturity date of such principal, interest or premium, if any, or interest, or on dates for payment and redemption of such principal, interest and premium, if any, and interest selected in accordance with the terms of this Indenture and of the Securities Notes; PROVIDED that the Trustee -80- shall have been irrevocably instructed in writing to apply such money or the proceeds of such SeriesU.S. Government Obligations to the payment of such principal, premium, if any, and interest with respect to the Notes; (2) no Event of Default or Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit, or shall have occurred and be continuing at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (3) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company; (4) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute default under, any other agreement or instrument to which the Company is a party or by which it is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended; (6) in the case of an election under Section 9.29.02 hereof, 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 or Canada Customs and Revenue Agency a ruling to the effect that or (iiB) the applicable U.S. federal or Canadian income tax law provides or there has been a change in any applicable Federal U.S. federal or Canadian income tax law with law, in either case, to the effect that, and such opinion Opinion of Counsel shall confirm that, the Holders of the outstanding Securities of such Series or Persons in their positions Notes will not recognize income, gain or loss for Federal U.S. federal and Canadian income tax purposes solely as a result of such Legal Defeasance and will be subject to Federal U.S. federal and Canadian income tax on the same amounts, in the same manner, including as a result of prepayment, manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (73) in the case of an election under Section 9.39.03 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Securities of such Series Notes will not recognize income, gain or loss for Federal both U.S. federal and Canadian income tax purposes as a result of such Covenant Defeasance, Defeasance and will be subject to Federal U.S. federal and Canadian 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; (8) 4) no Event of Default or Default (or an event which with notice or lapse of time or both would become a Default or Event of Default) with respect to the Notes shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the incurrence of Debt the proceeds of which will be used to defease the Notes pursuant to this Article Nine concurrently with such incurrence) or insofar as clause (6) or (7) of Section 6.01 hereof are concerned, at any time in the period ending on the 91st day after the date of such deposit; (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under this Indenture or any other material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (6) the Company shall have delivered to the Trustee an Officers’ ' Certificate stating that the deposit under clause (1) of this Section 9.04 was not made by the Company with the intent of preferring the Holders of the Notes over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others; (7) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Article 9 relating to either the Legal Defeasance under Section 9.2 9.02 hereof or the Covenant Defeasance under Section 9.3 (9.03 hereof, as the case may be) , have been complied with; (9) 8) the Company shall have delivered to the Trustee an Officers’ Certificate stating that Opinion of Counsel to the effect that, after the passage of 123 days following the deposit under clause (1) was except, with respect to any trust funds for the account of any Holder who may be deemed to be an "insider" for purposes of the United States Bankruptcy Code, after one year following the deposit), the trust funds will not made be subject to the effect of Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law in a case commenced by or against the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or othersunder either such statute; and (109) the Company shall have paid, paid or duly provided for payment under terms mutually satisfactory to the Company and the Trustee, Trustee all amounts then due to the Trustee pursuant to Section 7.77.07 hereof.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 9.2 or Section 9.3 hereof to the outstanding Securities of a SeriesSenior Notes: (1) the Company Issuer shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 hereof who shall agree to comply with the provisions of this Article 9 applicable to it) as funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the SecuritiesSenior Notes, (A) money in an amount, or (B) U.S. Government Obligations or Foreign Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally nationally-recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, of and accrued interest and premium, if any, on, on the outstanding Securities Senior Notes at the maturity date of such Series at the Stated Maturity of such principal, interest principal or premium, if anyinterest, or on dates for payment and redemption of such principal, principal and interest and premium, if any, selected in accordance with the terms of this Indenture and of the Securities of such SeriesSenior Notes; (2) no Event of Default or Default with respect to the Securities of such Series Senior Notes shall have occurred and be continuing on the date of such deposit, or shall have occurred and be continuing at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law Code applicable to the Company Issuer in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (3) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company; (4) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute default under, under any other agreement or instrument to which the Company Issuer is a party or by which it is bound; (54) the Company Issuer shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended; (65) in the case of an election under Section 9.29.2 above, 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 to the effect that or (ii) there has been a change in any applicable Federal income tax law with the effect that, and such opinion shall confirm that, the Holders of the outstanding Securities of such Series Senior Notes or Persons persons in their positions will not recognize income, gain or loss for Federal income tax purposes solely as a result of such Legal Defeasance and will be subject to Federal income tax on the same amounts, in the same manner, including as a result of prepayment, and at the same times as would have been the case if such Legal Defeasance had not occurred; (76) in the case of an election under Section 9.39.3 hereof, the Company Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Securities of such Series Senior Notes will not recognize income, gain or loss for Federal income tax purposes as a result of such Covenant Defeasance, 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; (8) 7) the Company Issuer shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that (a) all conditions precedent provided for in this Article 9 relating to either the Legal Defeasance under Section 9.2 above or the Covenant Defeasance under Section 9.3 hereof (as the case may be) have been complied with;with and (b) if any other Indebtedness of the Issuer shall then be outstanding, such legal defeasance or covenant defeasance will not violate the provisions of the agreements or instruments evidencing such Indebtedness; and (9) 8) the Company Issuer shall have delivered to the Trustee an Officers’ ' Certificate stating that the deposit under clause (1) was not made by the Company Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Company Issuer or others; and (10) the Company shall have paid, or duly provided for payment under terms mutually satisfactory to the Company and the Trustee, all amounts then due to the Trustee pursuant to Section 7.7.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 9.2 1302 or Section 9.3 1303 to the outstanding Securities of a SeriesOutstanding Notes: (1) the The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 608 who shall agree to comply with the provisions of this Article 9 Thirteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securitiessuch Notes, (A1) money an amount in an amountDollars, or (B2) U.S. Government Obligations or Foreign Government Obligations Securities applicable to such Notes which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any paymentpayment of principal of (and premium, if any) and interest, if any, on such Notes, money in an amount, or (C3) a combination thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally nationally-recognized firm of independent public accountants accountants, investment bank, or appraisal firm expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (y) the principal of, and accrued interest of (and premium, if any) and interest, onif any, the outstanding Securities of on such Series at Outstanding Notes on the Stated Maturity of such principal, principal or installment of principal or interest or premiumthe applicable Redemption Date, if anyas the case may be, and (z) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Notes on dates for payment the day on which such payments are due and redemption of such principal, interest and premium, if any, selected payable in accordance with the terms of this Indenture and of the Securities of such Series;Notes. (2) no Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which any of them is bound. (3) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to the Securities of such Series Notes shall have occurred and be continuing on the date of such deposit, and, solely in the case of defeasance under Section 1302, no Event of Default with respect to such Notes under clause (6) or (7) of Section 501 or event which with notice or lapse of time or both would become an Event of Default with respect to such Notes under clause (6) or (7) of Section 501 shall have occurred and be continuing at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition to defeasance under Section 1302 shall not be deemed satisfied until the expiration of such period); (3) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company;. (4) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute default under, any other agreement or instrument to which the Company is a party or by which it is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended; (6) in In the case of an election under defeasance pursuant to Section 9.21302, the Company shall have delivered to the Trustee an Opinion opinion of Counsel independent counsel, appointed by the Company at its expense, stating that (ix) the Company has received from, or there has been published by, the Internal Revenue Service a ruling to the effect that ruling, or (iiy) since the date of this Indenture there has been a change in any applicable Federal federal income tax law with law, in either case to the effect that, and based thereon such opinion of independent counsel shall confirm that, the Holders of the outstanding Securities and beneficial owners of such Series or Persons in their positions Outstanding Notes will not recognize income, gain or loss for Federal income tax purposes solely as a result of such Legal Defeasance and will be subject to Federal income tax on the same amounts, in the same manner, including as a result of prepayment, and at the same times as would have been the case if such Legal Defeasance had not occurred; (7) in the case of an election under Section 9.3, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Securities of such Series will not recognize income, gain or loss for Federal federal income tax purposes as a result of such Covenant Defeasance, 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 defeasance had not occurred;; or, in the case of covenant defeasance pursuant to Section 1303, the Company shall have delivered to the Trustee an opinion of independent counsel to the effect that the Holders and beneficial owners of such Outstanding 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, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred. (8) the 5) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Article 9 relating to either the Legal Defeasance under Section 9.2 defeasance or the Covenant Defeasance under Section 9.3 (covenant defeasance, as the case may be) , under this Indenture have been complied with;. (96) If the monies or Government Securities or combination thereof, as the case may be, deposited under clause (a) above are sufficient to pay the principal of, and premium, if any, and interest, if any, on such Notes provided such Notes are redeemed on a particular Redemption Date, the Company shall have delivered to given the Trustee an Officers’ Certificate stating that the deposit under clause irrevocable instructions to redeem such Notes on such date and to provide notice of such redemption to Holders as provided in or pursuant to this Indenture. (17) was not made by Notwithstanding any other provisions of this Section 1301(4), such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (10) the Company shall have paid, or duly provided for payment under terms mutually satisfactory to the Company and the Trustee, all amounts then due to the Trustee in connection therewith pursuant to Section 7.7301.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 9.2 13.02 or Section 9.3 13.03 to the outstanding then Outstanding Securities of a Seriesany series: (1) the The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 6.09 who shall agree to comply with the provisions of this Article 9 Thirteen applicable to it) as trust funds in trust for the purpose of making the following payments, payments specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the SecuritiesSecurities of such series, (A) money in an amount, or (B) U.S. Government Obligations or Foreign Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm expressed in a written certification thereof delivered to the Trustee, (if such firms at such time customarily deliver such certifications, and, if not, such certification may be from the principal financial officer of the Company), to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, and accrued interest and premium, if any, on, and each installment of interest on and any Additional Amounts with respect to the outstanding Securities of such Series at series on the Stated Maturity of such principal, principal or installment of interest or premium, if any, or on dates for payment and redemption of such principal, interest and premium, if any, selected in accordance with the terms of this Indenture and of the Securities of such Series;series. (2) no Event of Default or Default with respect to In the Securities of such Series shall have occurred and be continuing on the date of such deposit, or shall have occurred and be continuing at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (3) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company; (4) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute default under, any other agreement or instrument to which the Company is a party or by which it is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended; (6) in the case event of an election under to have Section 9.213.02 apply to any Securities or any series of Securities, as the case may be, 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 to the effect that ruling, or (iiy) since the date of this Indenture there has been a change in any the applicable Federal income tax law with law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of the outstanding Outstanding Securities of such Series or Persons in their positions series will not recognize income, gain or loss for Federal income tax purposes solely as a result of such Legal Defeasance deposit, defeasance and discharge and will be subject to Federal income tax on the same amountsamount, in the same manner, including as a result of prepayment, manner and at the same times as would have been the case if such Legal Defeasance deposit, defeasance and discharge had not occurred; (73) in In the case event of an election under to have Section 9.313.03 apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Outstanding Securities of such Series series will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and Covenant Defeasance, 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 Covenant Defeasance had not occurred; (8) the 4) The Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each together stating that all conditions precedent provided for in this Article 9 relating to either the Legal Defeasance under Section 9.2 13.02 or the Covenant Defeasance under Section 9.3 13.03 (as the case may be) have been complied with; (95) Such Legal Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company as defined in the Investment Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit under clause (1) was not made by the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (10) the Company shall have paidAct, or duly provided for payment such trust shall be qualified under terms mutually satisfactory to the Company and the Trustee, all amounts then due to the Trustee pursuant to Section 7.7.such act or exempt from regulation thereunder;

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 9.2 1302 or Section 9.3 1303 to the outstanding Securities of a SeriesOutstanding Notes: (1) the Company The Issuers shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee Trustee satisfying the requirements of Section 7.10 608 who shall agree to comply with the provisions of this Article 9 Thirteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securitiessuch Notes, (A1) money an amount in an amountU.S. Dollars, or (B2) U.S. Government Obligations or Foreign Government Obligations applicable to such Notes which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any paymentpayment of principal of (and premium, if any) and interest, if any, on such Notes, money in an amount, or (C3) a combination thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally nationally-recognized firm of independent public accountants accountants, investment bank or appraisal firm expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, and accrued interest of (and premium, if any, on, the outstanding Securities of ) and interest on such Series at Outstanding Notes on the Stated Maturity of such principal, interest principal (or premium, if any) or installment of interest or the applicable Redemption Date, or on dates for payment and redemption of such principal, interest and premium, if any, selected in accordance with as the terms of this Indenture and of the Securities of such Series;case may be. (2) no Such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuers or any of their Subsidiaries is a party or by which any of them is bound. (3) No Event of Default or Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit, and, solely in the case of Legal Defeasance under Section 1302, no Event of Default or Default under clause (5) or (6) of Section 501 shall have occurred and be continuing at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition to Legal Defeasance under Section 1302 shall not be deemed satisfied until the expiration of such period); (3) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company;. (4) such In the case of Legal Defeasance or Covenant Defeasance shall not result in a breach or violation ofpursuant to Section 1302, or constitute default under, any other agreement or instrument to which the Company is a party or by which it is bound; (5) the Company Issuers shall have delivered to the Trustee an Opinion opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended; (6) independent counsel in the case of an election under Section 9.2United States, appointed by the Company shall have delivered to the Trustee an Opinion of Counsel Issuers at their expense, stating that (ix) the Company has Issuers have received from, or there has been published by, the Internal Revenue Service a ruling to the effect that ruling, or (iiy) since the date of this Indenture there has been a change in any applicable Federal federal income tax law with law, in either ease to the effect that, and based thereon such opinion of independent counsel shall confirm that, the Holders of the outstanding Securities beneficial owners of such Series or Persons in their positions Outstanding Notes will not recognize income, gain or loss for Federal federal income tax purposes solely as a result of such Legal Defeasance and will be subject to Federal federal income tax on the same amounts, in the same manner, including as a result of prepayment, manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (7) ; or, in the case of an election under Covenant Defeasance pursuant to Section 9.31303, the Company Issuers shall have delivered to the Trustee an Opinion opinion of Counsel independent counsel in the United States to the effect that the Holders of the outstanding Securities beneficial owners of such Series Outstanding Notes will not recognize income, gain or loss for Federal federal income tax purposes as a result of such Covenant Defeasance, 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;. (8) the Company 5) The Issuers shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Article 9 relating to either the Legal Defeasance under Section 9.2 or the Covenant Defeasance under Section 9.3 (Defeasance, as the case may be) , under this Indenture have been complied with;. (96) If the Company shall have delivered to money or Government Obligations or combination thereof, as the Trustee an Officers’ Certificate stating that the deposit case may be, deposited under clause (1a) was not made by above is sufficient to pay the Company with principal of, and premium, if any, and interest on the intent of defeatingOutstanding Notes provided such Notes are redeemed on a particular Redemption Date, hindering, delaying or defrauding any creditors of the Company or others; and (10) the Company Issuers shall have paid, or duly provided for payment under terms mutually satisfactory to the Company and the Trustee, all amounts then due to given the Trustee irrevocable instructions to redeem such Notes on such date and to provide notice of such redemption to Holders as provided in or pursuant to Section 7.7this Indenture.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 9.2 13.02 or Section 9.3 13.03 to the outstanding then Outstanding Securities of a Seriesany series: (1) the The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 6.09 who shall agree to comply with the provisions of this Article 9 Thirteen applicable to it) as trust funds in trust for the purpose of making the following payments, payments specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the SecuritiesSecurities of such series, (A) money in an amount, or (B) U.S. Government Obligations or Foreign Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm expressed in a written certification thereof delivered to the Trustee, (if such firms at such time customarily deliver such certifications, and, if not, such certification may be from the principal financial officer of the Company), to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, and accrued interest and premium, if any, on, and each installment of interest on and any Additional Amounts with respect to the outstanding Securities of such Series at series on the Stated Maturity of such principal, principal or installment of interest or premium, if any, or on dates for payment and redemption of such principal, interest and premium, if any, selected in accordance with the terms of this Indenture and of the Securities of such Seriesseries; (2) no No Default or Event of Default or Default with respect to the Securities of such Series series shall have occurred and be continuing on the date of such deposit, or shall have occurred and be continuing at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (3) such Legal Defeasance or Covenant Defeasance Such deposit and discharge shall not cause the Trustee to have a conflicting interest for purposes as defined in Section 310(b) of the TIA with respect to any securities of the CompanyTrust Indenture Act; (4) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute default under, any other agreement or instrument to which In the Company is a party or by which it is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended; (6) in the case event of an election under to have Section 9.213.02 apply to any Securities or any series of Securities, as the case may be, 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 to the effect that ruling, or (iiy) since the date of this Indenture there has been a change in any the applicable Federal income tax law with law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of the outstanding Outstanding Securities of such Series or Persons in their positions series will not recognize income, gain or loss for Federal income tax purposes solely as a result of such Legal Defeasance deposit, defeasance and discharge and will be subject to Federal income tax on the same amountsamount, in the same manner, including as a result of prepayment, manner and at the same times as would have been the case if such Legal Defeasance deposit, defeasance and discharge had not occurred; (75) in In the case event of an election under to have Section 9.313.03 apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Outstanding Securities of such Series series will not recognize income, gain or loss for Federal income tax purposes as a result of such Covenant Defeasance, 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 deposit and covenant defeasance had not occurred; (8) the 6) The Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each together stating that all conditions precedent provided for in this Article 9 relating to either the Legal Defeasance legal defeasance under Section 9.2 13.02 or the Covenant Defeasance covenant defeasance under Section 9.3 13.03 (as the case may be) have been complied with; (97) Such legal defeasance or covenant defeasance shall not result in the trust arising from such deposit constituting an investment company as defined in the Investment Company Act, or such trust shall have delivered to the Trustee an Officers’ Certificate stating that the deposit be qualified under clause (1) was not made by the Company with the intent of defeating, hindering, delaying such act or defrauding any creditors of the Company or othersexempt from regulation thereunder; and (108) At the time of such deposit, (A) no default in the Company payment of any principal of or premium or interest on any Senior Indebtedness shall have paidoccurred and be continuing, (B) no event of default with respect to any Senior Indebtedness shall have resulted in such Senior Indebtedness becoming, and continuing to be, due and payable prior to the date on which it would otherwise have become due and payable (unless payment of such Senior Indebtedness has been made or duly provided for payment under terms mutually satisfactory for), and (C) no other event of default with respect to any Senior Indebtedness shall have occurred and be continuing permitting (after notice or lapse of time or both) the holders of such Senior Indebtedness (or a trustee on behalf of such holders) to declare such Senior Indebtedness due and payable prior to the Company date on which it would otherwise have become due and payable or; in the Trusteecase of either clause (A), all amounts then due (B) or (C) above, each such default or event of default shall have been cured or waived or shall have ceased to the Trustee pursuant to Section 7.7exist.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 9.2 9.02 or Section 9.3 9.03 hereof to the outstanding Securities of a SeriesSecurities: (1) the Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 who shall agree to comply with 74 -67- the provisions of this Article 9 Nine applicable to it) as funds in trust (the "defeasance trust") for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities, (A) money in an amount, or (B) U.S. Government Obligations or Foreign Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally nationally-recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, and accrued interest of and premium, if any, onand accrued interest and Liquidated Damages, if any, on the outstanding Securities on the Final Maturity Date of such Series at the Stated Maturity principal of such principal, interest or premium, if any, or interest, and Liquidated Damages, if any, or on dates for payment and redemption of such principalprincipal and premium, if any, and interest and premiumLiquidated Damages, if any, selected in accordance with the terms of this Indenture and of the Securities of such SeriesSecurities; (2) no Event of Default or Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit, or shall have occurred and be continuing at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (3) such Legal Defeasance Option or Covenant Defeasance Option shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company; (4) such Legal Defeasance Option or Covenant Defeasance Option shall not result in a breach or violation of, or constitute default under, under any other agreement agreement, including without limitation the Credit Agreement, or instrument to which the Company is a party or by which it is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance Option or Covenant DefeasanceDefeasance Option, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended; (6) in the case of an election under Section 9.29.02 above, 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 to the effect that or (ii) there has been a change in any applicable Federal federal income tax law with the effect that, and such opinion shall confirm that, the Holders of the outstanding Securities of such Series or Persons in their positions will not recognize income, gain or loss for Federal federal income tax purposes solely as a result of such deposit in the defeasance trust or the exercise of the Legal Defeasance Option and will be subject to Federal federal income tax on the same amounts, in the same manner, including as a result of prepayment, and at the same times as would have been the case if such Legal Defeasance had not occurred; (7) in the case of an election under Section 9.3, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Securities of such Series will not recognize income, gain or loss for Federal income tax purposes as a result of such 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 deposit in the defeasance trust or the exercise of the Legal Defeasance Option had not occurred; (7) Option and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit in the defeasance trust or the exercise of the Covenant Defeasance Option had not occurred; (8) the Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Article 9 relating to either the Legal Defeasance Option under Section 9.2 9.02 or the Covenant Defeasance Option under Section 9.3 9.03 (as the case may be) have been complied with; (9) the Company shall have delivered to the Trustee an Officers’ ' Certificate stating that the deposit under clause (1) was not made by the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (10) the Company shall have paid, paid or duly provided for payment under terms mutually satisfactory to the Company and the Trustee, Trustee all amounts then due to the Trustee pursuant to Section 7.77.07 hereof.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 9.2 8.01(b) or Section 9.3 8.01(c) to the outstanding Securities of a SeriesNotes: In order to exercise either Legal Defeasance or Covenant Defeasance: (1A) the Company shall irrevocably have deposited or caused to be has deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 who shall agree to comply with the provisions of this Article 9 applicable to it) as funds Trustee, in trust for the purpose of making the following paymentstrust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities, (A) money in an amount, or (B) and/or U.S. Government Obligations or Foreign Government Obligations which that through the scheduled payment of interest and principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, provide money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, amount sufficient to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, and accrued interest and premium, if any, on, and accrued interest on the outstanding Securities of such Series at Notes on the Stated Maturity of such principal, interest or premium, if any, or on dates for payment and redemption of such principal, interest and premium, if any, selected payments in accordance with the terms of this Indenture and of the Securities of such SeriesNotes; (2) no Event of Default or Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit, or shall have occurred and be continuing at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (3) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company; (4) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute default under, any other agreement or instrument to which the Company is a party or by which it is bound; (5B) the Company shall have has delivered to the Trustee an Opinion of Counsel stating (which Opinion of Counsel may be subject to customary assumptions, qualifications and exclusions) to the effect that, as a result of such the Company’s exercise of its option under Section 8.01(b) to effect a Legal Defeasance or under Section 8.01(c) to effect a Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended; (6) in the case of an election under Section 9.2, 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 to the effect that or (ii) there has been a change in any applicable Federal income tax law with the effect that, and such opinion shall confirm that, the Holders of the outstanding Securities of such Series or Persons in their positions will not recognize income, gain or loss for Federal federal income tax purposes solely as a result of such Legal Defeasance and will be subject to Federal federal income tax on the same amounts, in the same manner, including as a result of prepayment, amount and at the same times as would have been the case if such Legal Defeasance had not occurred; (7) in the case of an election under Section 9.3, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Securities of such Series will not recognize income, gain or loss for Federal income tax purposes as a result of such 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 deposit, defeasance and discharge had not occurred; (8) the Company shall have delivered to the Trustee an Officers’ Certificate and an , which Opinion of Counsel, in the case of a Legal Defeasance, must be based upon either (i) a statute that is enacted, a Treasury regulation that is promulgated and becomes effective or a revenue ruling that is published, after, in each stating case, the Closing Date or (ii) a private letter ruling directed to the Trustee received from the Internal Revenue Service, which, in the case of each authority described in clause (i) or (ii), provides that all conditions precedent provided in circumstances comparable to a Legal Defeasance no tax consequences will arise for in this Article 9 relating to either the Holders as a result of the Legal Defeasance under Section 9.2 or the Covenant Defeasance under Section 9.3 (as the case may be) have been complied withDefeasance; (9C) immediately after giving effect to such deposit on a pro forma basis, no Event of Default, or event that after the giving of notice or lapse of time or both would become an Event of Default, shall have occurred and be continuing on the date of such deposit, and such deposit shall not result in a breach or violation of, or constitute a default under, any other material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; and (D) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit under clause (1) was not made by the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or any Subsidiary Guarantors or others; and (10) the Company shall have paid, or duly provided for payment under terms mutually satisfactory to the Company and the Trustee, all amounts then due to the Trustee pursuant to Section 7.7.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 9.2 9.02 or Section 9.3 9.03 hereof to the outstanding Securities of a SeriesNotes: (1) the Company Issuer shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 hereof who shall agree to comply with the provisions of this Article 9 applicable to it) as funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the SecuritiesNotes, (A) money in an amount, U.S. dollars or (B) U.S. Government Obligations or Foreign Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms terms, will provide, not later than one day before the due date of any paymentpayment on the Notes, money in an amountU.S. dollars, or (C) a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally nationally-recognized firm of independent public accountants reasonably satisfactory to the Trustee and expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, discharge the principal of, and accrued interest and premium, if any, on, and accrued interest on the outstanding Securities of such Series Notes at the Stated Maturity maturity date of such principal, interest or premium, if any, or interest, or on dates for payment and redemption of such principal, interest and premium, if any, and interest selected in accordance with the terms of this Indenture and of the Securities Notes; provided that the Trustee shall have been irrevocably instructed in writing to apply such money or the proceeds of such SeriesGovernment Obligations to the payment of such principal, premium, if any, and interest with respect to the Notes; (2) no Event of Default or Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such depositdeposit or, insofar as Events of Default specified in Section 6.01(7) or shall have occurred and be continuing (8) are concerned, at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until the expiration of such period)deposit; (3) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the CompanyIssuer; (4) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute default under, under this Indenture or any other material agreement or instrument to which the Company is Issuer or any of its Subsidiaries are a party or by which it is the Issuer or any of its Subsidiaries are bound; (5) the Company Issuer shall have delivered to the Trustee an Opinion of Counsel from U.S. Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended; (6) in the case of an election under Section 9.29.02 above, the Company Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (i) from U.S. counsel describing either a private ruling concerning the Company has received from, Notes or there has been a published by, ruling of the Internal Revenue Service a ruling Service, to the effect that or (ii) there has been a change in any applicable Federal income tax law with the effect that, and such opinion shall confirm that, the Holders of the outstanding Securities of such Series or Persons persons in their positions will not recognize income, gain or loss for Federal federal income tax purposes solely as a result of such Legal Defeasance and will be subject to Federal federal income tax on the same amounts, in the same manner, including as a result of prepayment, and at the same times as would have been the case if such Legal Defeasance had not occurred and an Opinion of Counsel from Canadian counsel reasonably acceptable to the Trustee confirming that the Holders will not recognize income, gain or loss for Canadian federal, provincial or territorial income tax purposes as a result of such defeasance and will be subject to Canadian federal, provincial or territorial income tax (including withholding 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; (7) in the case of an election under Section 9.39.03 hereof, the Company Issuer shall have delivered to the Trustee an Opinion of Counsel from U.S. counsel describing either a private ruling concerning the Notes or a published ruling of the Internal Revenue Service, to the effect that the Holders of the outstanding Securities of such Series will not recognize income, gain or loss for Federal federal income tax purposes as a result of such Covenant Defeasance, 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 an Opinion of Counsel from Canadian counsel reasonably acceptable to the Trustee confirming that the Holders will not recognize income, gain or loss for Canadian federal, provincial or territorial income tax purposes as a result of such defeasance and will be subject to Canadian federal, provincial or territorial income tax (including withholding 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) the Company Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Article 9 relating to either the Legal Defeasance under Section 9.2 9.02 above or the Covenant Defeasance under Section 9.3 9.03 hereof (as the case may be) have been complied with; (9) the Company Issuer shall have delivered to the Trustee an Officers’ Certificate stating that the deposit under clause (1) was not made by the Company Issuer with the intent of preferring the Holders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any creditors of the Company Issuer or others; and; (10) the Company Issuer shall have paiddelivered to the Trustee an Opinion of Counsel to the effect after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; and (11) the Issuer shall have paid or duly provided for payment under terms mutually satisfactory to the Company Issuer and the Trustee, Trustee all amounts then due to the Trustee pursuant to Section 7.77.07 hereof. Notwithstanding the foregoing, the Opinions of Counsel required by clauses (5), (6) and (7) of this Section 9.04 need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (a) have become due and payable or (b) will become due and payable on the Maturity Date within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 9.2 or Section 9.3 hereof to the outstanding Securities of a Series: (1) the Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 hereof who shall agree to comply with the provisions of this Article 9 applicable to it) as funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities, (A) money in an amount, or (B) U.S. Government Obligations or Foreign Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally nationally-recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, and accrued interest and premium, if any, on, and accrued interest on the outstanding Securities of such Series at the Stated Maturity maturity date of such principal, interest or premium, if any, or interest, or on dates for payment and redemption of such principal, interest and premium, if any, and interest selected in accordance with the terms of this Indenture and of the Securities of such Series; (2) no Event of Default or Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit, or shall have occurred and be continuing at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (3) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company; (4) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute default under, under any other agreement or instrument to which the Company is a party or by which it is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended; (6) in the case of an election under Section 9.2, 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 to the effect that or (ii) there has been a change in any applicable Federal income tax law with the effect that, and such opinion shall confirm that, the Holders of the outstanding Securities of such Series or Persons in their positions will not recognize income, gain or loss for Federal income tax purposes solely as a result of such Legal Defeasance and will be subject to Federal income tax on the same amounts, in the same manner, including as a result of prepayment, and at the same times as would have been the case if such Legal Defeasance had not occurred; (7) in the case of an election under Section 9.3, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Securities of such Series will not recognize income, gain or loss for Federal income tax purposes as a result of such 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; (8) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Article 9 relating to either the Legal Defeasance under Section 9.2 or the Covenant Defeasance under Section 9.3 (as the case may be) have been complied with; (9) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit under clause (1) was not made by the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (10) the Company shall have paid, or duly provided for payment under terms mutually satisfactory to the Company and the Trustee, all amounts then due to the Trustee pursuant to Section 7.7.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 9.2 9.02 or Section 9.3 9.03 hereof to the outstanding Securities of a SeriesNotes: (1i) the Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 hereof who shall agree to comply with the provisions of this Article 9 applicable to it) as funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the SecuritiesNotes, (Aa) money in an amount, or (Bb) U.S. Government Obligations or Foreign Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (Cc) a combination thereof, sufficient, in the opinion of a nationally nationally-recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, and accrued interest and premium, if any, on, and accrued interest on the outstanding Securities of such Series Notes at the Stated Maturity maturity date of such principal, interest or premium, if any, or interest, or on dates for payment and redemption of such principal, interest and premium, if any, and interest selected in accordance with the terms of this Indenture and of the Securities of such SeriesNotes; (2ii) no Event of Default or Default with respect to the Securities of such Series Notes shall have occurred and be continuing on the date of such deposit, or shall have occurred and be continuing at any time during the period ending on the 91st day after the date of such 70 deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (3iii) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company; (4iv) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute default under, under any other agreement or instrument to which the Company is a party or by which it is bound; (5v) the Company shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended; (6vi) in the case of an election under Section 9.29.02 above, 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 to the effect that or (iib) there has been a change in any applicable Federal income tax law with the effect that, and such opinion shall confirm that, the Holders of the outstanding Securities of such Series Notes or Persons persons in their positions will not recognize income, gain or loss for Federal income tax purposes solely as a result of such Legal Defeasance and will be subject to Federal income tax on the same amounts, in the same manner, including as a result of prepayment, and at the same times as would have been the case if such Legal Defeasance had not occurred; (7vii) in the case of an election under Section 9.39.03 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Securities of such Series Notes will not recognize income, gain or loss for Federal income tax purposes as a result of such Covenant Defeasance, 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; (8) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Article 9 relating to either the Legal Defeasance under Section 9.2 or the Covenant Defeasance under Section 9.3 (as the case may be) have been complied with; (9viii) the Company shall have delivered to the Trustee an Officers’ ' Certificate stating that the deposit under clause (1i) was not made by the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and; (10ix) the Company shall have paid, paid or duly provided for payment under terms mutually satisfactory to the Company and the Trustee, Trustee all amounts then due to the Trustee pursuant to Section 7.77.07 hereof; and (x) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel (to the extent matters of law are involved), each stating that (a) all conditions precedent herein provided for relating to either the legal defeasance under paragraph 9.02 above or the covenant defeasance under paragraph 9.03 above, as 71 the case may be, have been complied with and (b) if any other Indebtedness of the Company shall then be outstanding or committed, such legal defeasance or covenant defeasance will not violate the provisions of the agreements or instruments evidencing such Indebtedness.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 9.2 12.02 or Section 9.3 12.03 to the outstanding Securities of a Seriessuch series Outstanding: (1) the The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 6.07 who shall agree to comply with the provisions of this Article 9 Twelve applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the such Securities, (A) money in an amount, or (B) U.S. Government Obligations or Foreign Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, and accrued interest of (and premium, if any, on, the outstanding ) and interest on such Securities of such Series at on the Stated Maturity (or Redemption Date, if applicable) of such principal, interest or premium, if any, or on dates for payment and redemption of such principal, interest principal (and premium, if any) or installment of interest; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such U. S. Government Obligations to said payments with respect to such Securities. Before or after such a deposit, selected the Company may give to the Trustee, in accordance with the terms Section 11.03 hereof, a notice of this Indenture and of the Securities its election to redeem all of such Series;Securities at a future date in accordance with Article Eleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (2) no No Default or Event of Default or Default with respect to the such Securities of such Series shall have occurred and be continuing on the date of such depositdeposit or, or shall have occurred insofar as paragraphs (5) and be continuing (6) of Section 5.01 hereof are concerned, at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until the expiration of such period);. (3) such Legal Defeasance Such legal defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company; (4) such Legal Defeasance or Covenant Defeasance covenant defeasance shall not result in a breach or violation of, or constitute a default under, under any other material agreement or instrument to which the Company is a party or by which it is bound;. (54) the Company shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended; (6) in In the case of an election under Section 9.212.02, 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 to the effect that ruling, or (iiy) since the date of this Indenture, there has been a change in any the applicable Federal federal income tax law with law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of the outstanding Securities of such Series or Persons in their positions series Outstanding will not recognize income, gain or loss for Federal income tax purposes solely as a result of such Legal Defeasance and will be subject to Federal income tax on the same amounts, in the same manner, including as a result of prepayment, and at the same times as would have been the case if such Legal Defeasance had not occurred; (7) in the case of an election under Section 9.3, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Securities of such Series will not recognize income, gain or loss for Federal federal income tax purposes as a result of such Covenant Defeasance, 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 defeasance had not occurred;. (8) the 5) The Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Article 9 relating to either the Legal Defeasance legal defeasance under Section 9.2 12.02 or the Covenant Defeasance covenant defeasance under Section 9.3 12.03 (as the case may be) have been complied with; (9) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit under clause (1) was not made by the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (10) the Company shall have paid, or duly provided for payment under terms mutually satisfactory to the Company and the Trustee, all amounts then due to the Trustee pursuant to Section 7.7.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 9.2 1302 or Section 9.3 1303 to the outstanding Securities of a SeriesOutstanding Notes: (1) the The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee Trustee satisfying the requirements of Section 7.10 608 who shall agree to comply with the provisions of this Article 9 Thirteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securitiessuch Notes, (A1) money an amount in an amountU.S. Dollars, or (B2) U.S. Government Obligations or Foreign Government Obligations applicable to such Notes which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any paymentpayment of principal of (and premium, if any) and interest, if any, on such Notes, money in an amount, or (C3) a combination thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally nationally-recognized firm of independent public accountants accountants, investment bank or appraisal firm expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, and accrued interest of (and premium, if any, on, the outstanding Securities of ) and interest on such Series at Outstanding Notes on the Stated Maturity of such principal, interest principal (or premium, if any) or installment of interest or the applicable Redemption Date, or on dates for payment and redemption of such principal, interest and premium, if any, selected in accordance with as the terms of this Indenture and of the Securities of such Series;case may be. (2) no Such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company or any of its subsidiaries is a party or by which any of them is bound. (3) No Event of Default or Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit, and, solely in the case of Legal Defeasance under Section 1302, no Event of Default or Default under clause (5) or (6) of Section 501 shall have occurred and be continuing at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition to Legal Defeasance under Section 1302 shall not be deemed satisfied until the expiration of such period); (3) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company;. (4) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute default under, any other agreement or instrument to which the Company is a party or by which it is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended; (6) in In the case of an election under Legal Defeasance pursuant to Section 9.21302, the Company shall have delivered to the Trustee an Opinion opinion of Counsel independent counsel in the United States, appointed by the Company at its expense, stating that (ix) the Company has received from, or there has been published by, the Internal Revenue Service a ruling to the effect that ruling, or (iiy) since the date of this Indenture there has been a change in any applicable Federal federal income tax law with law, in either ease to the effect that, and based thereon such opinion of independent counsel shall confirm that, the Holders of the outstanding Securities beneficial owners of such Series or Persons in their positions Outstanding Notes will not recognize income, gain or loss for Federal federal income tax purposes solely as a result of such Legal Defeasance and will be subject to Federal federal income tax on the same amounts, in the same manner, including as a result of prepayment, manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (7) ; or, in the case of an election under Covenant Defeasance pursuant to Section 9.31303, the Company shall have delivered to the Trustee an Opinion opinion of Counsel independent counsel in the United States to the effect that the Holders of the outstanding Securities beneficial owners of such Series Outstanding Notes will not recognize income, gain or loss for Federal federal income tax purposes as a result of such Covenant Defeasance, 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;. (8) the 5) The Company shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Article 9 relating to either the Legal Defeasance under Section 9.2 or the Covenant Defeasance under Section 9.3 (Defeasance, as the case may be) , under this Indenture have been complied with;. (96) If the money or Government Obligations or combination thereof, as the case may be, deposited under clause (a) above is sufficient to pay the principal of, and premium, if any, and interest on the Outstanding Notes provided such Notes are redeemed on a particular Redemption Date, the Company shall have delivered to given the Trustee an Officers’ Certificate stating that the deposit under clause (1) was not made by the Company with the intent irrevocable instructions to redeem such Notes on such date and to provide notice of defeating, hindering, delaying such redemption to Holders as provided in or defrauding any creditors of the Company or others; and (10) the Company shall have paid, or duly provided for payment under terms mutually satisfactory to the Company and the Trustee, all amounts then due to the Trustee pursuant to Section 7.7this Indenture.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 9.2 or Section 9.3 hereof to the outstanding Securities of a Series: (1) the Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 hereof who shall agree to comply with the provisions of this Article 9 applicable to it) as funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities, (A) money in an amount, or (B) U.S. Government Obligations or Foreign Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally nationally-recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, and accrued interest and premium, if any, on, and accrued interest on the outstanding Securities of such Series at the Stated Maturity maturity date of such principal, interest or premium, if any, or interest, or on dates for payment and redemption of such principal, interest and premium, if any, and interest selected in accordance with the terms of this Indenture and of the Securities of such Series; (2) no Event of Default or Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit, or shall have occurred and be continuing at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (3) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company; (4) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute default under, under any other agreement or instrument to which the Company is a party or by which it is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended; (6) in the case of an election under Section 9.29.2 above, 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 to the effect that or (ii) there has been a change in any applicable Federal income tax law with the effect that, and such opinion shall confirm that, the Holders of the outstanding Securities of such Series or Persons persons in their positions will not recognize income, gain or loss for Federal income tax purposes solely as a result of such Legal Defeasance and will be subject to Federal income 36 44 tax on the same amounts, in the same manner, including as a result of prepayment, and at the same times as would have been the case if such Legal Defeasance had not occurred; (7) in the case of an election under Section 9.39.3 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Securities of such Series will not recognize income, gain or loss for Federal income tax purposes as a result of such Covenant Defeasance, 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; (8) the Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Article 9 relating to either the Legal Defeasance under Section 9.2 above or the Covenant Defeasance under Section 9.3 hereof (as the case may be) have been complied with; (9) the Company shall have delivered to the Trustee an Officers’ ' Certificate stating that the deposit under clause (1) was not made by the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (10) the Company shall have paid, paid or duly provided for payment under terms mutually satisfactory to the Company and the Trustee, Trustee all amounts then due to the Trustee pursuant to Section 7.77.7 hereof.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Legal Defeasance or Covenant Defeasance described in Section 9.2 or Section 9.3 8.02 to the outstanding Securities of a SeriesNotes: (1) the Company shall Issuer must irrevocably have deposited or caused to be deposited deposit with the Trustee (or another trustee satisfying the requirements of Section 7.10 who shall agree to comply with the provisions of this Article 9 applicable to it) as funds Trustee, in trust trust, for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders Holders, (i) in the case of the Dollar- denominated Notes, cash in U.S. Legal Tender, non-callable Government Securities, or a combination of cash in U.S. Legal Tender and non-callable Government Securities and (Aii) money in an amountthe case of Euro-denominated Notes, cash in euros, non-callable European Government Securities, or (B) U.S. Government Obligations or Foreign Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereofof cash in euros and non-callable European Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trusteeaccountants, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, and accrued or interest and premium, if any, on, on the outstanding Securities of such Series at Notes on the Stated Maturity of such principal, interest or premium, if any, stated maturity or on dates for payment and the applicable redemption of such principaldate, interest and premium, if any, selected in accordance with the terms of this Indenture and of the Securities of such Series; (2) no Event of Default or Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit, or shall have occurred and be continuing at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (3) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company; (4) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute default under, any other agreement or instrument to which the Company is a party or by which it is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended; (6) in the case of an election under Section 9.2, 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 to the effect that or (ii) there has been a change in any applicable Federal income tax law with the effect that, and such opinion shall confirm that, the Holders of the outstanding Securities of such Series or Persons in their positions will not recognize income, gain or loss for Federal income tax purposes solely as a result of such Legal Defeasance and will be subject to Federal income tax on the same amounts, in the same manner, including as a result of prepayment, and at the same times as would have been the case if such Legal Defeasance had not occurred; (7) in the case of an election under Section 9.3, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Securities of such Series will not recognize income, gain or loss for Federal income tax purposes as a result of such 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; (8) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Article 9 relating to either the Legal Defeasance under Section 9.2 or the Covenant Defeasance under Section 9.3 (as the case may be, and the Issuer must specify whether the Notes are being defeased to maturity or to a particular redemption date; provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) have been complied with; (9) only required to be deposited with the Company Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall have be set forth in an Officer’s Certificate delivered to the Trustee an Officers’ Certificate stating that simultaneously with the deposit under clause (1) was not made by the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (10) the Company such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall have paid, or duly provided for payment under terms mutually satisfactory to the Company and the Trustee, all amounts then due to the Trustee pursuant to Section 7.7.be applied toward such redemption;

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 9.2 or Section 9.3 hereof to the outstanding Securities of a SeriesNotes: (1) the Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 hereof who shall agree to comply with the provisions of this Article 9 applicable to it) as funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the SecuritiesNotes, (A) money in an amount, or (B) U.S. Government Obligations or Foreign Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally nationally-recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, and accrued interest and premium, if any, on, and accrued interest on the outstanding Securities of such Series Notes at the Stated Maturity maturity date of such principal, interest or premium, if any, or interest, or on dates for payment and redemption of such principal, interest and premium, if any, and interest selected in accordance with the terms of this Indenture and of the Securities of such SeriesNotes; (2) no Event of Default or Default with respect to the Securities of such Series Notes shall have occurred and be continuing on the date of such deposit, or shall have occurred and be continuing at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference reference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (3) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company; (4) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute default under, under any other material agreement or instrument to which the Company is a party or by which it is bound; (54) the Company shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended; (65) in the case of an election under Section 9.29.2 above, 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 to the effect that or (ii) there has been a change in any applicable Federal income tax law with the effect that, and such opinion shall confirm that, the Holders of the outstanding Securities of such Series Notes or Persons persons in their positions will not recognize income, gain or loss for Federal income tax purposes solely as a result of such Legal Defeasance and will be subject to Federal income tax on the same amounts, in the same manner, including as a result of prepayment, and at the same times as would have been the case if such Legal Defeasance had not occurred; (76) in the case of an election under Section 9.39.3 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Securities of such Series Notes will not recognize income, gain or loss for Federal income tax purposes as a result of such Covenant Defeasance, 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; (8) 7) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that (a) all conditions precedent provided for in this Article 9 relating to either the Legal Defeasance under Section 9.2 above or the Covenant Defeasance under Section 9.3 hereof (as the case may be) have been complied withwith and (b) if any other Indebtedness of the Company shall then be outstanding, such legal defeasance or covenant defeasance will not violate the provisions of the agreements or instruments evidencing such Indebtedness; (9) 8) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit under clause (1) was not made by the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (109) Legal Defeasance and Covenant Defeasance may be effected only with respect to all, and not be less than all, of the Company shall have paid, or duly provided for payment under terms mutually satisfactory to the Company and the Trustee, all amounts then due to the Trustee pursuant to Section 7.7outstanding Notes.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 9.2 10.02 or Section 9.3 10.03 hereof to the outstanding Securities of a SeriesNotes: (1) the Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 8.10 hereof who shall agree to comply with the provisions of this Article 9 10 applicable to it) as funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the SecuritiesNotes, (A) money in an amount, or (B) U.S. Government Obligations or Foreign Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally nationally-recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, and accrued interest and premium, if any, on, and accrued interest on the outstanding Securities of such Series Notes at the Stated Maturity maturity date of such principal, interest or premium, if any, or interest, or on dates for payment and redemption of such principal, interest and premium, if any, and interest selected in accordance with the terms of this Indenture and of the Securities of such SeriesNotes; (2) no Default or Event of Default or Default with respect to the Securities of such Series Notes shall have occurred and be continuing on the date of such deposit, or or, with respect to Events of Default described under Section 6.01, shall have occurred and be continuing at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (3) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company; (4) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute default underunder this Indenture, the Senior Credit Facility or any other material agreement or instrument to which the Company or any of its Restricted Subsidiaries is a party or by which it is they are bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended; (6) in the case of an election under Section 9.210.02 above, 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 to the effect that or (ii) there has been a change in any applicable Federal income tax law with the effect that, and such opinion shall confirm that, the Holders of the outstanding Securities of such Series Notes or Persons in their positions will not recognize income, gain or loss for Federal income tax purposes solely as a result of such Legal Defeasance and will be subject to Federal income tax on the same amounts, in the same manner, including as a result of prepayment, and at the same times as would have been the case if such Legal Defeasance had not occurred; (7) in the case of an election under Section 9.310.03 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Securities of such Series Notes will not recognize income, gain or loss for Federal income tax purposes as a result of such Covenant Defeasance, 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; (8) the Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Article 9 or relating to either the Legal Defeasance under Section 9.2 10.02 above or the Covenant Defeasance under Section 9.3 10.03 hereof (as the case may be) have been complied with; (9) the Company shall have delivered to the Trustee an Officers’ ' Certificate stating that the deposit under clause (1) was not made by the Company with the intent of preferring the Holders of the Notes over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and; (10) the Company shall have paiddelivered to the Trustee an Opinion of Counsel to the effect that (A) the trust funds will not be subject to any rights of holders of Senior Indebtedness, including, without limitation, those arising under the Indenture and (B) after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; and (11) the Company shall have paid or duly provided for payment under terms mutually satisfactory to the Company and the Trustee, Trustee all amounts then due to the Trustee pursuant to Section 7.78.07 hereof.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 9.2 or Section 9.3 hereof to the outstanding Securities of a SeriesNotes: (a) (1) the Company shall has irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 who shall agree to comply with the provisions of this Article 9 applicable to it) as funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders with the Trustee or a Paying Agent or a trustee satisfactory to the Trustee and the Company, under the terms of an irrevocable trust agreement in form and substance satisfactory to the SecuritiesTrustee and any such Paying Agent, (Ax) money in an amountamount sufficient, or (By) U.S. Government Obligations or Foreign Government Obligations which through the scheduled payment of that shall be payable as to principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, such amounts and at such times as are sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (without consideration of any reinvestment of such interest), or (z) any combination thereof in an amount sufficient to pay the principal of and interest on the outstanding Notes on the dates such installments are due to redemption or Stated Maturity, (2) the trustee of the irrevocable trust has been irrevocably instructed to pay such money or the proceeds of such U.S. Government Obligations to the Trustee, to pay and discharge, and which shall be applied by (3) the Trustee (or other qualifying trustee) Paying Agent shall have been irrevocably instructed in writing to pay apply the deposited money and discharge, the principal of, and accrued interest and premium, if any, on, the outstanding Securities of such Series at the Stated Maturity of such principal, interest or premium, if any, or on dates for payment and redemption of such principal, interest and premium, if any, selected proceeds from U.S. Government Obligations in accordance with the terms of this Indenture and the terms of the Securities Notes to the payment of such Seriesprincipal of and interest on the Notes; (2b) no Event of Default or Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit, or shall have occurred and be continuing at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company described in respect of such deposit as specified in the Opinion of Counsel identified in paragraph clause (8) below (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (3a) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company; (4) such Legal Defeasance or Covenant Defeasance shall above will not result in a breach or violation of, or constitute default a Default under, any other material agreement or instrument to which the Company or any Restricted Subsidiary is a party or by which it the Company or any Restricted Subsidiary is boundbound (other than this Indenture and other than breaches, violations, or defaults arising solely out of Defaults and Events of Default described in the parenthetical in Section 9.4(c)(1)); (5c) no Default has occurred and is continuing as of the date of such deposit (other than a Default or Event of Default resulting from the incurrence of Indebtedness and entering into of customary documentation in connection therewith, including agreements granting Liens to secure such Indebtedness, all or a portion of the proceeds of which will be used to defease the Note pursuant to this Article 9 concurrently with such incurrence); (d) the Company has paid or caused to be paid all sums currently due and payable by the Company under this Indenture and under the Notes; (e) such defeasance shall have not cause or permit any Notes then listed on any national securities exchange to be delisted; (f) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel Counsel, together stating that, as a result that all conditions precedent provided for in this Indenture relating to the termination by the Company of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amendedits obligations have been complied with; (6g) in the case of an election under Section 9.2, the Company shall have has delivered to the Trustee either (1) a ruling received from the Internal Revenue Service to the effect that, or (2) an Opinion of Counsel stating that (i) by counsel who is not an employee of the Company has received fromstating that, or there has been published bysince the date of this Indenture, the Internal Revenue Service a ruling to the effect that or (ii) there has been a change in any the applicable Federal federal income tax law with the effect thatlaw, and based upon either case (1) or (2) such opinion Opinion of Counsel shall confirm that, the Holders of the outstanding Securities of such Series or Persons in their positions Notes will not recognize income, gain or loss for Federal income tax purposes solely as a result of such Legal Defeasance and will be subject to Federal income tax on the same amounts, in the same manner, including as a result of prepayment, and at the same times as would have been the case if such Legal Defeasance had not occurred; (7) in the case of an election under Section 9.3, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Securities of such Series will not recognize income, gain or loss for Federal federal income tax purposes as a result of such Covenant Defeasance, the Company's exercise of its legal defeasance option and will be subject to Federal federal income tax on the same amounts, amount and in the same manner and at the same times as would have been the case if such Covenant Defeasance legal defeasance option had not occurred;been exercised; and (8) h) in the case of an election under Section 9.3, the Company shall have has delivered to the Trustee an Officers’ Certificate and either (1) a ruling received from the Internal Revenue Service to the effect that, or (2) an Opinion of Counsel, each stating that all conditions precedent provided for in this Article 9 relating to either the Legal Defeasance under Section 9.2 or the Covenant Defeasance under Section 9.3 (as the case may be) have been complied with; (9) the Company shall have delivered to the Trustee Counsel by counsel who is not an Officers’ Certificate stating that the deposit under clause (1) was not made by the Company with the intent of defeating, hindering, delaying or defrauding any creditors employee of the Company or others; and (10) the Company shall have paid, or duly provided for payment under terms mutually satisfactory to the Company effect that, the Holders of the Notes will not recognize income, gain or loss for federal income tax purposes as a result of the Company's exercise of its covenant defeasance option and will be subject to federal income tax on the Trustee, all amounts then due to same amount and in the Trustee pursuant to Section 7.7same manner and at the same times as would have been the case if such covenant defeasance option had not been exercised.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 9.2 9.02 or Section 9.3 9.03 hereof to the outstanding Securities of a SeriesNotes: (1) the Company Issuers shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 hereof who shall agree to comply with the provisions of this Article 9 applicable to it) as funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the SecuritiesNotes, (A) money in an amount, or (B) U.S. Government Obligations or Foreign Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally nationally-recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, and accrued interest and premium, if any, on, and accrued interest on the outstanding Securities of such Series Notes at the Stated Maturity maturity date of such principal, interest or premium, if any, or interest, or on dates for payment and redemption of such principal, interest and premium, if any, and interest selected in accordance with the terms of this Indenture and of the Securities of such SeriesNotes; (2) no Event of Default or Default with respect to the Securities of such Series Notes shall have occurred and be continuing on the date of such depositdeposit or, insofar as Events of Default from bankruptcy, insolvency or shall have occurred and be continuing reorganization events are concerned, at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied until the expiration of such period)deposit; (3) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the CompanyIssuers; (4) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute default under, Default under this Indenture or any other material agreement or instrument to which the Company an Issuer or any of its Subsidiaries is a party or by which it is they are bound; (5) the Company Issuers shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended; (6) in the case of an election under Section 9.29.02 above, the Company Issuers 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 to the effect that or (ii) there has been a change in any applicable Federal income tax law with the effect that, and such opinion shall confirm that, the Holders of the outstanding Securities of such Series Notes or Persons persons in their positions will not recognize income, gain or loss for Federal income tax purposes solely as a result of such Legal Defeasance and will be subject to Federal income tax on the same amounts, in the same manner, including as a result of prepayment, and at the same times as would have been the case if such Legal Defeasance had not occurred; (7) in the case of an election under Section 9.39.03 hereof, the Company Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Securities of such Series Notes will not recognize income, gain or loss for Federal income tax purposes as a result of such Covenant Defeasance, 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; (8) the Company Issuers shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Article 9 relating to either the Legal Defeasance under Section 9.2 9.02 above or the Covenant Defeasance under Section 9.3 9.03 hereof (as the case may be) have been complied with; (9) the Company Issuers shall have delivered to the Trustee an Officers’ ' Certificate stating that the deposit under clause (1) was not made by the Company Issuers with the intent of preferring the holders of the Notes over any other creditors of the Issuers or with the intent of defeating, hindering, delaying or defrauding any creditors of the Company Issuers or others; and (10) the Company Issuers shall have paid, paid or duly provided for payment under terms mutually satisfactory to the Company Issuers and the Trustee, Trustee all amounts then due to the Trustee pursuant to Section 7.7.7.07 hereof. -91-