Common use of Defeasance and Discharge of Indenture Clause in Contracts

Defeasance and Discharge of Indenture. The Company shall be deemed to have paid and shall be discharged from any and all obligations in respect of the Securities of any series, on the 123rd day after the deposit referred to in clause (i) hereof has been made, and the provisions of this Indenture shall no longer be in effect with respect to the Securities of such series (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except as to: (a) rights of registration of transfer and exchange, and the Company’s right of optional redemption, (b) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (c) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), (d) the rights, obligations and immunities of the Trustee hereunder and (e) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them; provided that the following conditions shall have been satisfied: (i) with reference to this provision the Company has deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.11) as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (A) money in an amount, or (B) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in subclause (x) or (y) of this clause (i) 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 without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (x) the principal of, premium, if any, and each installment of interest on the outstanding Securities of such series on the due dates thereof and (y) any mandatory sinking fund payments or analogous payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of Securities of such series and the Indenture with respect to the Securities of such series; (ii) the Company has delivered to the Trustee (A) either (x) an Opinion of Counsel to the effect that Holders of Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 8.05 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, defeasance and discharge had not occurred, which Opinion of Counsel must be based upon a ruling of the Internal Revenue Service to the same effect or a change in applicable federal income tax law or related treasury regulations after the date of this Indenture or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (B) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law; (iii) 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 or during the period ending on the 123rd day after the date of such deposit, and such deposit 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 the Company is bound; (iv) if at such time the Securities of such series are listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Securities of such series will not be delisted as a result of such deposit, defeasance and discharge; (v) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge under this Section have been complied with; and (vi) if the Securities of such series are to be redeemed prior to the final maturity thereof (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made.

Defeasance and Discharge of Indenture. The Company shall be deemed to have paid and shall be discharged from any and all obligations in respect of the Securities of any series, on the 123rd day after the deposit referred to in clause (i) hereof has been made, and the provisions of this Indenture shall no longer be in effect with respect to the Securities of such series (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except as to: (a) rights of registration of transfer and exchange, and the Company’s right of optional redemption, (b) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (c) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), (d) the rights, obligations and immunities of the Trustee hereunder and (e) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them; provided that the following conditions shall have been satisfied: (i) with reference to this provision the Company has deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.11) as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (A) money in an amount, or (B) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in subclause (x) or (y) of this clause (i) 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 without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (x) the principal of, premium, if any, and each installment of interest on the outstanding Securities of such series on the due dates thereof and (y) any mandatory sinking fund payments or analogous payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of Securities of such series and the Indenture with respect to the Securities of such series; (ii) the Company has delivered to the Trustee (A) either (x) an Opinion of Counsel to the effect that Holders of Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 8.05 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, defeasance and discharge had not occurred, which Opinion of Counsel must be based upon a ruling of the Internal Revenue Service to the same effect or a change in applicable federal income tax law or related treasury regulations after the date of this Indenture or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (B) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 1940, as amended, and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law; (iii) 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 or during the period ending on the 123rd day after the date of such deposit, and such deposit 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 the Company is bound; (iv) if at such time the Securities of such series are listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Securities of such series will not be delisted as a result of such deposit, defeasance and discharge; (v) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge under this Section have been complied with; and (vi) if the Securities of such series are to be redeemed prior to the final maturity thereof (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made.

Defeasance and Discharge of Indenture. The Company shall be deemed to have paid and shall be discharged from any and all may terminate its obligations in respect of under the Securities of any series, on the 123rd day after the deposit referred to in clause Indenture when: (a) either (i) hereof has all the Notes of any series that have been madeauthenticated and delivered have been accepted by the Trustee for cancellation (other than any Notes of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08); or (ii) all the Notes of any series that have not been accepted by the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year, and the provisions of this Indenture Company shall no longer be in effect with respect have made irrevocable arrangements satisfactory to the Securities Trustee for the giving of notice of redemption by such Trustee in the Company’s name and at the Company’ expense and the Company have irrevocably deposited or caused to be deposited with the Trustee sufficient funds to pay and discharge the entire indebtedness on the series of Notes; and (b) the Company shall have paid or caused to be paid all other sums then due and payable under the Indenture; and (c) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent under the Indenture relating to the satisfaction and discharge of the indenture have been complied with. If the foregoing conditions are met, the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments prepared by the Company acknowledging such satisfaction of and discharging the same), Indenture with respect to such series except as to: : (ai) rights of registration of transfer and exchange, and exchange of Notes of such series; (ii) the Company’s right of optional redemption, ; (biii) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, Notes; (civ) rights of holders Holders to receive payments payment of principal thereof the Principal Amount, interest or the Redemption Price when due and interest thereon, upon the original stated due dates therefor payable; (but not upon acceleration), (dv) the rights, obligations powers, trusts, duties and immunities of the Trustee hereunder and hereunder, (evi) the rights of the Securityholders Holders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them; provided that and the following conditions shall have been satisfied: (i) with reference to this provision rights of the Company has deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.11) as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (A) repaid any money in an amount, or (B) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in subclause (x) or (y) of this clause (i) 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 without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (x) the principal of, premium, if any, and each installment of interest on the outstanding Securities of such series on the due dates thereof and (y) any mandatory sinking fund payments or analogous payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of Securities of such series and the Indenture with respect to the Securities of such series; (ii) the Company has delivered to the Trustee (A) either (x) an Opinion of Counsel to the effect that Holders of Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 8.05 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, defeasance and discharge had not occurred, which Opinion of Counsel must be based upon a ruling of the Internal Revenue Service to the same effect or a change in applicable federal income tax law or related treasury regulations after the date of this Indenture or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (B) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law; (iii) 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 or during the period ending on the 123rd day after the date of such deposit, and such deposit 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 the Company is bound; (iv) if at such time the Securities of such series are listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Securities of such series will not be delisted as a result of such deposit, defeasance and discharge; (v) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge under this Section have been complied with; and (vi) if the Securities of such series are to be redeemed prior to the final maturity thereof (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been madeSections 9.05 and 9.06.

Defeasance and Discharge of Indenture. The Company shall be deemed to have paid and shall be discharged from any and all obligations in respect of the Securities of any series, on the 123rd day after the deposit referred to in clause (i) hereof has been made, and the provisions of this Indenture shall no longer be in effect with respect to the Securities of such series (and the Trustee, at the reasonable written request and expense of the Company, shall execute proper instruments acknowledging the same), except as to: (a) rights of registration Holders of transfer and exchange, and the Company’s right Securities of optional redemption, (b) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (c) rights of holders such series to receive payments of principal thereof Principal thereof, premium thereto, and interest thereon, upon the original stated due dates therefor (but not upon acceleration)therefor, (db) the Company’s obligations with respect to the issuance of temporary Securities and the registration of transfer with respect to the Securities of such series, the Company’s right of optional redemption, substitution of mutilated, defaced, destroyed, lost or stolen Securities of such series and the maintenance an office or agency for payment for security payments held in trust pursuant to clause (i) hereof, (c) the rights, obligations and immunities of the Trustee hereunder hereunder, and (ed) the rights defeasance provisions contained in Article 10 of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of themthis Indenture; provided that the following conditions shall have been satisfied: (i) with reference to this provision Section 10.5 the Company irrevocably has deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.117.13) as trust funds in trust, for the purposes of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit benefits of the Holders of the Securities of such series, (A) money in an amount, or (B) U.S. Government Obligations which that through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in subclause (x) or (y) of this clause (i) money in an amount), or (C) a combination thereof, in each case sufficient, in the written opinion of a an nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge discharge, without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable thereof, and which shall be applied by the Trustee to pay and discharge (x) all of the principal Principal of, premium, if any, and each installment of interest on the outstanding Securities of such series on the maturity or due dates thereof or if the Company has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee, the redemption date, as the case may be, and (y) any mandatory sinking fund payments or analogous payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of Securities of such series and the Indenture with respect to the Securities of such series; (ii) the Company has delivered to the Trustee (A) either (x) an Opinion of Counsel to the effect that that, under then applicable U.S. federal income tax law, Holders of Securities of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the Company’s exercise of its option under this Section 8.05 10.5 and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred, which Opinion of Counsel must be based upon a ruling of the Internal Revenue Service to the same effect or a change in applicable federal income tax law or related treasury regulations after the date of this Indenture occurred or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (B) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section 15 of the New York Debtor and Creditor LawAct; (iii) immediately after giving effect to such deposit on a pro forma basis, no Event of Default, or of 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 or during the period ending on the 123rd day after 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; (iv) if at such time the Securities of such series are listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Securities of such series will not be delisted as a result of such deposit, defeasance and discharge; (v) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge under this Section 10.5 have been complied with; and (viv) if the Securities of such series are to be redeemed prior to the final maturity thereof (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made.

Defeasance and Discharge of Indenture. (a) The Company shall be deemed to have paid and shall be discharged from any and all obligations in respect of the Securities of any series, Notes on the 123rd 183rd day after the deposit referred to in clause (i) hereof of this Section 8.01(a) has been made, and the provisions of this Indenture shall and the Security Documents will no longer be in effect with respect to the Securities of such series (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same)Notes, except as to: to (a1) rights of registration of transfer and exchange, and the Company’s right of optional redemption, ; (b2) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, Notes; (c3) rights of holders obligations to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor maintain paying agencies; (but not upon acceleration), (d4) the rights, obligations and immunities of the Trustee hereunder to pay Additional Amounts; and (e5) the rights of the Securityholders of such series Holders as beneficiaries hereof with respect to the property monies so deposited with the Trustee payable to all or any of them; provided that the following conditions shall have been satisfied: (i) with reference to this provision the Company (a) has deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.11) as trust funds its agent), in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (A) money in an amount, or (B) and/or U.S. Government Obligations which that through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in subclause (x) or (y) of this clause (i) 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 without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (x) the principal of, premium, if any, and each installment of accrued interest on the outstanding Securities of such series Notes on the due dates thereof and (y) any mandatory sinking fund payments or analogous payments applicable to the Securities of such series on the day on which Stated Maturity for such payments are due and payable in accordance with the terms of Securities of such series this Indenture and the Indenture with respect Notes and (b) has delivered to the Securities Trustee an Opinion of Counsel or a certificate of an internationally-recognized firm of independent accountants to the effect that the amount deposited by the Company is sufficient to provide payment for the principal of, premium, if any, and accrued interest on, the Notes on the Stated Maturity for such seriespayment in accordance with the terms of this Indenture; (ii) the Company has delivered to the Trustee (Aa) either (x) an Opinion of Counsel of recognized international standing with respect to U.S. federal tax laws which is based on a change in applicable U.S. federal income tax law occurring after the Original Issue Date to the effect that Holders of Securities of such series beneficial owners will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the Company’s exercise of its option under this Section 8.05 “Defeasance and Discharge” provision and will be subject to U.S. federal income tax on the same amount amounts and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred, which Opinion of Counsel must be based upon a ruling of the Internal Revenue Service to the same effect or a change in applicable federal income tax law or related treasury regulations after the date of this Indenture occurred or (y) a ruling directed to the Trustee received from the U.S. Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel Counsel, and (Bb) an Opinion of Counsel of recognized international standing to the effect that the creation of the defeasance trust does not violate the U.S. Investment Company Act of 1940 1940, as amended, and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law;; and (iii) 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 or during the period ending on the 123rd 183rd day after the date of such deposit, and such deposit defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company or any Restricted Subsidiary is a party or by which the Company or any Restricted Subsidiary is bound;. (ivb) if at such time In the Securities case of such series are listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Securities of such series will not be delisted as a result of such deposit, defeasance and discharge; (v) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counseleither discharge or defeasance, each stating that all conditions precedent to of the defeasance Subsidiary Guarantees and discharge under this Section have been complied with; and (vi) if the Securities of such series are to be redeemed prior to the final maturity thereof (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been madeJV Subsidiary Guarantees will terminate.

Defeasance and Discharge of Indenture. The Company shall be deemed to have paid and shall be discharged from any and all obligations in respect of the Securities of any series, on the 123rd day after the deposit referred to in clause (iA) hereof has been made, and the provisions of this Indenture shall no longer be in effect with respect to the Securities of such series (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except as to: (a) rights of registration of transfer and exchange, and the Company’s 's right of optional redemption, (b) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (c) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), (d) the rights, obligations and immunities of the Trustee hereunder and (e) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them; provided that the following conditions shall have been satisfied: (iA) with reference to this provision the Company has deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.11Sections 7.8 and 7.10) as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (Ai) money in an amount, or (Bii) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in subclause (x) or (y) of this clause (iA) money in an amount, or (Ciii) 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 without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (x) the principal of, premium, if any, and each installment of interest on the outstanding Securities of such series on the due dates thereof and (y) any mandatory sinking fund payments or analogous payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of Securities of such series and the Indenture with respect to the Securities of such series; (iiB) the Company has delivered to the Trustee (Ai) either (x) an Opinion of Counsel to the effect that Holders of Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s 's exercise of its option under this Section 8.05 8.5 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, defeasance and discharge had not occurred, which Opinion of Counsel must be based upon a ruling of the Internal Revenue Service to the same effect or a change in applicable federal income tax law or related treasury regulations after the date of this Indenture or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (Bii) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law; (iiiC) 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 or during the period ending on the 123rd day after the date of such deposit, and such deposit 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 the Company is bound; (ivD) the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof; and (E) if at such time the Securities of such series are listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Securities of such series will not be delisted as a result of such deposit, defeasance and discharge; (v) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge under this Section have been complied with; and (vi) if the Securities of such series are to be redeemed prior to the final maturity thereof (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made.

Defeasance and Discharge of Indenture. The Company shall be deemed to have paid and shall be discharged from any and all obligations in respect of the Securities of any series, on the 123rd day after the deposit referred to in clause (i) hereof has been made, and the provisions of this Indenture shall no longer be in effect with respect to the Securities of such series (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except as to: (a) rights of registration Holders of transfer and exchange, and the Company’s right Securities of optional redemption, (b) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (c) rights of holders such series to receive payments of principal thereof Principal thereof, premium thereto, and interest thereon, upon the original stated due dates therefor (but not upon acceleration)therefor, (db) the Company’s obligations with respect to the issuance of temporary Securities and the registration of transfer with respect to the Securities of such series, the Company’s right of optional redemption, substitution of mutilated, defaced, destroyed, lost or stolen Securities of such series and the maintenance of an office or agency for payment for security payments held in trust pursuant to clause (i) hereof, (c) the rights, obligations and immunities of the Trustee hereunder hereunder, and (ed) the rights defeasance provisions contained in Article 8 of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of themthis Indenture; provided that the following conditions shall have been satisfied: (i) with reference to this provision Section 8.05 the Company irrevocably has deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.11) as trust funds in trust, for the purposes of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (A) money in an amount, or (B) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in subclause (x) or (y) of this clause (i) money in an amount), or (C) a combination thereof, in each case 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 discharge, without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable thereof, and which shall be applied by the Trustee to pay and discharge (x) all of the principal Principal of, premium, if any, and each installment of interest on the outstanding Securities of such series on the maturity or due dates thereof or if the Company has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee, the redemption date, as the case may be, and (y) any mandatory sinking fund payments or analogous payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of Securities of such series and the Indenture with respect to the Securities of such series; (ii) the Company has delivered to the Trustee (A) either (x) an Opinion of Counsel to the effect that that, under then applicable U.S. federal income tax law, Holders of Securities of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the Company’s exercise of its option under this Section 8.05 and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred, which Opinion of Counsel must be based upon a ruling of the Internal Revenue Service to the same effect or a change in applicable federal income tax law or related treasury regulations after the date of this Indenture or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (B) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law; (iii) immediately after giving effect to such deposit on a pro forma basis, no Event Default under either clause (d) or clause (e) of Default, or event that after the giving of notice or lapse of time or both would become an Event of Default, Section 6.01 shall have occurred and be continuing on the date of at such deposit or during the period ending on the 123rd day after the date of such deposit, and such deposit 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 the Company is boundtime; (iv) if at such time the Securities of such series are listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Securities of such series will not be delisted as a result of such deposit, defeasance and discharge; (v) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge under this Section 8.05 have been complied with; and (vi) if the Securities of such series are to be redeemed prior to the final maturity thereof (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made.

Defeasance and Discharge of Indenture. The Company shall be deemed to have paid and shall be discharged from any and all obligations in respect of the Securities of any series, on the 123rd day after the deposit referred to in clause (i) hereof has been made, and the provisions of this Indenture shall no longer be in effect with respect to the Securities of such series (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except as to: (a) rights of registration of transfer and exchange, and the Company’s right of optional redemption, (b) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (c) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), (d) the rights, obligations and immunities of the Trustee hereunder and (e) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them; provided that the following conditions shall have been satisfied: (i) with reference to this provision the Company has deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.11) as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (A) money in an amount, or (B) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in subclause (x) or (y) of this clause (i) money in an amount, or (C) a combination thereof, 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 without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (x) the principal of, premium, if any, and each installment of interest on the outstanding Securities of such series on the due dates thereof and (y) any mandatory sinking fund payments or analogous payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of Securities of such series and the Indenture with respect to the Securities of such series; (ii) the Company has delivered to the Trustee (A) either (x) an Opinion of Counsel to the effect that Holders of Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 8.05 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, defeasance and discharge had not occurred, which Opinion of Counsel must be based upon a ruling of the Internal Revenue Service to the same effect or a change in applicable federal income tax law or related treasury regulations after the date of this Indenture or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (B) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law; (iii) 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 or during the period ending on the 123rd day after the date of such deposit, and such deposit 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 the Company is bound; (iv) if at such time the Securities of such series are listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Securities of such series will not be delisted as a result of such deposit, defeasance and discharge; (v) the Company shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge under this Section have been complied with; and (vi) if the Securities of such series are to be redeemed prior to the final maturity thereof (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made.

Defeasance and Discharge of Indenture. The Company shall be deemed to have paid and shall be discharged from any and all may discharge its obligations in respect of the Securities of any series, on the 123rd day after the deposit referred to in clause (i) hereof has been made, and the provisions of under this Indenture shall no longer be in effect with respect to the Securities Notes when: (a) either (i) all the Notes that have been authenticated and delivered have been accepted by the Trustee for cancellation (other than any Notes which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.04); or (ii) all the Notes that have not been accepted by the Trustee for cancellation (A) shall have become due and payable, (B) are by their terms to become due and payable at their Stated Maturity within one year or (C) are scheduled for redemption within one year and the Company shall have made irrevocable arrangements satisfactory to the Trustee for the giving of notice of such series redemption by the Trustee in the Company’s name and at the Company’ expense; and provided, in each case (A), (B) or (C), the Company shall have irrevocably deposited or caused to be deposited with the Trustee sufficient funds to pay and discharge the entire indebtedness all outstanding Notes at their State Maturity or scheduled Redemption Date; and (b) the Company shall have paid or caused to be paid all other sums then due and payable under this Indenture; and (c) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. If the foregoing conditions are met, the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments prepared by the Company acknowledging the same), such satisfaction of and discharging this Indenture except as to: : (ai) rights of registration of transfer and exchange, and exchange of Notes; (ii) the Company’s right of optional redemption, ; (biii) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, Notes; (civ) rights of holders Holders to receive payments payment of the principal thereof amount, premium (if any) and interest thereon, upon the original stated when due dates therefor and payable; (but not upon acceleration), (dv) the rights, obligations powers, trusts, duties and immunities of the Trustee hereunder and hereunder; and (evi) the rights of the Securityholders of such series Holders as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them; provided that and the following conditions shall have been satisfied: (i) with reference to this provision rights of the Company has deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.11) as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (A) repaid any money in an amount, or (B) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred pursuant to in subclause (x) or (y) of this clause (i) 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 without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (x) the principal of, premium, if any, and each installment of interest on the outstanding Securities of such series on the due dates thereof and (y) any mandatory sinking fund payments or analogous payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of Securities of such series and the Indenture with respect to the Securities of such series; (ii) the Company has delivered to the Trustee (A) either (x) an Opinion of Counsel to the effect that Holders of Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section Sections 8.05 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, defeasance and discharge had not occurred, which Opinion of Counsel must be based upon a ruling of the Internal Revenue Service to the same effect or a change in applicable federal income tax law or related treasury regulations after the date of this Indenture or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (B) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law; (iii) 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 or during the period ending on the 123rd day after the date of such deposit, and such deposit 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 the Company is bound; (iv) if at such time the Securities of such series are listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Securities of such series will not be delisted as a result of such deposit, defeasance and discharge; (v) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge under this Section have been complied with; and (vi) if the Securities of such series are to be redeemed prior to the final maturity thereof (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made8.06.

Defeasance and Discharge of Indenture. The Company shall be deemed to have paid and shall be discharged from any and all obligations in respect of the Securities of any series, on the 123rd day after date the deposit referred to in clause (i) hereof has been madeconditions set forth below are satisfied, and the provisions of this Indenture shall no longer be in effect with respect to the Securities of such series (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except as to: (a) rights of registration of transfer and exchange, and the Company’s right of optional redemption, (b) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (c) rights of holders Holders to receive payments of principal Principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), (d) the rights, obligations and immunities of the Trustee hereunder and (e) the rights of the Securityholders Security holders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them; provided that the following conditions shall have been satisfied: (ia) with reference to this provision the Company has deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.11) as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (A) money in an amount, or (B) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in subclause (x) or (y) of this clause (i) 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 without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (x) the principal Principal of, premium, if any, and each installment of interest on the outstanding Securities of such series on the due dates thereof and (y) any mandatory sinking fund payments or analogous payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of Securities of such series and the Indenture with respect to the Securities of such series; (iib) the Company has delivered to the Trustee (A) either (x) an Opinion of Counsel to the effect that Holders of Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 8.05 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, defeasance and discharge had not occurred, which Opinion of Counsel must be based upon a ruling of the Internal Revenue Service to the same effect or a change in applicable federal income tax law or related treasury regulations after the date of this Indenture or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (B) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section 15 of the New York Debtor and Creditor LawCounsel; (iiic) 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 or during (other than an Event of Default resulting from the period ending on the 123rd day after the date borrowing of funds to be applied to such deposit), and such deposit 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 the Company is bound; (ivd) if at such time the Securities of such series are listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Securities of such series will not be delisted as a result of such deposit, defeasance and discharge; (ve) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge under this Section have been complied with; and (vif) if the Securities of such series are to be redeemed prior to the final maturity thereof (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made.

Defeasance and Discharge of Indenture. The Company Issuers and the Guarantor shall be deemed to have paid and shall be discharged from any and the entire indebtedness on all obligations in respect of the Outstanding Securities of any series, on the 123rd 91st day after the date of the deposit referred to in clause subparagraph (id) hereof has been madeof this Section, and the provisions of this Indenture Indenture, as it relates to such Outstanding Securities, shall no longer be in effect with respect to the Securities of such series (and the Trustee, at the expense of the CompanyIssuers or the Guarantor, shall at Issuers Request or Guarantor Request, execute proper instruments acknowledging the same), except as to: : (a) rights of registration of transfer and exchange, and the Company’s right of optional redemption, (b) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (c) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), (d) the rights, obligations and immunities of the Trustee hereunder and (e) the rights of Holders of Securities to receive, from the Securityholders trust funds described in subparagraph (d) hereof, (i) payment of the principal of (and premium, if any) and each installment of principal of (and premium, if any) or interest on the Outstanding Securities on the Stated Maturity of such series as beneficiaries hereof principal or installment of principal or interest and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities; (b) the Issuers' and the Guarantor's obligations with respect to such Securities under Sections 305, 306, 1002 and 1003; and (c) the property so deposited with obligations of the Issuers and the Guarantor to the Trustee payable to all or any of them; under Section 607, provided that that, the following conditions shall have been satisfied: (i1) with reference to this provision the Company has deposited Issuers or the Guarantor have or caused to be irrevocably deposited (except as provided in Section 402) with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.11) as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such seriesSecurities, (Ai) money in an amount, or (Bii) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in subclause clause (xA) or (yB) of this clause (i) subparagraph money in an amount, or (Ciii) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (xA) the principal of, of (and premium, if any, ) and each installment of principal of (and premium, if any) and interest on the outstanding Outstanding Securities on the Stated Maturity of such series principal or installment of principal or interest or on the due dates thereof applicable Redemption Date and (yB) any mandatory sinking fund payments or analogous payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of Securities this Indenture and of the Securities; (2) such series and deposit shall not cause the Indenture Trustee with respect to the Securities to have a conflicting interest for purposes of such seriesthe Trust Indenture Act with respect to the Securities; (ii3) such 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 has Issuers or the Guarantor are a party or by which they are bound; (4) no Event of Default or event which with notice or lapse of time would become an Event of Default with respect to the Securities shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date; (5) if the deposit referred to in subparagraph (d) of this Section is to be made on or prior to one year from the Stated Maturity for payment of principal of the Outstanding Securities, the Issuers and the Guarantor have delivered to the Trustee (A) either (x) an Opinion of Counsel with no material qualifications or a favorable ruling of the Internal Revenue Service, in either case to the effect that Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 8.05 such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times times, as would have been the case if such deposit, defeasance and discharge had not occurred, which Opinion of Counsel must be based upon a ruling of the Internal Revenue Service to the same effect or a change in applicable federal income tax law or related treasury regulations after the date of this Indenture or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (B) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law; (iii) 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 or during the period ending on the 123rd day after the date of such deposit, and such deposit 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 the Company is bound; (iv) if at such time the Securities of such series are listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Securities of such series will not be delisted as a result of such deposit, defeasance and discharge; (v) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge under this Section have been complied with; and (vi) if the Securities of such series are to be redeemed prior to the final maturity thereof (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made.

Defeasance and Discharge of Indenture. The Company shall be deemed to have paid and shall be discharged from any and all obligations in respect of the Securities of any seriesNotes, on the 123rd day after the deposit referred to in clause (iA) hereof of this Section 8.02 has been mademade with respect to the Notes, and the provisions of this Indenture shall no longer be in effect with respect to the Securities of such series Notes (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except as to: (a) rights of registration of transfer and exchange, and the Company’s right of optional redemption, (b) substitution of apparently mutilated, defaced, destroyed, lost or stolen SecuritiesNotes, (c) rights of holders to receive payments of principal thereof thereof, premium, if any, and interest thereon, upon the original stated due dates therefor (but not upon acceleration), (d) the rights, obligations and immunities of the Trustee hereunder and (e) the rights of the Securityholders of such series Holders as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them; provided that the following conditions shall have been satisfied: (iA) with reference to this provision the Company has deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.11Sections 7.08 and 7.10) as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such seriesNotes, (Ai) money in an amount, or (Bii) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in subclause (x) or (y) of this clause (iA) money in an amount, or (Ciii) 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 without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (x) the principal of, premium, if any, and each installment of interest on the outstanding Securities of such series Notes on the due dates thereof and (y) any mandatory sinking fund payments or analogous payments applicable to the Securities of such series Notes on the day on which such payments are due and payable in accordance with the terms of Securities of such series the Notes and the Indenture with respect to the Securities of such seriesNotes; (iiB) the Company has delivered to the Trustee (Ai) either (x) an Opinion of Counsel to the effect that Holders of Securities of such series Notes will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 8.05 8.02 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, defeasance and discharge had not occurred, which Opinion of Counsel must be based upon a ruling of the Internal Revenue Service to the same effect or a change in applicable federal income tax law or related treasury regulations after the date of this Indenture or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (Bii) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law; (iiiC) immediately after giving effect to such deposit on a pro forma form a basis, no Event of DefaultDefault with respect to such Notes, or event that after the giving of notice or lapse of time or both would become an Event of DefaultDefault with respect to such Notes, shall have occurred and be continuing on the date of such deposit or during the period ending on the 123rd day after the date of such deposit, and such deposit 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 the Company is bound;; and (ivD) if at such time the Securities of such series Notes are listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Securities of such series Notes will not be delisted as a result of such deposit, defeasance and discharge; (v) . If the Company shall be deemed to have delivered paid and shall be discharged from any and all obligations in respect of all of the Notes pursuant to this Section 8.02 and all amounts outstanding to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to hereunder or the defeasance and discharge Collateral Agent under this Section have been complied with; and (vi) if the Securities of such series are to be redeemed prior to the final maturity thereof (other than from mandatory sinking fund payments or analogous payments), notice of such redemption Pledge Agreement shall have been duly given pursuant to this Indenture or provision therefor satisfactory to paid in full, then the Trustee Company shall have been madebe released of its obligations under the Pledge Agreement and the Collateral shall be released from the security interest granted in favor of the Collateral Agent thereunder.

Defeasance and Discharge of Indenture. The Company shall be deemed to have paid and shall be discharged from any and the entire indebtedness on all obligations in respect of the Outstanding Securities of any series, on the 123rd 91st day after the date of the deposit referred to in clause subparagraph (id) hereof has been madeof this Section 4.03, and the provisions of this Indenture Indenture, as it relates to such Outstanding Securities, shall no longer be in effect with respect to the Securities of such series (and the Trustee, at the expense of the Company, shall at Company Request, execute proper instruments acknowledging the same), except as to: : (a) rights of registration of transfer and exchange, and the Company’s right of optional redemption, (b) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (c) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), (d) the rights, obligations and immunities of the Trustee hereunder and (e) the rights of Holders of Securities to receive, from the Securityholders trust funds described in subparagraph (d) hereof, (i) payment of the principal of (and premium, if any) and each installment of principal of (and premium, if any) or interest on the Outstanding Securities on the Stated Maturity of such series as beneficiaries hereof principal or installment of principal or interest and (ii) the benefit of any Mandatory Sinking Fund Payments applicable to the Securities on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities; (b) the Company’s obligations with respect to such Securities under Sections 3.05, 3.06, 10.02 and 10.03; and (c) the property so deposited with obligations of the Company to the Trustee payable to all or any of themunder Section 6.07; provided that the following conditions shall have been satisfied: (id) with reference to this provision the Company has deposited or caused to be irrevocably deposited (except as provided in Section 4.02) with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.11) as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such seriesSecurities, (Ai) money in dollars in an amountamount (or if the Securities are denominated in any currency other than dollars, or an amount of the applicable currency), (Bii) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide provide, not later than one day before the due date of any payment referred to in subclause clause (xA) or (yB) of this clause (i) subparagraph, money in an amount, or (Ciii) a combination thereof, sufficient, in the opinion of a nationally recognized investment banking firm or firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (xA) the principal of, of (and premium, if any, ) and each installment of principal of (and premium, if any) and interest on the outstanding Outstanding Securities on the Stated Maturity of such series principal or installment of principal or interest or on the due dates thereof applicable Redemption Date and (yB) any mandatory sinking fund payments or analogous payments Mandatory Sinking Fund Payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of Securities this Indenture and of the Securities; (e) such series and deposit shall not cause the Indenture Trustee with respect to the Securities to have a conflicting interest for purposes of such seriesthe Trust Indenture Act with respect to the Securities; (iif) such 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; (g) no Event of Default or event which with notice or lapse of time would become an Event of Default with respect to the Securities shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date; (h) the Company has delivered to the Trustee an Officers’ Certificate as to solvency and the absence of any intent of preferring the Holders over any other creditors of the Company; and (Ai) either if the deposit referred to in subparagraph (xd) of this Section 4.03 is to be made on or prior to one year from the Stated Maturity for payment of principal of the Outstanding Securities, the Company has delivered to the Trustee an Opinion of Counsel with no material qualifications, or a favorable ruling of the Internal Revenue Service, in either case to the effect that Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 8.05 such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times times, as would have been the case if such deposit, defeasance and discharge had not occurred, which Opinion of Counsel must be based upon a ruling of the Internal Revenue Service to the same effect or a change in applicable federal income tax law or related treasury regulations after the date of this Indenture or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (B) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law; (iii) 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 or during the period ending on the 123rd day after the date of such deposit, and such deposit 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 the Company is bound; (iv) if at such time the Securities of such series are listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Securities of such series will not be delisted as a result of such deposit, defeasance and discharge; (v) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge under this Section have been complied with; and (vi) if the Securities of such series are to be redeemed prior to the final maturity thereof (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made.

Defeasance and Discharge of Indenture. The Company shall be deemed to have paid and shall be discharged from any and all may discharge its obligations in respect of the Securities of any series, on the 123rd day after the deposit referred to in clause (i) hereof has been made, and the provisions of under this Indenture shall no longer be in effect with respect to the Securities Notes when: (a) either (i) all the Notes that have been authenticated and delivered have been accepted by the Trustee for cancellation (other than any Notes which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.04); or (ii) all the Notes that have not been accepted by the Trustee for cancellation (A) shall have become due and payable, (B) are by their terms to become due and payable at their Stated Maturity within one year or (C) are scheduled for redemption within one year and the Company shall have made irrevocable arrangements satisfactory to the Trustee for the giving of notice of such series redemption by the Trustee in the Company’ s name and at the Company’ expense; and provided, in each case (A), (B) or (C), the Company shall have irrevocably deposited or caused to be deposited with the Trustee sufficient funds to pay and discharge the entire indebtedness all outstanding Notes at their State Maturity or scheduled Redemption Date; and (b) the Company shall have paid or caused to be paid all other sums then due and payable under this Indenture; and (c) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. If the foregoing conditions are met, the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments prepared by the Company acknowledging the same), such satisfaction of and discharging this Indenture except as to: : (ai) rights of registration of transfer and exchange, and exchange of Notes; (ii) the Company’s ’ s right of optional redemption, ; (biii) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, Notes; (civ) rights of holders Holders to receive payments payment of the principal thereof amount, premium (if any) and interest thereon, upon the original stated when due dates therefor and payable; (but not upon acceleration), (dv) the rights, obligations powers, trusts, duties and immunities of the Trustee hereunder and hereunder; and (evi) the rights of the Securityholders of such series Holders as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them; provided that and the following conditions shall have been satisfied: (i) with reference to this provision rights of the Company has deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.11) as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (A) repaid any money in an amount, or (B) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred pursuant to in subclause (x) or (y) of this clause (i) 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 without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (x) the principal of, premium, if any, and each installment of interest on the outstanding Securities of such series on the due dates thereof and (y) any mandatory sinking fund payments or analogous payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of Securities of such series and the Indenture with respect to the Securities of such series; (ii) the Company has delivered to the Trustee (A) either (x) an Opinion of Counsel to the effect that Holders of Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section Sections 8.05 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, defeasance and discharge had not occurred, which Opinion of Counsel must be based upon a ruling of the Internal Revenue Service to the same effect or a change in applicable federal income tax law or related treasury regulations after the date of this Indenture or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (B) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law; (iii) 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 or during the period ending on the 123rd day after the date of such deposit, and such deposit 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 the Company is bound; (iv) if at such time the Securities of such series are listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Securities of such series will not be delisted as a result of such deposit, defeasance and discharge; (v) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge under this Section have been complied with; and (vi) if the Securities of such series are to be redeemed prior to the final maturity thereof (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made8.06.

Defeasance and Discharge of Indenture. The Company shall be deemed to have paid and shall be discharged from any and all obligations in respect of the Securities of any series, on the 123rd day after the deposit referred to in clause (i) hereof has been made, and the provisions of this Indenture shall no longer be in effect with respect to the Securities of such series (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except as to: (a) rights of registration of transfer and exchange, and the Company’s right of optional redemption, (b) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (c) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), (d) the rights, obligations and immunities of the Trustee hereunder and (e) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them; provided that the following conditions shall have been satisfied: (i) with reference to this provision the Company has deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of Section ‎Section 7.11) as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (A) money in an amount, or (B) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in subclause (x) or (y) of this clause (i) 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 without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (x) the principal of, premium, if any, and each installment of interest on the outstanding Securities of such series on the due dates thereof and (y) any mandatory sinking fund payments or analogous payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of Securities of such series and the Indenture with respect to the Securities of such series; (ii) the Company has delivered to the Trustee (A) either (x) an Opinion of Counsel to the effect that Holders of Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section ‎Section 8.05 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, defeasance and discharge had not occurred, which Opinion of Counsel must be based upon a ruling of the Internal Revenue Service to the same effect or a change in applicable federal income tax law or related treasury regulations after the date of this Indenture or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (B) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 1940, as amended, and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law; (iii) 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 or during the period ending on the 123rd day after the date of such deposit, and such deposit 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 the Company is bound; (iv) if at such time the Securities of such series are listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Securities of such series will not be delisted as a result of such deposit, defeasance and discharge; (v) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge under this Section have been complied with; and (vi) if the Securities of such series are to be redeemed prior to the final maturity thereof (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made.

Defeasance and Discharge of Indenture. The Company shall be deemed to have paid and shall be discharged from any and all obligations in respect of the Securities of any seriesNotes, on the 123rd 183rd day after the deposit referred to in clause (i) hereof of this Section 8.01 has been made, made and the provisions of this Indenture shall and the Security Documents will no longer be in effect with respect to the Securities of such series Notes (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except as to: to (a1) rights of registration of transfer and exchange, and the Company’s right of optional redemption, (b2) substitution of apparently mutilated, defaced, destroyed, lost or stolen SecuritiesNotes, (c3) rights of holders obligations to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration)maintain paying agencies, (d) the rights, obligations and immunities of the Trustee hereunder and (e4) the rights of the Securityholders of such series Holders as beneficiaries hereof with respect to the property monies so deposited with the Trustee payable to all or any of themthem and (5) obligations of the Company, the Subsidiary Guarantors and JV Subsidiary Guarantors under Section 7.06; provided that the following conditions shall have been satisfied: (i) with reference to this provision the Company has deposited or caused to be irrevocably (A) deposited with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.11) as trust funds Trustee, in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (A) money in an amount, or (B) U.S. dollars and/or U.S. Government Obligations which that through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in subclause (x) or (y) of this clause (i) money in U.S. dollars in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge amount sufficient without consideration of the investment or reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (x) to pay the principal of, premium, if any, and each installment of accrued interest on the outstanding Securities Notes on the Stated Maturity of such series on the due dates thereof and (y) any mandatory sinking fund payments or analogous payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of Securities this Indenture and the Notes and (B) delivered to the Trustee an Opinion of Counsel or a certificate of an internationally recognized firm of independent accountants to the effect that the amount deposited by the Company is sufficient to provide payment for the principal of, premium, if any, and accrued interest on, the Notes on the Stated Maturity of such series and payment in accordance with the Indenture with respect to the Securities terms of such seriesthis Indenture; (ii) the Company has delivered to the Trustee (A1) either (x) an Opinion of Counsel of recognized standing in the United States with respect to U.S. federal tax laws which is based on a change in applicable U.S. federal income tax law occurring after the Exchange Date to the effect that Holders of Securities of such series beneficial owners will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the Company’s exercise of its option under this Section 8.05 8.01 and will be subject to U.S. federal income tax on the same amount amounts and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred, which Opinion of Counsel must be based upon a ruling of the Internal Revenue Service to the same effect or a change in applicable federal income tax law or related treasury regulations after the date of this Indenture occurred or (y) a ruling directed to the Trustee received from the U.S. Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel Counsel, and (B2) an Opinion of Counsel of recognized international standing to the effect that the creation of the defeasance trust does not violate the U.S. Investment Company Act of 1940 1940, as amended, and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law;; and (iii) 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 or during the period ending on the 123rd 183rd day after the date of such deposit, and such deposit defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company or any Restricted Subsidiary is a party or by which the Company or any Restricted Subsidiary is bound; (iv) if at such time the Securities of such series are listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Securities of such series will not be delisted as a result of such deposit, defeasance and discharge; (v) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge under this Section have been complied with; and (vi) if the Securities of such series are to be redeemed prior to the final maturity thereof (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made.

Defeasance and Discharge of Indenture. The Company shall will be deemed to have paid and shall will be discharged from any and all obligations in respect of the Securities of any series, Notes on the 123rd day after the date of the deposit referred to in clause (iA) hereof has been made, and the provisions of this Indenture shall no longer be in effect with respect to the Securities of such series (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except as to: (a) rights of registration of transfer and exchange, and the Company’s right of optional redemption, (b) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (c) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), (d) the rights, obligations and immunities of the Trustee hereunder and (e) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them; provided that the following conditions shall have been satisfiedSection 8.02 if: (iA) with reference to this provision Section 8.02, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.117.10 of this Indenture) and conveyed all right, title and interest for the benefit of the Holders, under the terms of an irrevocable trust agreement in form and substance reasonably satisfactory to the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, to the Trustee for the benefit of the Holders as security for payment of the Securities principal of, premium, if any, and interest, if any, on the Notes, and dedicated solely to the benefit of such seriesthe Holders, in and to (A1) money in an amount, or (B2) U.S. Government Obligations which Securities that, through the payment of interest interest, premium, if any, and principal in respect thereof in accordance with their terms terms, will provide provide, not later than one day before the due date of any payment referred to in subclause (x) or (y) of this clause (i) A), money in an amount, amount or (C3) a combination thereof, thereof in an amount 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 discharge, without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (x) Trustee, the principal of, premium, if any, and each installment of accrued interest on the outstanding Securities Notes at the Stated Maturity of such series on principal or interest; provided that the due dates thereof and (y) any mandatory sinking fund payments Trustee shall have been irrevocably instructed by the Company to apply such money or analogous payments applicable the proceeds of such Government Securities to the Securities payment of such series on the day on which such payments are due principal, premium, if any, and payable in accordance with the terms of Securities of such series and the Indenture interest with respect to the Securities of such seriesNotes; (iiB) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other 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; (C) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default shall have occurred and be continuing on the date of such deposit; and no Default or Event of Default shall occur during the period ending on the 123rd day after such date of deposit; (D) the Company has shall have delivered to the Trustee (A1) either (x) an Opinion of Counsel a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Holders of Securities of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the Company’s exercise of its option under this Section 8.05 8.02 and will be subject to United States 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 option had not been exercised or (y) an Opinion of Counsel to the same effect as the ruling described in clause (1)(x) above accompanied by a ruling to that effect published by the Internal Revenue Service, unless such Opinion of Counsel states that there has been a change in the applicable United States federal income tax law since the date of this Indenture such that a ruling from the Internal Revenue Service is no longer required, (2) either (x) an Opinion of Counsel to the effect that, based upon Mexican tax law then in effect, Holders will not recognize income, gain or loss for Mexican federal income tax (including withholding tax) purposes as a result of the Company’s exercise of its option under this Section 8.02 and will be subject to Mexican federal income tax (including withholding tax) on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred, which Opinion of Counsel must be based upon a ruling of the Internal Revenue Service to the same effect or a change in applicable federal income tax law or related treasury regulations after the date of this Indenture or (y) a ruling directed to the Trustee received from the Internal Revenue Service Mexican taxing authorities to the same effect as the aforementioned Opinion of Counsel described in clause (2)(x) above, and (B3) an Opinion of Counsel to the effect that (x) the creation of the defeasance trust does not violate the Investment Company Act of 1940 and (y) after the passage of 123 days following the deposit, the trust fund funds will not be subject to the effect of Section 547 of the U.S. Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or Section 15 of the New York Debtor and Creditor LawLaw in a case commenced by or against the Company under either such statute; (iii) 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 or during the period ending on the 123rd day after the date of such deposit, and such deposit 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 the Company is bound; (ivE) if at such time the Securities of such series Notes are then listed on a national securities exchange, the Company has shall have delivered to the Trustee an Opinion of Counsel to the effect that the Securities of such series deposit defeasance and discharge will not cause the Notes to be delisted as a result of such deposit, defeasance and discharge;delisted; and (vF) the Company shall have has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance and discharge under contemplated by this Section 8.02 have been complied with; and (vi) if . Notwithstanding the Securities of such series are to be redeemed foregoing, prior to the final maturity thereof (other than from mandatory sinking fund payments or analogous payments)end of the 123-day period referred to in this Section 8.02, notice none of the Company’s obligations under this Indenture shall be discharged. Subsequent to the end of such redemption shall have been duly given pursuant 123-day period with respect to this Indenture Section 8.02, the Company’s obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 4.02, 7.07, 7.08 and 8.05 shall survive until the Notes are no longer outstanding. Thereafter, only the Company’s obligations in Sections 7.07, 8.04 and 8.05 shall survive. If and when a ruling or provision therefor satisfactory an Opinion of Counsel referred to in clauses (D)(1) and (D)(2) of this Section 8.02 may be provided specifically without regard to, and not in reliance upon, the continuance of the Company’s obligations under Section 4.01, then the Company’s obligations under such Section 4.01 shall cease upon delivery to the Trustee of such ruling or Opinion of Counsel and compliance with the other conditions precedent provided for herein relating to the defeasance contemplated by this Section 8.02. After any such irrevocable deposit, the Trustee upon request shall have been madeacknowledge in writing the discharge of the Company’s obligations under the Notes and this Indenture except for those surviving obligations in the immediately preceding paragraph.

Defeasance and Discharge of Indenture. The Company shall and the Guarantors will be deemed to have paid and shall will be discharged from any and all obligations in respect of the Securities of any series, Notes on the 123rd day after the date of the deposit referred to in clause (ia) hereof has been made, of this Section 8.02 and the provisions of this Indenture shall will no longer be in effect with respect to the Securities of such series (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except as to: (a) rights of registration of transfer and exchange, and the Company’s right of optional redemption, (b) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (c) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), (d) the rights, obligations and immunities of the Trustee hereunder and (e) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them; provided that the following conditions shall have been satisfiedNotes if: (ia) with reference to this provision Section 8.02, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying and has conveyed all right, title and interest for the requirements benefit of Section 7.11) the Holders, under the terms of an irrevocable trust agreement in form satisfactory to the Trustee as trust funds in trust, specifically pledged to the Trustee for the benefit of the Holders as security forfor payment of the principal of, premium, if any, and interest, if any, on the Notes, and dedicated solely to, the benefit of the Holders of the Holders, in and to money and/or Government Securities of such seriesthat, (A) money in an amount, or (B) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms terms, will provide not later than one day before the due date of any payment referred to in subclause (x) or (y) of this clause (i) 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 without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (x) the principal of, premium, if any, and each installment of accrued interest on the outstanding Securities Notes on the Stated Maturity of such series on the due dates thereof and (y) any mandatory sinking fund payments or analogous payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of Securities of such series and the Indenture with respect to the Securities of such seriesand Notes; (iib) such deposit will not result in a breach or violation of, or constitute a default under, any other 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; (c) 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 could become an Event of Default, shall have occurred and be continuing on the date of such deposit or during the period ending on the 123rd day after the date of such deposit; (d) the Company has shall have delivered to the Trustee (Ai) either (xA) an Opinion of Counsel a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Holders of Securities of such series will not recognize additional income, gain or loss for federal income tax purposes as a result of the Company’s 's exercise of its option under this Section 8.05 8.02 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, defeasance and discharge had not occurred, which Opinion of Counsel must be based upon a ruling of the Internal Revenue Service to the same effect or a change in applicable federal income tax law or related treasury regulations after the date of this Indenture or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (B) an Opinion of Counsel to the same effect as the ruling described in clause (A) above accompanied by a ruling to that effect published by the Internal Revenue Service, unless there has been a change in the applicable federal income tax law since the Closing Date such that a ruling from the Internal Revenue Service is no longer required and (ii) an Opinion of Counsel to the effect that (A) the creation of the defeasance trust does not violate the Investment Company Act of 1940 and (B) after the passage of 123 days following the deposit, the trust fund funds will not be subject to the effect of Section 547 of the U.S. Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law; (iii) 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 or during the period ending on the 123rd day after the date of such deposit, and such deposit 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 the Company is bound; (ive) if at such time the Securities of such series Notes are listed on a national securities exchange, the Company has shall have delivered to the Trustee an Opinion of Counsel to the effect that the Securities of such series Notes will not be delisted as a result of such deposit, defeasance and discharge;; and (vf) the Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance and discharge under contemplated by this Section 8.02 have been complied with; and (vi) if . Notwithstanding the Securities of such series are to be redeemed foregoing, prior to the final maturity thereof end of the post deposit period referred to in clause (other than from mandatory sinking fund payments or analogous payments)d)(ii)(B) of this Section 8.02, notice none of the Company's obligations under this Indenture shall be discharged. Subsequent to the end of such redemption shall have been duly given pursuant period with respect to this Indenture Section 8.02, the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.13, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 shall survive until the Notes mature or provision therefor satisfactory are redeemed. Thereafter, only the Company's obligations in Sections 7.07, 8.05 and 8.06 shall survive. If and when a ruling from the Internal Revenue Service or an Opinion of Counsel referred to in clause (d)(i) of this Section 8.02 may be provided specifically without regard to, and not in reliance upon, the continuance of the Company's obligations under the first sentence of Section 4.01, then the Company's obligations under such sentence shall cease upon delivery to the Trustee of such ruling or Opinion of Counsel and compliance with the other conditions precedent provided for herein relating to the defeasance contemplated by this Section 8.02. After any such irrevocable deposit, the Trustee upon request shall have been madeacknowledge in writing the discharge of the Company's and each Guarantor's obligations under the Notes, any Notes Guaranty and this Indenture except for those surviving obligations in the immediately preceding paragraph.

Defeasance and Discharge of Indenture. The Company shall be deemed to have paid and shall be discharged from any and all obligations in respect of the Securities of any series, on the 123rd day after the deposit referred to in clause (i) hereof has been made, and the provisions of this Indenture shall no longer be in effect with respect to the Securities of such series (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except as to: (a) rights of registration of transfer and exchange, and the Company’s right of optional redemption, (b) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (c) rights of holders Holders to receive payments of principal Principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), (d) the rights, obligations and immunities of the Trustee hereunder and (e) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them; provided that the following conditions shall have been satisfied: (i) with reference to this provision the Company has deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.11) as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (A) money in an amount, or (B) U.S. Government Obligations which through the payment of interest and principal in respect thereof (without consideration of the reinvestment of such interest) in accordance with their terms will provide not later than one day before the due date of any payment referred to in subclause (x) or (y) of this clause (i) 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 without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (x) the principal Principal of, premium, if any, and each installment of interest on the outstanding Securities of such series on the due dates thereof and (y) any mandatory sinking fund payments or analogous payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of Securities of such series and the Indenture with respect to the Securities of such series; (ii) the Company has delivered to the Trustee (A) either (x) an Opinion of Counsel to the effect that Holders beneficial owners of Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 8.05 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, defeasance and discharge had not occurred, which Opinion of Counsel must be based upon a ruling of the Internal Revenue Service to the same effect or a change in applicable federal income tax law or related treasury regulations after the date of this Indenture or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (B) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law; (iii) 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 or during the period ending on the 123rd day after the date of such deposit, and such deposit 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 the Company is bound; (iv) if at such time the Securities of such series are listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Securities of such series will not be delisted as a result of such deposit, defeasance and discharge; (v) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge under this Section have been complied with; and (vi) if the Securities of such series are to be redeemed prior to the final maturity thereof (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made.

Defeasance and Discharge of Indenture. The Company shall Issuer will be deemed to have paid and shall will be discharged from any and all obligations in respect of the Securities of any seriesSecurities, on the 123rd day after the deposit referred to in clause subparagraph (iA) hereof has been made, and the provisions of this Indenture shall will no longer be in effect with respect to the Securities of such series (and the Trustee, at the expense of the CompanyIssuer, shall execute proper instruments acknowledging the same), except as to: : (a) rights of registration of transfer and exchange, and the Company’s Issuer's right of optional redemption, (b) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securitiessecurities, (c) rights of holders Holders to receive payments of principal (including rights to receive any Change of Control purchase price previously accrued) thereof and premium, if any, and interest thereon, upon the original stated due dates therefor (but not upon acceleration), (d) the rights, obligations and immunities of the Trustee hereunder and Trust hereunder, (e) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of themthem and (f) the obligations of the Issuer to maintain a place of payment for the Securities under Section 3.1 hereof; provided that the following conditions shall have been satisfied: (i) with reference to this provision Section 9.5 the Company Issuer has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.115.8 hereof) as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such seriesSecurities, (Ai) money in an amount, or (Bii) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms (without reinvestment) will provide not later than one day before the due date of any payment referred to in subclause clause (x) or (y) of this clause subparagraph (iA) money in an amount, or (Ciii) 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 without consideration of the reinvestment of such interest and discharge, after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee Trustee, (x) the principal and Change of Control purchase price of, premium, if any, and each installment of principal and interest on the outstanding Outstanding Securities at the maturity date of such series on the due dates thereof principal or installment of principal or interest and (y) any mandatory sinking fund payments or analogous payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of Securities of such series this Indenture and the Indenture with respect to the Securities of such seriesSecurities; (ii) the Company Issuer has delivered to the Trustee (A) either (xi) an Opinion of Counsel to the effect that Holders of Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s Issuer's exercise of its option under this Section 8.05 9.5 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, defeasance and discharge had not occurred, which Opinion of Counsel must be based upon a ruling of the Internal Revenue Service to the same effect or on (x) a change in applicable federal income tax law or related treasury regulations Treasury Regulations after the date of this Indenture or (y) a ruling directed to received by the Trustee received Issuer from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (Bii) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate constitute an "investment company" under the Investment Company Act of 1940 1940, as amended, and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law; (iii) 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 or during the period ending on the 123rd day after the date of such deposit, and such deposit shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company Issuer is a party or by which the Company Issuer is bound;; and (iv) if at such time the Securities of such series are listed on a national securities exchange, the Company Issuer has delivered to the Trustee an Opinion of Counsel to the effect that the Securities of such series will not be delisted as a result of such deposit, defeasance and discharge; (v) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge under this Section have been complied with; and (vi) if the Securities of such series are to be redeemed prior to the final maturity thereof (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made.

Defeasance and Discharge of Indenture. The Company shall will be deemed to have paid and shall will, together with the Guarantors, be discharged from any and all obligations in respect of this Supplemental Indenture and the Securities of any series, Notes on the 123rd day after date of the deposit referred to in clause (iA) hereof has been madeof this Section 8.02, and the provisions of this Supplemental Indenture shall will no longer be in effect with respect to the Securities of such series Notes (“Legal Defeasance”), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except as tofor the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of registration Holders of transfer and exchangeoutstanding Notes to receive solely from the trust fund described in clause (A) below payments in respect of the principal of, premium, if any, and the Company’s right of optional redemptioninterest on such Notes when such payments are due, (b) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securitiesthe Company’s obligations with respect to such Notes under Article Two and Section 4.02, (c) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), (d) the rights, obligations powers, trusts, duties, indemnities and immunities of the Trustee hereunder hereunder, including, without limitation, Section 8.06 of the Base Indenture and the Company’s obligations in connection therewith and (ed) this Article Eight. Subject to compliance with this Article Eight, the rights Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them; provided that the its option under Section 8.03 hereof. The following conditions shall have been satisfiedapply to Legal Defeasance: (iA) with reference to this provision the Company has deposited or caused to be must irrevocably deposited deposit with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.11) as trust funds Trustee, in trust, specifically pledged as security for, and dedicated solely to, for the benefit of the Holders of the Securities of such seriescash, (A) money in an amountnon-callable U.S. Government Obligations, or (B) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in subclause (x) or (y) of this clause (i) 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 without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (x) the principal of, premium, if any, and each installment of interest on the outstanding Securities of such series Notes on the due dates stated date for payment thereof and or on the applicable redemption date, as the case may be; (yB) any mandatory sinking fund payments or analogous payments applicable the Company shall have delivered to the Securities Trustee an Opinion of such series on Counsel in the day on which such payments are due and payable in accordance with the terms of Securities of such series and the Indenture with respect United States reasonably acceptable to the Securities of such series;Trustee confirming that: (i) the Company has received from, or there has been published by the United States Internal Revenue Service, a ruling, or (ii) since the Company date of this Supplemental Indenture, there has delivered been a change in the applicable U.S. federal income tax law, in either case to the Trustee (A) either (x) an effect that, and based thereon this Opinion of Counsel to shall confirm that, the effect that Holders of Securities of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the Company’s exercise of its option under this Section 8.05 Legal Defeasance and will be subject to U.S. federal income tax on the same amount and amounts, in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge Legal Defeasance had not occurred, which Opinion of Counsel must be based upon a ruling of the Internal Revenue Service to the same effect or a change in applicable federal income tax law or related treasury regulations after the date of this Indenture or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (B) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law; (iiiC) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default, or event that after the giving of notice or lapse of time or both would become an Event of Default, Default shall have occurred and be continuing on the date of such deposit (other than a Default or during an Event of Default resulting from the period ending on the 123rd day after the date borrowing of such deposit, and funds to be applied to such deposit and the grant of any Lien securing such borrowing); (D) the Legal Defeasance shall not result in a breach or violation of, or constitute a default under, under this Supplemental Indenture (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowings) or any other material agreement or instrument (including, without limitation, the Credit Agreement) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (ivE) if at such time the Securities of such series are listed on a national securities exchange, the Company has shall have delivered to the Trustee an Opinion of Counsel to the effect Officers’ Certificate stating that the Securities deposit was not made by it with the intent of such series will not be delisted as a result preferring the Holders over any other of such depositits creditors or with the intent of defeating, defeasance and dischargehindering, delaying or defrauding any other of its creditors or others; (vF) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all the conditions precedent provided for in, in the case of the Officers’ Certificate, clauses (A) through (E) and, in the case of the Opinion of Counsel, clauses (A) (with respect to the defeasance validity and discharge under perfection of the security interest), (B) and (D) of this Section 8.02 have been complied with; and (viG) if the Securities of such series are to be redeemed prior Company shall have delivered to the final Trustee an Opinion of Counsel to the effect that assuming no intervening bankruptcy of the Company between the date of deposit and the 124th day following the date of deposit and that no Holder is an insider of the Company, after the 124th day following the date of deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally. The Company’s and the Guarantors’ obligations in Sections 3.07, 5.02, 5.04, 6.01, 8.06, 8.10 and 8.11 of the Base Indenture, Article 4 of the Base Indenture and Sections 4.01, 4.02, 4.13, 8.05 and 8.06 hereunder shall survive until the Notes are no longer outstanding. Thereafter, only the Company’s and the Guarantors’ obligations in Sections 5.04 and 8.06 of the Base Indenture and Sections 8.05 and 8.06 hereunder shall survive. After any such irrevocable deposit, the Trustee upon written request shall acknowledge in writing the discharge of the Company’s obligations under the Notes and this Supplemental Indenture except for those surviving obligations in the immediately preceding paragraph. Notwithstanding the foregoing, the Opinion of Counsel required by Section 8.02(B) with respect to a Legal Defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (1) have become due and payable or (2) will become due and payable on the maturity thereof (other than from mandatory sinking fund payments date or analogous payments), notice of such a redemption shall have been duly given pursuant to this Indenture or provision therefor date within one year under arrangements satisfactory to the Trustee shall have been madefor the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company.

Defeasance and Discharge of Indenture. The Company shall be deemed to have paid and shall be discharged from any and all obligations in respect of the Securities of any series, on the 123rd day after the deposit referred to in clause (i) hereof has been made, and the provisions of this Indenture shall no longer be in effect with respect to the Securities of such series (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except as to: (a) rights of registration of transfer and exchange, and the Company’s right of optional redemption, (b) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (c) rights of holders Holders to receive payments of principal Principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), (d) the rights, obligations and immunities of the Trustee hereunder and (e) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them; provided that the following conditions shall have been satisfied: (i) with reference to this provision the Company has deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.11) as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (A) money in an amount, or (B) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in subclause (x) or (y) of this clause (i) 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 without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (x) the principal Principal of, premium, if any, and each installment of interest on the outstanding Securities of such series on the due dates thereof and (y) any mandatory sinking fund payments or analogous payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of Securities of such series and the Indenture with respect to the Securities of such series; (ii) the Company has delivered to the Trustee (A) either (x) an Opinion of Counsel to the effect that Holders of Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 8.05 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, defeasance and discharge had not occurred, which Opinion of Counsel must be based upon a ruling of the Internal Revenue Service to the same effect or a change in applicable federal income tax law or related treasury regulations after the date of this Indenture or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (B) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law; (iii) 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 or during the period ending on the 123rd day after the date of such deposit, and such deposit 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 the Company is bound; (iv) if at such time the Securities of such series are listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Securities of such series will not be delisted as a result of such deposit, defeasance and discharge; (v) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge under this Section have been complied with; and (vi) if the Securities of such series are to be redeemed prior to the final maturity thereof (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made.

Defeasance and Discharge of Indenture. The Company shall be deemed to have paid and shall be discharged from any and all obligations in respect of the Securities of any seriesNotes, on the 123rd 183rd day after the deposit referred to in clause (i‎(i) hereof of this ‎Section 9.01 has been made, made and the provisions of this Indenture shall will no longer be in effect with respect to the Securities of such series Notes (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except as to: to (a1) rights of registration of transfer and exchange, and the Company’s right of optional redemption, (b2) substitution of apparently mutilated, defaced, destroyed, lost or stolen SecuritiesNotes, (c3) rights of holders obligations to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), (d) the rights, obligations and immunities of the Trustee hereunder maintain paying agencies and (e4) the rights of the Securityholders of such series Holders as beneficiaries hereof with respect to the property monies so deposited with the Trustee payable to all or any of them; provided that the following conditions shall have been satisfied: (i) with reference to this provision the Company has deposited or caused to be irrevocably (A) deposited with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.11) as trust funds its agent), in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (A) money in an amount, or (B) and/or U.S. Government Obligations which or any combination thereof that through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in subclause (x) or (y) of this clause (i) 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 without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (x) the principal of, premiumpremium (including, for the avoidance of doubt, any Cash Sweep Premium), accrued and unpaid interest and Additional Amounts, if any, and each installment of interest on the outstanding Securities Notes on the Stated Maturity of such series on the due dates thereof and (y) any mandatory sinking fund payments or analogous payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of Securities this Indenture and the Notes and (B) delivered to the Trustee an Opinion of Counsel or a certificate of an internationally recognized firm of independent accountants to the effect that the amount deposited by the Company is sufficient to provide payment for the principal of, premium (including, for the avoidance of doubt, any Cash Sweep Premium), accrued and unpaid interest, and Additional Amounts, if any, on, the Notes on the Stated Maturity of such series and payment in accordance with the Indenture with respect to the Securities terms of such seriesthis Indenture; (ii) the Company has delivered to the Trustee (A) either (x) an Opinion of Counsel of recognized standing with respect to U.S. federal income tax laws which is based on a change in applicable U.S. federal income tax law occurring after the Exchange Date to the effect that Holders of Securities of such series beneficial owners will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the Company’s exercise of its option under this Section 8.05 ‎Section 9.01 and will be subject to U.S. federal income tax on the same amount amounts and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred, which Opinion of Counsel must be based upon a ruling of the Internal Revenue Service to the same effect or a change in applicable federal income tax law or related treasury regulations after the date of this Indenture occurred or (y) a ruling directed to the Company or the Trustee received from the U.S. Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel Counsel, and (B) an Opinion of Counsel of recognized international standing to the effect that the creation of the defeasance trust does not violate the U.S. Investment Company Act of 1940 1940, as amended, and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law;; and (iii) 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 or during the period ending on the 123rd 183rd day after the date of such deposit, and such deposit defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company Parent Guarantor or any Restricted Subsidiary is a party or by which the Company Parent Guarantor or any Restricted Subsidiary is bound; (iv) if at such time . In the Securities case of such series are listed on a national securities exchangeeither discharge of defeasance, the Company has delivered to Parent Guarantee and each of the Trustee an Opinion of Counsel to the effect that the Securities of such series Subsidiary Guarantees will not be delisted as a result of such deposit, defeasance and discharge; (v) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge under this Section have been complied with; and (vi) if the Securities of such series are to be redeemed prior to the final maturity thereof (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been madeterminate.

Defeasance and Discharge of Indenture. The Company shall be deemed to have paid and shall be discharged from any and all obligations in respect of the Securities of any series, on the 123rd day after the deposit referred to in clause (i) hereof has been made, and the provisions of this Indenture shall no longer be in effect with respect to the Securities of such series (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except as to: (a) rights of registration of transfer and exchange, and the Company’s right of optional redemption, if any, (b) the substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (c) rights of holders Holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration)) and remaining rights of Holders to receive mandatory sinking fund payments, if any, (d) the rights, obligations and immunities of the Trustee hereunder and (e) the rights of the Securityholders Holders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them; provided that the following conditions shall have been satisfied: (i) with reference to this provision the Company has deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.11) as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (A) money in an amount, or (B) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in subclause (x) or (y) of this clause (i) 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 without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (x) the principal of, premium, if any, and each installment of interest on the outstanding Securities of such series on the due dates thereof and (y) any mandatory sinking fund payments or analogous payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of Securities of such series and the Indenture with respect to the Securities of such series; (ii) the Company has delivered to the Trustee (A) either (x) an Opinion of Counsel to the effect that Holders beneficial owners of Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 8.05 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, defeasance and discharge had not occurred, which Opinion of Counsel must be based upon a ruling of the Internal Revenue Service to the same effect or a change in applicable federal income tax law or related treasury regulations after the date of this Indenture or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (B) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law; (iii) 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 or during the period ending on the 123rd day after the date of such deposit, and such deposit shall not result in a breach or violation of, or constitute a default under, under any other agreement or instrument to which the Company is a party or by which the Company is bound; (iv) if at such time the Securities of such series are listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Securities of such series will not be delisted as a result of such deposit, defeasance and discharge; (v) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge under this Section have been complied with; and (vi) if the Securities of such series are to be redeemed prior to the final maturity thereof (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made.

Defeasance and Discharge of Indenture. The Company shall will ------------------------------------- be deemed to have paid and shall will be discharged from any and all obligations in respect of the Securities of any series, Notes on the 123rd 91st day after the date of the deposit referred to in clause (ia) hereof has been madeof this Section 8.02, and the provisions of this Indenture shall will no longer be in effect with respect to the Securities of such series (Notes, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except as to: (a) rights of registration of transfer and exchange, and the Company’s right of optional redemption, (b) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (c) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), (d) the rights, obligations and immunities of the Trustee hereunder and (e) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them; provided that the following conditions shall have been satisfiedsame if: (ia) with reference to this provision Section 8.02, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.117.10) and conveyed all right, title and interest to the Trustee for the benefit of the Holders, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, specifically pledged to the Trustee for the benefit of the Holders as security forfor payment of the principal of and interest, if any, on the Notes, and dedicated solely to, the benefit of the Holders of the Securities of such seriesHolders, in and to (A1) money in an amount, or (B2) U.S. Government Obligations which that, through the payment of interest and principal in respect thereof in accordance with their terms terms, will provide provide, not later than one day before the due date of any payment referred to in subclause (x) or (y) of this clause (i) a), money in an amount, amount or (C3) a combination thereof, thereof in an amount 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 discharge, without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (x) Trustee, the principal of, premium, if any, of and each installment of interest on the outstanding Securities Notes on the Stated Maturity of such series on principal or interest; provided that the due dates thereof and (y) any mandatory sinking fund payments Trustee shall have been irrevocably instructed to apply such money or analogous payments applicable the proceeds of such U.S. Government Obligations to the Securities payment of such series on the day on which such payments are due principal and payable in accordance with the terms of Securities of such series and the Indenture interest with respect to the Securities of such seriesNotes; (iib) the Company has delivered to the Trustee (A) either (x) an Opinion of Counsel to the effect that Holders of Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s 's exercise of its option under this Section 8.05 8.02 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, defeasance and discharge option had not occurredbeen exercised, which Opinion of Counsel must shall be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service to the same effect or unless there has been a change in applicable federal income tax law or related treasury regulations after the date of this Indenture Closing Date such that a ruling is no longer required or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (B) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law;Counsel. (iiic) immediately after giving effect to such deposit deposit, on a pro forma basis, no Default or Event of Default, or event that after the giving of notice or lapse of time or both would become an Event of Default, Default shall have occurred and be continuing on the date of such deposit or or, insofar as Sections 6.01(d) and 6.01(e) are concerned, at any time during the period ending on the 123rd 91st day after the such date of such deposit, and such deposit 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 the Company is bound; (ivd) if at such time the Securities of such series Notes are then listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Securities of such series Notes will not be delisted as a result of such deposit, defeasance and discharge;; and (ve) the Company shall have has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance and discharge under contemplated by this Section 8.02 have been complied with; and (vi) if . Notwithstanding the Securities of such series are to be redeemed foregoing, prior to the final maturity thereof end of the 91-day period referred to in clause (other than from mandatory sinking fund payments or analogous payments)c) of this Section 8.02, notice none of the Company's obligations under this Indenture shall be discharged. Subsequent to the end of such redemption shall have been duly given pursuant 91-day period with respect to this Indenture or provision therefor satisfactory to Section 8.02, the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 8.04, 8.05, 8.06 and the rights, powers, trusts, duties and immunities of the Trustee hereunder shall have been madesurvive until the Notes are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.04, 8.05 and 8.06 shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under the Notes and this Indenture except for those surviving obligations in the immediately preceding paragraph.

Defeasance and Discharge of Indenture. The Company shall will be deemed to have paid and shall will be discharged from any and all obligations in respect of the Securities of any series, on the 123rd day (or, to the extent applicable under clause (D) below, one year) after the date of the deposit referred to in clause (iA) hereof has been made, and the provisions of this Indenture shall no longer be in effect with respect to the Securities of such series (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except as to: (a) rights of registration of transfer and exchange, and the Company’s right of optional redemption, (b) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (c) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), (d) the rights, obligations and immunities of the Trustee hereunder and (e) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them; provided that the following conditions shall have been satisfiedSection 8.02 if: (iA) with reference to this provision Section 8.02, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.117.10 of this Indenture) and conveyed all right, title and interest for the benefit of the Holders, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, specifically pledged to the Trustee for the benefit of the Holders as security forfor payment of the principal of, premium, if any, and interest, if any, on the Securities, and dedicated solely to, the benefit of the Holders of the Securities of such seriesHolders, in and to (A1) money in an amount, or (B2) U.S. Government Obligations which that, through the payment of interest interest, premium, if any, and principal in respect thereof in accordance with their terms terms, will provide provide, not later than one day before the due date of any payment referred to in subclause (x) or (y) of this clause (i) A), money in an amount, amount or (C3) a combination thereof, thereof in an amount 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 discharge, without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (x) Trustee, the principal of, premium, if any, and each installment of accrued interest on the outstanding Securities at the Stated Maturity or earlier optional redemption of such series on principal or interest; provided, however, that the due dates thereof and (y) any mandatory sinking fund payments Trustee shall have been irrevocably instructed to apply such money or analogous payments applicable the proceeds of such U.S. Government Obligations to the Securities payment of such series on the day on which such payments are due principal, premium, if any, and payable in accordance with the terms of Securities of such series and the Indenture interest with respect to the Securities of such seriesSecurities; (iiB) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (C) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default shall have occurred and be continuing on the date of such deposit; and no Default or Event of Default shall occur during the period ending on the 123rd day (or one year) after such date of deposit; (D) the Company has shall have delivered to the Trustee (A1) either (x) an Opinion of Counsel a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Holders of Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s 's exercise of its option under this Section 8.05 8.02 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, defeasance and discharge option had not occurred, which Opinion of Counsel must be based upon a ruling of the Internal Revenue Service to the same effect or a change in applicable federal income tax law or related treasury regulations after the date of this Indenture been exercised or (y) a ruling directed to the Trustee received from the Internal Revenue Service an Opinion of Counsel to the same effect as the aforementioned Opinion ruling described in clause (x) above accompanied by a ruling to that effect published by the Internal Revenue Service, unless there has been a change in the applicable federal income tax law since the date of Counsel this Indenture such that a ruling from the Internal Revenue Service is no longer required and (B2) an Opinion of Counsel to the effect that (x) the creation of the defeasance trust does not violate the Investment Company Act of 1940 and (y) after the passage of 123 days following the deposit (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 fund funds will not be subject to the effect of Section 547 of the U.S. Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or Section 15 of the New York Debtor and Creditor LawLaw in a case commenced by or against the Company under either such statute, and either (i) the trust funds will no longer remain the property of the Company (and therefore will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally) or (ii) if a court were to rule under any such law in any case or proceeding that the trust funds remained property of the Company (a) assuming such trust funds remained in the possession of the Trustee prior to such court ruling to the extent not paid to the Holders, the Trustee will hold, for the benefit of the Holders, a valid and perfected security interest in such trust funds that is not avoidable in bankruptcy or otherwise except for the effect of Section 552(b) of the United States Bankruptcy Code on interest on the trust funds accruing after the commencement of a case under such statute and (b) the Holders will be entitled to receive adequate protection of their interests in such trust funds if such trust funds are used in such case or proceeding; (iii) 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 or during the period ending on the 123rd day after the date of such deposit, and such deposit 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 the Company is bound; (ivE) if at such time the Securities of such series are then listed on a national securities exchange, the Company has shall have delivered to the Trustee an Opinion of Counsel to the effect that such deposit defeasance and discharge will not cause the Securities of such series will not to be delisted as a result of such deposit, defeasance and discharge;delisted; and (vF) the Company shall have has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance and discharge under contemplated by this Section 8.02 have been complied with; and (vi) if . Notwithstanding the Securities of such series are to be redeemed foregoing, prior to the final maturity thereof end of the 123-day (other than from mandatory sinking fund payments or analogous payments)one year) period referred to in clause (D)(2)(y) of this Section 8.02, notice none of the Company's obligations under this Indenture shall be discharged. Subsequent to the end of such redemption shall have been duly given pursuant 123-day (or one year) period with respect to this Indenture Section 8.02, the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.11, 4.01, 4.02, 7.07, 7.08, 8.05 and 8.06 shall survive until the Securities are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.05 and 8.06 shall survive. If and when a ruling from the Internal Revenue Service or provision therefor satisfactory an Opinion of Counsel referred to in clause (D)(1) of this Section 8.02 may be provided specifically without regard to, and not in reliance upon, the continuance of the Company's obligations under Section 4.01, then the Company's obligations under such Section 4.01 shall cease upon delivery to the Trustee of such ruling or Opinion of Counsel and compliance with the other conditions precedent provided for herein relating to the defeasance contemplated by this Section 8.02. After any such irrevocable deposit, the Trustee upon written request shall have been madeacknowledge in writing the discharge of the Company's obligations under the Securities and this Indenture except for those surviving obligations in the immediately preceding paragraph.

Defeasance and Discharge of Indenture. The Company shall will be deemed to have paid and shall will be discharged from any and all obligations in respect of the Securities of any series, Notes on the 123rd day after the date of the deposit referred to in clause (iA) hereof has been made, and the provisions of this Indenture shall no longer be in effect with respect to the Securities of such series (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except as to: (a) rights of registration of transfer and exchange, and the Company’s right of optional redemption, (b) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (c) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), (d) the rights, obligations and immunities of the Trustee hereunder and (e) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them; provided that the following conditions shall have been satisfiedSection 8.02 if: (iA) with reference to this provision Section 8.02, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.117.10 of this Indenture) and conveyed all right, title and interest for the benefit of the Holders, under the terms of an irrevocable trust agreement in form and substance reasonably satisfactory to the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, to the Trustee for the benefit of the Holders as security for payment of the Securities principal of, premium, if any, and interest, if any, on the Notes, and dedicated solely to the benefit of such seriesthe Holders, in and to (A1) money in an amount, or (B2) U.S. Government Obligations which Securities that, through the payment of interest interest, premium, if any, and principal in respect thereof in accordance with their terms terms, will provide provide, not later than one day before the due date of any payment referred to in subclause (x) or (y) of this clause (i) A), money in an amount, amount or (C3) a combination thereof, thereof in an amount 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 discharge, without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (x) Trustee, the principal of, premium, if any, and each installment of accrued interest on the outstanding Securities Notes at the Stated Maturity of such series on principal or interest; provided that the due dates thereof and (y) any mandatory sinking fund payments Trustee shall have been irrevocably instructed by the Company to apply such money or analogous payments applicable the proceeds of such Government Securities to the Securities payment of such series on the day on which such payments are due principal, premium, if any, and payable in accordance with the terms of Securities of such series and the Indenture interest with respect to the Securities of such seriesNotes; (iiB) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other 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; (C) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default shall have occurred and be continuing on the date of such deposit; and no Default or Event of Default shall occur during the period ending on the 123rd day after such date of deposit; (D) the Company has shall have delivered to the Trustee (A1) either (x) an Opinion of Counsel a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Holders of Securities of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the Company’s 's exercise of its option under this Section 8.05 8.02 and will be subject to United States 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, defeasance and discharge option had not occurred, which Opinion of Counsel must be based upon a ruling of the Internal Revenue Service to the same effect or a change in applicable federal income tax law or related treasury regulations after the date of this Indenture been exercised or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (B) an Opinion of Counsel to the same effect as the ruling described in clause (1)(x) above accompanied by a ruling to that effect published by the creation Internal Revenue Service, unless such Opinion of Counsel states that there has been a change in the defeasance trust does not violate the Investment Company Act of 1940 and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law; (iii) 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 applicable United States federal income tax law since the date of such deposit or during the period ending on the 123rd day after the date of such deposit, and such deposit 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 the Company is bound; (iv) if at such time the Securities of such series are listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Securities of such series will not be delisted as a result of such deposit, defeasance and discharge; (v) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge under this Section have been complied with; and (vi) if the Securities of such series are to be redeemed prior to the final maturity thereof (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made.such that

Defeasance and Discharge of Indenture. The Company shall be deemed to have paid and shall be discharged from any and all obligations in respect of the Securities of any series, on the 123rd day after the deposit referred to in clause (i) hereof has been made, and the provisions of this Indenture shall no longer be in effect with respect to the Securities of such series (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except as to: (a) rights of registration Holders of transfer and exchange, and the Company’s right Securities of optional redemption, (b) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (c) rights of holders such series to receive payments of principal thereof Principal thereof, premium thereto, and interest thereon, upon the original stated due dates therefor (but not upon acceleration)therefor, (db) the Company’s obligations with respect to the issuance of temporary Securities and the registration of transfer with respect to the Securities of such series, the Company’s right of optional redemption, substitution of mutilated, defaced, destroyed, lost or stolen Securities of such series and the maintenance an office or agency for payment for security payments held in trust pursuant to clause (i) hereof, (c) the rights, obligations and immunities of the Trustee hereunder hereunder, and (ed) the rights defeasance provisions contained in Article 8 of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of themthis Indenture; provided that the following conditions shall have been satisfied: (i) with reference to this provision Section 8.05 the Company irrevocably has deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.11) as trust funds in trust, for the purposes of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit benefits of the Holders of the Securities of such series, (A) money in an amount, or (B) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in subclause (x) or (y) of this clause (i) money in an amount), or (C) a combination thereof, in each case 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 discharge, without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable thereof, and which shall be applied by the Trustee to pay and discharge (x) all of the principal Principal of, premium, if any, and each installment of interest on the outstanding Securities of such series on the maturity or due dates thereof or if the Company has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee, the redemption date, as the case may be, and (y) any mandatory sinking fund payments or analogous payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of Securities of such series and the Indenture with respect to the Securities of such series; (ii) the Company has delivered to the Trustee (A) either (x) an Opinion of Counsel to the effect that that, the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) stating that, under then applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel will confirm that, Holders of Securities of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the Company’s exercise of its option under this Section 8.05 and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred, which Opinion of Counsel must be based upon a ruling of the Internal Revenue Service to the same effect or a change in applicable federal income tax law or related treasury regulations after the date of this Indenture or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (B) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law; (iii) immediately after giving effect no Default under either clause (d) or clause (e) of Section 6.01 (other than with respect 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, any Subsidiary Guarantor) shall have occurred and be continuing on the date of at such deposit or during the period ending on the 123rd day after the date of such deposit, and such deposit 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 the Company is boundtime; (iv) if at such time the Securities of such series are listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Securities of such series will not be delisted as a result of such deposit, defeasance and discharge; (v) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge under this Section 8.05 have been complied with; and (vi) if the Securities of such series are to be redeemed prior to the final maturity thereof (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made.

Defeasance and Discharge of Indenture. The Company and each Subsidiary Guarantor shall be deemed to have paid and shall be discharged from any and all obligations in respect of the Securities of any series, on the 123rd day after the deposit referred to in clause (ia) hereof has been made, and the provisions of this Indenture shall no longer be in effect with respect to the Securities of such series (and the Trustee, upon request and at the expense of the Company, shall execute proper instruments acknowledging the same), except as to: (a1) rights of registration of transfer and exchange, and the Company’s right of optional redemption, if any, (b2) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (c3) rights of holders to receive payments of principal thereof thereof, premium, if any, and interest thereon, upon the original stated due dates therefor (but not upon acceleration)) and remaining rights of the Holders to receive mandatory sinking fund payments, if any, (d4) the rights, obligations and immunities of the Trustee hereunder and (e5) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them; provided that the following conditions shall have been satisfied: (ia) with reference to this provision provision, the Company has deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.11) as trust funds Trustee, in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (A) money or the equivalent in an amountU.S. Government Obligations, or (B) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in subclause (x) or (y) of this clause (i) 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 without consideration of the reinvestment of such interest and after for payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (x) the principal of, premium, if any, and each installment of interest on the outstanding Securities of such series on the due dates thereof and (y) any mandatory sinking fund payments or analogous payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of Securities of such series and the Indenture with respect to the Securities of such series; (b) the deposit does not cause the Trustee with respect to the Securities to have a conflicting interest (within the meaning of Section 310(b) of the Trust Indenture Act) with respect to the Securities of such series; (c) the deposit will not result in a breach or violation of, or constitute a Default under, the Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; and (d) on the date of such deposit, (i) there is no continuing Event of Default, or event (including such deposit) which, with notice or lapse of time or both, would become an Event of Default with respect to the Securities of such series, and (ii) no Event of Default under the provisions of Section 6.01(e) or Section 6.01(f) or event which, with notice or lapse of time or both, would become an Event of Default under such bankruptcy or insolvency provisions shall have occurred and be continuing on the 91st day after such date; and (e) the Company has delivered to the Trustee (A) either (x) an Opinion of Counsel Counsel, by counsel of recognized standing in respect of U.S. federal income tax matters, to the effect that Holders of Securities of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the Company’s exercise of its option under this Section 8.05 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, defeasance and discharge had not occurred, which Opinion of Counsel must be based upon a ruling of the Internal Revenue Service to the same effect or a change in applicable federal income tax law or related treasury regulations after the date of this Indenture occurred or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (B) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law; (iii) 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 or during the period ending on the 123rd day after the date of such deposit, and such deposit 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 the Company is bound; (iv) if at such time the Securities of such series are listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Securities of such series will not be delisted as a result of such deposit, defeasance and discharge; (v) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge under this Section have been complied with; and (vi) if the Securities of such series are to be redeemed prior to the final maturity thereof (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made.

Defeasance and Discharge of Indenture. The Company shall Obligors will be deemed to have paid and shall will be discharged from any and all obligations in respect of the Securities of any series, Notes on the 123rd day after the date of the deposit referred to in clause (i1) hereof has been madeof this Section 8.02, and the provisions of this Indenture shall will no longer be in effect with respect to the Securities of such series (Notes, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except as to: (a) rights of registration of transfer and exchange, and the Company’s right of optional redemption, (b) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (c) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), (d) the rights, obligations and immunities of the Trustee hereunder and (e) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them; provided that the following conditions shall have been satisfiedsame if: (i1) with reference to this provision Section 8.02, the Company has deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.11) as trust funds Trustee, in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (A) money in an amount, or (B) and/or U.S. Government Obligations which that through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in subclause (x) or (y) of this clause (i) money in an amount, or amount sufficient (C) accompanied by a combination thereof, sufficient, in report delivered to the opinion of Trustee from a nationally recognized firm of independent public accountants expressed (which may be the regularly employed accountants of the Company) regarding the calculation of the amount deposited in a written certification thereof delivered comparison to the Trusteeinterest, premium, maturity and other terms of this Indenture) to pay and discharge without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (x) the principal of, premium, if any, and each installment of interest on the outstanding Securities Notes on the Stated Maturity of such series on the due dates thereof and (y) any mandatory sinking fund payments or analogous payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of Securities of such series this Indenture and the Indenture with respect to the Securities of such seriesNotes; (ii2) the Company has delivered to the Trustee Trustee (A) either (xi) an Opinion of Counsel to the effect that Holders of Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 8.05 8.02 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, deposit and defeasance and discharge had not occurred, which Opinion of Counsel must be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service (the “IRS”) to the same effect or unless there has been a change in applicable federal income tax law or related treasury regulations after the date of this Indenture Closing Date such that a ruling is no longer required or (yii) a ruling directed to the Trustee received from the Internal Revenue Service IRS to the same effect as the aforementioned Opinion of Counsel and Counsel, and (B) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and and, after the passage of 123 days following the deposit, the trust fund funds will not be subject to the effect of Section 547 of the U.S. Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law; (iii3) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default, or event that after the giving of notice or lapse of time or both would become an Event of Default, Default shall have occurred and be continuing on the date of such deposit or during the period ending on the 123rd day after the date of such deposit, and such deposit shall not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company, the Parent Company or any of their Subsidiaries is a party or by which the Company, the Parent Company or any of their Subsidiaries is bound;; and (iv4) if at such time the Securities of such series Notes are listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Securities of such series Notes will not be delisted as a result of such deposit, defeasance and discharge;; and (v5) the Company shall have has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance and discharge under contemplated by this Section 8.02 have been complied with; and (vi) if . Notwithstanding the Securities of such series are to be redeemed foregoing, prior to the final maturity thereof end of the 123-day period referred to in clause (other than from mandatory sinking fund payments 2)(B) of this Section 8.02, none of the Company’s or analogous payments), notice the Parent Company’s obligations under this Indenture shall be discharged. Subsequent to the end of such redemption shall have been duly given pursuant 123-day period with respect to this Indenture Section 8.02, the Company’s obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05, 8.06 and the rights, powers, trusts, duties and immunities of the Trustee hereunder shall survive until the Notes are no longer outstanding. Thereafter, only the Company’s obligations in Sections 7.07, 8.04, 8.05 and 8.06 shall survive. If and when a ruling from the IRS or provision therefor satisfactory an Opinion of Counsel referred to in clause (2)(A) of this Section 8.02 is able to be provided specifically without regard to, and not in reliance upon, the continuance of the Company’s obligations under Section 4.01, then the Company’s obligations under such Section 4.01 shall cease upon delivery to the Trustee of such ruling or Opinion of Counsel and compliance with the other conditions precedent provided for herein relating to the defeasance contemplated by this Section 8.02. After any such irrevocable deposit and delivery of an Officers’ Certificate and an Opinion of Counsel pursuant to clause (5) of this Section 8.02, the Trustee upon request shall have been madeacknowledge in writing the discharge of the Company’s obligations under the Notes and this Indenture except for those surviving obligations in the immediately preceding paragraph.

Defeasance and Discharge of Indenture. The Company Issuer shall be deemed to have paid and shall be discharged from any and the entire Indebtedness on all obligations in respect of the outstanding Securities of any series, on the 123rd day after date of the deposit referred to in clause subparagraph (ia) hereof has been madehereof, and the provisions of this Indenture Indenture, as it relates to such outstanding Securities, shall no longer be in effect with respect to the Securities of such series (and the Trustee, at the expense of the CompanyIssuer, shall execute proper instruments acknowledging the same), except as to: : (a1) rights of registration of transfer and exchange, and the Company’s Issuer's right of optional redemption, (b2) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (c3) rights of holders Holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), (d4) the rights, obligations and immunities of the Trustee hereunder and (e5) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them; provided PROVIDED that all of the following conditions shall have been satisfied: (ia) with reference to this provision the Company Issuer has deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.116.9) as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such seriesSecurities, (Ai) money in an amount, amount or (Bii) U.S. Government Obligations Securities which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in subclause (x) or (y) of this clause (i) below money in an amount, or (Ciii) a combination thereof, any one of options (i), (ii) or (iii) being 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 without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (x) Trustee, the principal of, premium, if any, of and each installment of principal and interest on the outstanding Securities as of the maturity date of such series on the due dates thereof and (y) any mandatory sinking fund payments principal or analogous payments applicable to the Securities installment of such series on the day on which such payments are due and payable in accordance with the terms of Securities of such series and the Indenture with respect to the Securities of such seriesinterest; (iib) [reserved]; (c) such deposit shall not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Issuer is a party or by which it is bound; (d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit; (e) the Company Issuer has delivered to the Trustee (A) either (x) an Opinion of Counsel to the effect that (i) the Holders of the Securities of such series will shall not recognize income, gain or loss for federal Federal income tax purposes as a result of the Company’s exercise of its option under this Section 8.05 such deposits, defeasance and discharge and will be subject to federal 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, defeasance and discharge had not occurred, which Opinion of Counsel must be based upon a ruling of the Internal Revenue Service to the same effect or a change in applicable federal income tax law or related treasury regulations after the date of this Indenture or (yii) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (B) an Opinion of Counsel to the effect that the creation of the defeasance trust does will not violate the Investment Company Act of 1940 1940, as amended, and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law; (iii) immediately after giving effect to such deposit on Holders of the Securities will have a pro forma basisvalid, 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 first priority lien on the date of such deposit or during the period ending on the 123rd day after the date of such deposit, and such deposit 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 the Company is bound;trust funds; and (ivf) if at such time the Securities of such series are listed on a national securities exchange, the Company Issuer has delivered to the Trustee an Opinion of Counsel to the effect that the Securities of such series will not be delisted as a result of such deposit, defeasance and discharge; (v) the Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance and discharge under contemplated by this Section provision have been complied with; and (vi) if the Securities of such series are to be redeemed prior to the final maturity thereof (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made.

Defeasance and Discharge of Indenture. The Company shall be deemed to have paid and shall be discharged from any and all obligations in respect of the Securities of any series, on the 123rd day after the deposit referred to in clause (i) hereof has been made, and the provisions of this Indenture shall no longer be in effect with respect to the Securities of such series (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except as to: (a) rights of registration of transfer and exchange, and the Company’s right of optional redemption, (b) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (c) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), (d) the rights, obligations and immunities of the Trustee hereunder and (e) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them; provided that the following conditions shall have been satisfied: (i) with reference to this provision the Company has deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.11) as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (A) money in an amount, or (B) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in subclause (x) or (y) of this clause (i) 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 without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (x) the principal of, premium, if any, Principal of and each installment of interest on the outstanding Securities of such series on the due dates thereof and (y) any mandatory sinking fund payments or analogous payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of Securities of such series and the Indenture with respect to the Securities of such series; (ii) the Company has delivered to the Trustee (A) either (x) an Opinion of Counsel to the effect that Holders and beneficial owners of Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 8.05 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, defeasance and discharge had not occurred, which Opinion of Counsel must be based upon a change in applicable U.S. federal income tax law or a ruling or administrative pronouncement of the Internal Revenue Service to the same effect or a change in applicable federal income tax law or related treasury regulations after the date of this Indenture or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (B) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section 15 of the New York Debtor and Creditor LawCounsel; (iii) 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 or during the period ending on the 123rd day after the date of such deposit, and such deposit 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 the Company is bound; (iv) if at such time the Securities of such series are listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Securities of such series will not be delisted as a result of such deposit, defeasance and discharge; (v) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge under this Section have been complied with; and (vi) if the Securities of such series are to be redeemed prior to the final maturity thereof (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made.

Defeasance and Discharge of Indenture. The Company shall will be deemed to have paid and shall will be discharged from any and all obligations in respect of the Securities of any series, Notes on the 123rd day after the deposit referred to in clause (i) hereof has been madebelow, and the provisions of this Indenture shall will no longer be in effect with respect to the Securities of such series (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except as to: (a) rights of registration of transfer and exchange, and the Company’s right of optional redemption, (b) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (c) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), (d) the rights, obligations and immunities of the Trustee hereunder and (e) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them; provided that the following conditions shall have been satisfiedNotes if: (iA) with reference to this provision the Company has deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.11) as trust funds Trustee, in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (A) money in an amount, or (B) and/or U.S. Government Obligations which that through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in subclause (x) or (y) of this clause (i) 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 without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (x) the principal of, premium, if any, and each installment of accrued interest on the outstanding Securities Notes on the Stated Maturity of such series on the due dates thereof and (y) any mandatory sinking fund payments or analogous payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of Securities of such series this Indenture and the Indenture with respect to the Securities of such seriesNotes; (iiB) the Company has delivered to the Trustee (Ai) either (x) an Opinion of Counsel to the effect that Holders of Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s 's exercise of its option under this Section 8.05 8.02 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, defeasance and discharge had not occurred, which Opinion of Counsel must be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service to the same effect or unless there has been a change in applicable federal income tax law or related treasury regulations after the date of this Indenture Closing Date such that a ruling is no longer required or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (Bii) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law; (iiiC) 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 or during the period ending on the 123rd day after the date of such deposit, and such deposit shall not result in a breach or violation of, or constitute a default under, any other 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 (ivD) if at such time the Securities of such series Notes are listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Securities of such series Notes will not be delisted as a result of such deposit, defeasance and discharge; . Notwithstanding the foregoing, prior to the end of the 123-day period referred to in clause (vB)(ii) of this Section 8.02, none of the Company Company's obligations under this Indenture shall have delivered be discharged. Subsequent to the end of such 123-day period with respect to this Section 8.02, the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 4.17, 7.07, 7.08, 8.05 and 8.06 shall survive until the Notes are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.05 and 8.06 shall survive. If and when a ruling from the Internal Revenue Service or an Opinion of Counsel referred to in clause (B)(i) of this Section 8.02 may be provided specifically without regard to, and not in reliance upon, the continuance of the Company's obligations under Section 4.01, then the Company's obligations under such Section 4.01 shall cease upon delivery to the Trustee an Officers’ Certificate and an of such ruling or Opinion of Counsel, each stating that all Counsel and compliance with the other conditions precedent provided for herein relating to the defeasance and discharge under contemplated by this Section have been complied with; and 8.02. After the 123 day period referred to in clause (viB)(ii) if of this Section 8.02, the Securities Trustee upon Company Order shall acknowledge in writing the discharge of such series are to be redeemed prior to the final maturity thereof (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to Company's obligations under the Notes and this Indenture or provision therefor satisfactory to except for those surviving obligations in the Trustee shall have been madeimmediately preceding paragraph.

Defeasance and Discharge of Indenture. The Company shall be deemed to have paid and shall be discharged from any and all obligations in respect of the Securities of any seriesSecurities, on the 123rd 183rd day after the deposit referred to in clause (i‎(i) hereof of this ‎Section 7.01 has been made, made and the provisions of this Indenture shall will no longer be in effect with respect to the Securities of such series (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except as to: to (a1) rights of registration of transfer and exchange, and the Company’s right of optional redemption, (b2) substitution of apparently mutilated, defaced, destroyed, lost or stolen SecuritiesCertificates, (c3) rights of holders obligations to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), (d) the rights, obligations and immunities of the Trustee hereunder maintain paying agencies and (e4) the rights of the Securityholders of such series Holders as beneficiaries hereof with respect to the property monies so deposited with the Trustee payable to all or any of them; provided that the following conditions shall have been satisfied: (i) with reference to this provision the Company has deposited or caused to be irrevocably (A) deposited with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.11) as trust funds its agent), in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (A) money in an amount, or (B) and/or U.S. Government Obligations which or any combination thereof that through the payment of interest Distribution (including any Arrears of Distribution and any Additional Distribution Amount) and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in subclause (x) or (y) of this clause (i) 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 without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (x) the principal of, premiumof and accrued and unpaid Distribution (including any Arrears of Distribution and any Additional Distribution Amount) and Additional Amounts, if any, and each installment of interest on the outstanding Securities of such series on the due dates thereof and (y) any mandatory sinking fund payments or analogous payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of Securities of such series this Indenture and the Indenture with respect Securities and (B) delivered to the Trustee an Opinion of Counsel or a certificate of an internationally recognized firm of independent accountants to the effect that the amount deposited by the Company is sufficient to provide payment for the principal of, accrued and unpaid Distribution (including any Arrears of Distribution and any Additional Distribution Amount), and Additional Amounts, if any, on, the Securities in accordance with the terms of such seriesthis Indenture; (ii) the Company has delivered to the Trustee (A) either (x) an Opinion of Counsel to the effect that Holders of Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 8.05 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, defeasance and discharge had not occurred, which Opinion of Counsel must be based upon a ruling of the Internal Revenue Service to the same effect or a change in applicable federal income tax law or related treasury regulations after the date of this Indenture or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (B) an Opinion of Counsel recognized international standing to the effect that the creation of the defeasance trust does not violate the U.S. Investment Company Act of 1940 1940, as amended, and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. United States Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law;; and (iii) 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 or during the period ending on the 123rd 183rd day after the date of such deposit, and such deposit 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 the Company is bound; (iv) if at such time the Securities of such series are listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Securities of such series will not be delisted as a result of such deposit, defeasance and discharge; (v) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge under this Section have been complied with; and (vi) if the Securities of such series are to be redeemed prior to the final maturity thereof (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made.

Defeasance and Discharge of Indenture. The Company shall be deemed to have paid and shall be discharged from any and all may terminate its obligations in respect of under the Securities of any series, on the 123rd day after the deposit referred to in clause Indenture when: (a) either (i) hereof has all the Notes that have been madeauthenticated and delivered have been accepted by the Trustee for cancellation (other than any Notes which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08); or (ii) all the provisions of this Indenture Notes that have not been accepted by the Trustee for cancellation shall no longer be in effect with respect have become due and payable, or are by their terms to become due and payable within one year, or the Company shall have made irrevocable arrangements satisfactory to the Securities Trustee for the giving of notice of redemption by such series Trustee in the Company’s name and at the Company’ expense and in each case the Company have irrevocably deposited or caused to be deposited with the Trustee sufficient funds to pay and discharge the entire indebtedness on the Notes; and (b) the Company shall have paid or caused to be paid all other sums then due and payable under the Indenture; and (c) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent under the Indenture relating to the satisfaction and discharge of the indenture have been complied with. If the foregoing conditions are met, the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments prepared by the Company acknowledging such satisfaction of and discharging the same), Indenture except as to: : (ai) rights of registration of transfer and exchange, and exchange of Notes; (ii) the Company’s right of optional redemption, ; (biii) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, Notes; (civ) rights of holders Holders to receive payments payment of principal thereof the Principal Amount, interest or the Redemption Price when due and interest thereon, upon the original stated due dates therefor payable; (but not upon acceleration), (dv) the rights, obligations powers, trusts, duties and immunities of the Trustee hereunder and hereunder, (evi) the rights of the Securityholders of such series Holders as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them; provided that and the following conditions shall have been satisfied: (i) with reference to this provision rights of the Company has deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.11) as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (A) repaid any money in an amount, or (B) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in subclause (x) or (y) of this clause (i) 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 without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (x) the principal of, premium, if any, and each installment of interest on the outstanding Securities of such series on the due dates thereof and (y) any mandatory sinking fund payments or analogous payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of Securities of such series and the Indenture with respect to the Securities of such series; (ii) the Company has delivered to the Trustee (A) either (x) an Opinion of Counsel to the effect that Holders of Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 8.05 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, defeasance and discharge had not occurred, which Opinion of Counsel must be based upon a ruling of the Internal Revenue Service to the same effect or a change in applicable federal income tax law or related treasury regulations after the date of this Indenture or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (B) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law; (iii) 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 or during the period ending on the 123rd day after the date of such deposit, and such deposit 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 the Company is bound; (iv) if at such time the Securities of such series are listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Securities of such series will not be delisted as a result of such deposit, defeasance and discharge; (v) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge under this Section have been complied with; and (vi) if the Securities of such series are to be redeemed prior to the final maturity thereof (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been madeSections 9.05 and 9.06.

Defeasance and Discharge of Indenture. The Company shall be deemed to have paid and shall be discharged from any and all obligations in respect of the Securities of any series, on the 123rd day after the deposit referred to in clause (ia) hereof has been made, and the provisions of this Indenture shall no longer be in effect with respect to the Securities of such series (and the Trustee, upon request and at the expense of the Company, shall execute proper instruments acknowledging the same), except as to: (a1) rights of registration of transfer and exchange, and the Company’s right of optional redemption, if any, (b2) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (c3) rights of holders to receive payments of principal thereof thereof, premium, if any, and interest thereon, upon the original stated due dates therefor (but not upon acceleration)) and remaining rights of the Holders to receive mandatory sinking fund payments, if any, (d4) the rights, obligations and immunities of the Trustee hereunder and (e5) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them; provided that the following conditions shall have been satisfied: (ia) with reference to this provision provision, the Company has deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.11) as trust funds Trustee, in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (A) money or the equivalent in an amountU.S. Government Obligations, or (B) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in subclause (x) or (y) of this clause (i) 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 without consideration of the reinvestment of such interest and after for payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (x) the principal of, premium, if any, and each installment of interest on the outstanding Securities of such series on the due dates thereof and (y) any mandatory sinking fund payments or analogous payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of Securities of such series and the Indenture with respect to the Securities of such series; (b) the deposit does not cause the Trustee with respect to the Securities to have a conflicting interest (within the meaning of Section 310(b) of the Trust Indenture Act) with respect to the Securities of such series; (c) the deposit will not result in a breach or violation of, or constitute a Default under, the Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; and (d) on the date of such deposit, (i) there is no continuing Event of Default, or event (including such deposit) which, with notice or lapse of time or both, would become an Event of Default with respect to the Securities of such series, and (ii) no Event of Default under the provisions of Section 6.01(e) or Section 6.01(f) or event which, with notice or lapse of time or both, would become an Event of Default under such bankruptcy or insolvency provisions shall have occurred and be continuing on the 91st day after such date; and (e) the Company has delivered to the Trustee (A) either (x) an Opinion of Counsel Counsel, by counsel of recognized standing in respect of U.S. federal income tax matters, to the effect that Holders of Securities of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the Company’s exercise of its option under this Section 8.05 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, defeasance and discharge had not occurred, which Opinion of Counsel must be based upon a ruling of the Internal Revenue Service to the same effect or a change in applicable federal income tax law or related treasury regulations after the date of this Indenture occurred or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (B) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law; (iii) 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 or during the period ending on the 123rd day after the date of such deposit, and such deposit 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 the Company is bound; (iv) if at such time the Securities of such series are listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Securities of such series will not be delisted as a result of such deposit, defeasance and discharge; (v) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge under this Section have been complied with; and (vi) if the Securities of such series are to be redeemed prior to the final maturity thereof (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made.

Defeasance and Discharge of Indenture. The Company Issuer shall be deemed to have paid and shall be discharged from any and the entire indebtedness on all obligations in respect of the Outstanding Securities of any series, on the 123rd 91st day after the date of the deposit referred to in clause subparagraph (id) hereof has been madeof this Section, and the provisions of this Indenture Indenture, as it relates to such Outstanding Securities, shall no longer be in effect with respect to the Securities of such series (and the Trustee, at the expense of the CompanyIssuer, shall at Issuer Request, execute proper instruments acknowledging the same), except as to: : (a) rights of registration of transfer and exchange, and the Company’s right of optional redemption, (b) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (c) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), (d) the rights, obligations and immunities of the Trustee hereunder and (e) the rights of Holders of Securities to receive, from the Securityholders trust funds described in subparagraph (d) hereof, (i) payment of the principal of (and premium, if any) and each installment of principal of (and premium, if any) or interest on the Outstanding Securities on the Stated Maturity of such series as beneficiaries hereof principal or installment of principal or interest and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities; (b) the Issuer's obligations with respect to such Securities under Sections 305, 306, 1002 and 1003; and (c) the property so deposited with obligations of the Issuer to the Trustee payable to all or any of them; under Section 607, provided that that, the following conditions shall have been satisfied: (i1) with reference to this provision the Company Issuer has deposited or caused to be irrevocably deposited (except as provided in Section 402) with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.11) as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such seriesSecurities, (Ai) money in an amount, or (Bii) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in subclause clause (xA) or (yB) of this clause (i) subparagraph money in an amount, or (Ciii) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (xA) the principal of, of (and premium, if any, ) and each installment of principal of (and premium, if any) and interest on the outstanding Outstanding Securities on the Stated Maturity of such series principal or installment of principal or interest or on the due dates thereof applicable Redemption Date and (yB) any mandatory sinking fund payments or analogous payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of Securities this Indenture and of the Securities; (2) such series and deposit shall not cause the Indenture Trustee with respect to the Securities to have a conflicting interest for purposes of such seriesthe Trust Indenture Act with respect to the Securities; (ii3) such 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 Issuer is a party or by which it is bound; (4) no Event of Default or event which with notice or lapse of time would become an Event of Default with respect to the Securities shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date; (5) if the deposit referred to in subparagraph (d) of this Section is to be made on or prior to one year from the Stated Maturity for payment of principal of the Outstanding Securities, the Issuer has delivered to the Trustee (A) either (x) an Opinion of Counsel with no material qualifications or a favorable ruling of the Internal Revenue Service, in either case to the effect that Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 8.05 such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times times, as would have been the case if such deposit, defeasance and discharge had not occurred, which Opinion of Counsel must be based upon a ruling of the Internal Revenue Service to the same effect or a change in applicable federal income tax law or related treasury regulations after the date of this Indenture or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (B) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law; (iii) 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 or during the period ending on the 123rd day after the date of such deposit, and such deposit 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 the Company is bound; (iv) if at such time the Securities of such series are listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Securities of such series will not be delisted as a result of such deposit, defeasance and discharge; (v) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge under this Section have been complied with; and (vi) if the Securities of such series are to be redeemed prior to the final maturity thereof (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made.

Defeasance and Discharge of Indenture. The Company shall be deemed to have paid and shall be discharged from any and all obligations in respect of the Securities Notes of any series, on the 123rd day after the deposit referred to in clause (iA) hereof of this Section 8.02 has been mademade with respect to the Notes of such series, and the provisions of this Indenture shall no longer be in effect with respect to the Securities Notes of such series (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except as to: (a) rights of registration of transfer and exchange, and the Company’s right of optional redemption, (b) substitution of apparently mutilated, defaced, destroyed, lost or stolen SecuritiesNotes of such series, (c) rights of holders Holders to receive payments of principal thereof thereof, premium, if any, of such series and interest thereon, upon the original stated due dates therefor (but not upon acceleration), (d) the rights, obligations and immunities of the Trustee hereunder and the Company’s obligations in connection therewith and (e) the rights of the Securityholders Holders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them; provided that the following conditions shall have been satisfied: (iA) with reference to this provision the Company has deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.11Sections 7.08 and 7.10) as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities Notes of such the applicable series, (Ai) money in an amount, or (Bii) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in subclause (x) or (y) of this clause (iA) money in an amount, or (Ciii) 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 without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (x) the principal of, premium, if any, and each installment of interest on the outstanding Securities Notes of such series on the due dates thereof and (y) any mandatory sinking fund payments or analogous payments applicable to the Securities Notes of such series on the day on which such payments are due and payable in accordance with the terms of Securities the Notes of such series and the Indenture with respect to the Securities Notes of such series; (iiB) the Company has delivered to the Trustee (Ai) either (x) an Opinion of Counsel to the effect that Holders of Securities Notes of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 8.05 8.02 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, defeasance and discharge had not occurred, which Opinion of Counsel must be based upon a ruling of the Internal Revenue Service to the same effect or a change in applicable federal income tax law or related treasury regulations after the date of this Indenture or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (Bii) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law; (iiiC) immediately after giving effect to such deposit on a pro forma form a basis, no Event of DefaultDefault with respect to such series of Notes, or event that after the giving of notice or lapse of time or both would become an Event of DefaultDefault with respect to such series of Notes, shall have occurred and be continuing on the date of such deposit or during the period ending on the 123rd day after the date of such deposit, and such deposit 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 the Company is bound;; and (ivD) if at such time the Securities Notes of such series are listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Securities Notes of such series will not be delisted as a result of such deposit, defeasance and discharge; (v) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge under this Section have been complied with; and (vi) if the Securities of such series are to be redeemed prior to the final maturity thereof (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made.

Defeasance and Discharge of Indenture. The Company and the Guarantor shall be deemed to have paid and shall be discharged from any and the entire indebtedness on all obligations in respect of the Outstanding Securities of any series, on the 123rd day after first date all the deposit referred to conditions set forth in clause (i) hereof has been madethe proviso below are satisfied, and the provisions of this Indenture Indenture, as it relates to such Outstanding Securities, shall no longer be in effect with respect to the Securities of such series (and the Trustee, at the expense of the CompanyCompany or the Guarantor, shall at Company Request from the Company or the Guarantor, as the case may be, execute proper instruments acknowledging the same), except as to: : (a) rights of registration of transfer and exchange, and the Company’s right of optional redemption, (b) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (c) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), (d) the rights, obligations and immunities of the Trustee hereunder and (e) the rights of Holders of Securities to receive, from the Securityholders trust funds described in subparagraph (1) hereof, (i) payment of the principal of (and premium, if any) and each installment of principal of (and premium, if any) or interest on the Securities on the Stated Maturity of such series as beneficiaries hereof principal or installment of principal or interest or on a Redemption Date and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities; (b) the Company’s and the Guarantor’s obligations with respect to such Securities under Sections 3.04, 3.05, 3.06, 4.02, 4.05, 7.01, 7.02, 10.02 and 10.03; and (c) the property so deposited with obligations of the Company and the Guarantor to the Trustee payable to all or any of them; under Section 6.07, provided that the following conditions shall have been satisfied: (i1) with reference to this provision the Company or the Guarantor has deposited or caused to be irrevocably deposited (except as provided in Section 4.02) with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.11) as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, Securities, (Ai) money in U.S. Dollars (or if the Securities are denominated in a currency other than U.S. dollars, an amountamount of the applicable currency) in an amount sufficient, or or (Bii) (a) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in subclause clause (xA) or (yB) of this clause (i) subparagraph money in an amount, or (Cb) a combination thereofof such money and such U.S. Government Obligations, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (xA) the principal of, of (and premium, if any, ) and each installment of principal of (and premium, if any) and interest on the outstanding Outstanding Securities on the Stated Maturity of such series principal or installment of principal or interest or on the due dates thereof applicable Redemption Date and (yB) any mandatory sinking fund payments or analogous payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of Securities this Indenture and of the Securities; (2) such series and deposit shall not cause the Indenture Trustee with respect to the Securities to have a conflicting interest for purposes of such seriesthe Trust Indenture Act with respect to the Securities; (ii3) such 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 has or the Guarantor is a party or by which it is bound; (4) no Event of Default or event which with notice or lapse of time would become an Event of Default with respect to the Securities shall have occurred and be continuing on the date of such deposit; and (5) if the deposit referred to in subparagraph (1) of this Section 4.03 is to be made on or prior to one year from the Stated Maturity for payment of principal of the Outstanding Securities, the Company and the Guarantor shall have delivered to the Trustee (A) either (x) an Opinion of Counsel with no material qualifications or a favorable ruling of the Internal Revenue Service, in either case to the effect that Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 8.05 such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times times, as would have been the case if such deposit, defeasance and discharge had not occurred, which Opinion of Counsel must be based upon a ruling of the Internal Revenue Service to the same effect or a change in applicable federal income tax law or related treasury regulations after the date of this Indenture or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (B) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law; (iii) 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 or during the period ending on the 123rd day after the date of such deposit, and such deposit 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 the Company is bound; (iv) if at such time the Securities of such series are listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Securities of such series will not be delisted as a result of such deposit, defeasance and discharge; (v) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge under this Section have been complied with; and (vi) if the Securities of such series are to be redeemed prior to the final maturity thereof (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made.

Defeasance and Discharge of Indenture. The Company shall be deemed may terminate its obligations under the Indenture with respect to have paid and shall be discharged from any and all obligations in respect a series of the Securities of any series, on the 123rd day after the deposit referred to in clause Notes when: (a) either (i) hereof has all the Notes of such series that have been madeauthenticated and delivered have been accepted by the Trustee for cancellation (other than any Notes of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08); or (ii) all the Notes of such series that have not been accepted by the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year, and the provisions of this Indenture Company shall no longer be in effect with respect have made irrevocable arrangements satisfactory to the Securities Trustee for the giving of notice of redemption by such Trustee in the Company’s name and at the Company’ expense and the Company have irrevocably deposited or caused to be deposited with the Trustee sufficient funds to pay and discharge the entire indebtedness on such series of Notes; and (b) the Company shall have paid or caused to be paid all other sums then due and payable under the Indenture; and (c) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent under the Indenture relating to the satisfaction and discharge of the indenture have been complied with. If the foregoing conditions are met, the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments prepared by the Company acknowledging such satisfaction of and discharging the same), Indenture with respect to such series except as to: : (ai) rights of registration of transfer and exchange, and exchange of Notes of such series; (ii) the Company’s right of optional redemption, ; (biii) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, Notes; (civ) rights of holders Holders to receive payments payment of principal thereof the Principal Amount, premium (if any) and interest thereon, upon the original stated when due dates therefor and payable; (but not upon acceleration), (dv) the rights, obligations powers, trusts, duties and immunities of the Trustee hereunder and hereunder; and (evi) the rights of the Securityholders Holders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them; provided that and the following conditions shall have been satisfied: (i) with reference to this provision rights of the Company has deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.11) as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (A) repaid any money in an amount, or (B) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in subclause (x) or (y) of this clause (i) 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 without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (x) the principal of, premium, if any, and each installment of interest on the outstanding Securities of such series on the due dates thereof and (y) any mandatory sinking fund payments or analogous payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of Securities of such series and the Indenture with respect to the Securities of such series; (ii) the Company has delivered to the Trustee (A) either (x) an Opinion of Counsel to the effect that Holders of Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 8.05 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, defeasance and discharge had not occurred, which Opinion of Counsel must be based upon a ruling of the Internal Revenue Service to the same effect or a change in applicable federal income tax law or related treasury regulations after the date of this Indenture or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (B) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law; (iii) 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 or during the period ending on the 123rd day after the date of such deposit, and such deposit 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 the Company is bound; (iv) if at such time the Securities of such series are listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Securities of such series will not be delisted as a result of such deposit, defeasance and discharge; (v) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge under this Section have been complied with; and (vi) if the Securities of such series are to be redeemed prior to the final maturity thereof (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been madeSections 9.05 and 9.06.

Defeasance and Discharge of Indenture. The Company shall and each Guarantor will be deemed to have paid and shall will be discharged from any and all obligations in respect of the Securities of any series, Notes and the Note Guarantees on the 123rd day after the date of the deposit referred to in clause (iA) hereof has been madeof this Section 8.02, and the provisions of this Indenture shall will no longer be in effect with respect to the Securities of such series (Notes and the Note Guarantees, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except as to: to (ai) rights of registration of transfer and exchange, and the Company’s right of optional redemption, (bii) substitution of apparently mutilated, defaced, destroyed, lost or stolen SecuritiesNotes, (ciii) rights of holders Holders to receive payments of principal thereof and interest thereon, upon (iv) the original stated due dates therefor (but not upon acceleration)Company's obligations under Section 4.02, (dv) the rights, obligations and immunities of the Trustee hereunder and (evi) the rights of the Securityholders of such series Holders as beneficiaries hereof of this Indenture with respect to the property so deposited with the Trustee payable to all or any of them; provided that the following conditions shall have been satisfied: (iA) with reference to this provision the Company has deposited or caused to be irrevocably the Guarantors have deposited with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.11) as trust funds Trustee, in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (A) money in an amount, or (B) and/or U.S. Government Obligations which that through the payment of interest and principal in respect thereof in accordance with their terms will provide provide, not later than one day before the due date of any payment referred to in subclause (x) or (y) of this clause (i) A), money in an amount, or (C) a combination thereof, sufficient, amount sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, Trustee to pay and discharge without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (x) the principal of, premium, if any, and each installment of accrued interest on the outstanding Securities Notes on the Stated Maturity of such series on the due dates thereof and (y) any mandatory sinking fund payments or analogous payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of Securities the Indenture and the Notes and shall have irrevocably instructed the Trustee to apply such money to the payment of such series principal, premium and the Indenture with respect to the Securities of such seriesinterest; (iiB) the Company has delivered to the Trustee (Ai) either (x) an Opinion of Counsel to the effect that Holders of Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s 's or any Guarantor's exercise of its option under this Section 8.05 8.02 provision 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, defeasance and discharge had not occurred, which Opinion of Counsel must be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service to the same effect or unless there has been a change in applicable federal income tax law or related treasury regulations after the date of this Indenture such that a ruling is no longer required or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (Bii) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law1940; (iiiC) 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 or during the period ending on the 123rd day after the date of such deposit, and such deposit shall not result in a breach or violation of, or constitute a default under, any other 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; (ivD) if at such time the Securities of such series Notes are listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Securities of such series Notes will not be delisted as a result of such deposit, defeasance and discharge;; and (vE) the Company shall have has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance and discharge under contemplated by this Section 8.02 have been complied with; and (vi) if . Notwithstanding the Securities of such series are to be redeemed foregoing, prior to the final maturity thereof end of the 123-day (other than from mandatory sinking fund payments or analogous payments)one year) period referred to in clause (B)(ii) of this Section 8.02, notice none of the Company's or Guarantors' obligations under this Indenture shall be discharged. Subsequent to the end of such redemption shall have been duly given pursuant 123-day (or one year) period with respect to this Indenture Section 8.02, the Company's and each Guarantor's obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.09, 2.14, 4.01, 4.02, 7.06, 7.07, 8.04, 8.05 and 8.06 shall survive until the Notes are no longer outstanding. Thereafter, only the Company's and the Guarantors' obligations in Sections 7.06, 8.05 and 8.06 shall survive. If and when a ruling from the Internal Revenue Service or provision therefor satisfactory an Opinion of Counsel referred to in clause (B)(i) of this Section 8.02 is able to be provided specifically without regard to, and not in reliance upon, the continuance of the Company's obligations under Section 4.01 and the Guarantors' obligations under Article Ten, then the Company's obligations under such Section 4.01 and the Guarantors' obligations under Article Ten shall cease upon delivery to the Trustee of such ruling or Opinion of Counsel and compliance with the other conditions precedent provided for herein relating to the defeasance contemplated by this Section 8.02. After any such irrevocable deposit, the Trustee upon request shall have been madeacknowledge in writing the discharge of the Company's and each Guarantor's obligations under the Notes and the Note Guarantees, respectively, and this Indenture except for those surviving obligations in the immediately preceding paragraph.

Defeasance and Discharge of Indenture. The Company shall be deemed to have paid and shall be discharged from any and all obligations in respect of the Securities of any series, on the 123rd day after the deposit referred to in clause (i) hereof has been made, and the provisions of this Indenture shall no longer be in effect with respect to the Securities of such series (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except as to: (a) rights of registration of transfer and exchange, and the Company’s right of optional redemption, (b) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (c) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), (d) the rights, obligations and immunities of the Trustee hereunder and (e) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them; provided that the following conditions shall have been satisfied: (i) with reference to this provision the Company has deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.11) as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (A) money in an amount, or (B) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in subclause (x) or (y) of this clause (i) 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 without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (x) the principal of, premium, if any, and each installment of interest on the outstanding Securities of such series on the due dates thereof and (y) any mandatory sinking fund payments or analogous payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of Securities of such series and the Indenture with respect to the Securities of such series; (ii) the Company has delivered to the Trustee (A) either (x) an Opinion of Counsel to the effect that Holders of Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 8.05 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, defeasance and discharge had not occurred, which Opinion of Counsel must be based upon a ruling of the Internal Revenue Service to the same effect or a change in applicable federal income tax law or related treasury regulations after the date of this Indenture or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (B) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law; (iii) 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 or during the period ending on the 123rd day after the date of such deposit, and such deposit 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 the Company is bound; ; (iv) if at such time the Securities of such series are listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Securities of such series will not be delisted as a result of such deposit, defeasance and discharge; (v) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge under this Section have been complied with; and (vi) if the Securities of such series are to be redeemed prior to the final maturity thereof (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made.

Defeasance and Discharge of Indenture. The Company shall will be deemed to have paid and shall will be discharged from any and all obligations in respect of the Securities of any series, on the 123rd day (or, to the extent applicable under clause (D) below, one year) after the date of the deposit referred to in clause (iA) hereof has been made, and the provisions of this Indenture shall no longer be in effect with respect to the Securities of such series (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except as to: (a) rights of registration of transfer and exchange, and the Company’s right of optional redemption, (b) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (c) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), (d) the rights, obligations and immunities of the Trustee hereunder and (e) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them; provided that the following conditions shall have been satisfiedSection 8.02 if: (iA) with reference to this provision Section 8.02, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.117.10 of this Indenture) and conveyed all right, title and interest for the benefit of the Holders, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, specifically pledged to the Trustee for the benefit of the Holders as security forfor payment of the principal of, premium, if any, and interest, if any, on the Securities, and dedicated solely to, the benefit of the Holders of the Securities of such seriesHolders, in and to (A1) money in an amount, or (B2) U.S. Government Obligations which that, through the payment of interest interest, premium, if any, and principal in respect thereof in accordance with their terms terms, will provide provide, not later than one day before the due date of any payment referred to in subclause (x) or (y) of this clause (i) A), money in an amount, amount or (C3) a combination thereof, thereof in an amount 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 discharge, without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (x) Trustee, the principal of, premium, if any, and each installment of accrued interest on the outstanding Securities at the Stated Maturity or earlier optional redemption of such series on principal or interest; provided, however, that the due dates thereof and (y) any mandatory sinking fund payments Trustee shall have been irrevocably instructed to apply such money or analogous payments applicable the proceeds of such U.S. Government Obligations to the Securities payment of such series on the day on which such payments are due principal, premium, if any, and payable in accordance with the terms of Securities of such series and the Indenture interest with respect to the Securities of such seriesSecurities; (iiB) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (C) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default shall have occurred and be continuing on the date of such deposit; and no Default or Event of Default shall occur during the period ending on the 123rd day (or one year) after such date of deposit; (D) the Company has shall have delivered to the Trustee (A1) either (x) an Opinion of Counsel a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Holders of Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s 's exercise of its option under this Section 8.05 8.02 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, defeasance and discharge option had not occurred, which Opinion of Counsel must be based upon a ruling of the Internal Revenue Service to the same effect or a change in applicable federal income tax law or related treasury regulations after the date of this Indenture been exercised or (y) a ruling directed to the Trustee received from the Internal Revenue Service an Opinion of Counsel to the same effect as the aforementioned Opinion ruling described in clause (x) above accompanied by a ruling to that effect published by the Internal Revenue Service, unless there has been a change in the applicable federal income tax law since the date of Counsel this Indenture such that a ruling from the Internal Revenue Service is no longer required and (B2) an Opinion of Counsel to the effect that (x) the creation of the defeasance trust does not violate the Investment Company Act of 1940 and (y) after the passage of 123 days following the deposit (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 fund funds will not be subject to the effect of Section 547 of the U.S. Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or Section 15 of the New York Debtor and Creditor LawLaw in a case commenced by or against the Company under either such statute, and either (i) the trust funds will no longer remain the property of the Company (and therefore will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally) or (ii) if a court were to rule under any such law in any case or proceeding that the trust funds remained property of the Company (a) assuming such trust funds remained in the possession of the Trustee prior to such court ruling to the extent not paid to the Holders, the Trustee will hold, for the benefit of the Holders, a valid and perfected security interest in such trust funds that is not avoidable in bankruptcy or otherwise except for the effect of Section 552(b) of the United States Bankruptcy Code on interest on the trust funds accruing after the commencement of a case under such statute and (b) the Holders will be entitled to receive adequate protection of their interests in such trust funds if such trust funds are used in such case or proceeding; (iii) 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 or during the period ending on the 123rd day after the date of such deposit, and such deposit 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 the Company is bound; (ivE) if at such time the Securities of such series are then listed on a national securities exchange, the Company has shall have delivered to the Trustee an Opinion of Counsel to the effect that such deposit defeasance and discharge will not cause the Securities of such series will not to be delisted as a result of such deposit, defeasance and discharge;delisted; and (vF) the Company shall have has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance and discharge under contemplated by this Section 8.02 have been complied with; and (vi) if . Notwithstanding the Securities of such series are to be redeemed foregoing, prior to the final maturity thereof end of the 123-day (other than from mandatory sinking fund payments or analogous payments)one year) period referred to in clause (D)(2)(y) of this Section 8.02, notice none of the Company's obligations under this Indenture shall be discharged. Subsequent to the end of such redemption shall have been duly given pursuant 123- day (or one year) period with respect to this Indenture Section 8.02, the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.11, 4.01, 4.02, 7.07, 7.08, 8.05 and 8.06 shall survive until the Securities are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.05 and 8.06 shall survive. If and when a ruling from the Internal Revenue Service or provision therefor satisfactory an Opinion of Counsel referred to in clause (D)(1) of this Section 8.02 may be provided specifically without regard to, and not in reliance upon, the continuance of the Company's obligations under Section 4.01, then the Company's obligations under such Section 4.01 shall cease upon delivery to the Trustee of such ruling or Opinion of Counsel and compliance with the other conditions precedent provided for herein relating to the defeasance contemplated by this Section 8.02. After any such irrevocable deposit, the Trustee upon written request shall have been madeacknowledge in writing the discharge of the Company's obligations under the Securities and this Indenture except for those surviving obligations in the immediately preceding paragraph.

Defeasance and Discharge of Indenture. The Company shall be deemed to have paid and shall be discharged from any and all obligations in respect of the Securities of any series, on the 123rd day after the deposit referred to in clause (i) hereof has been made, and the provisions of this Indenture shall no longer be in effect with respect to the Securities of such series (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except as to: (a) rights of registration of transfer and exchange, and the Company’s right of optional redemption, (b) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (c) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), (d) the rights, obligations and immunities of the Trustee hereunder and (e) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them; provided that the following conditions shall have been satisfied: (i) with reference to this provision the Company has deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.11) as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (A) money in an amount, or (B) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in subclause (x) or (y) of this clause (i) 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 without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (x) the principal of, premium, if any, and each installment of interest on the outstanding Securities of such series on the due dates thereof and (y) any mandatory sinking fund payments or analogous payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of Securities of such series and the Indenture with respect to the Securities of such series; (ii) the Company has delivered to the Trustee (A) either (x) an Opinion of Counsel to the effect that Holders of Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 8.05 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, defeasance and discharge had not occurred, which Opinion of Counsel must be based upon a ruling of the Internal Revenue Service to the same effect or a change in applicable federal income tax law or related treasury regulations after the date of this Indenture or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (B) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law; (iii) 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 or during the period ending on the 123rd day after the date of such deposit, and such deposit 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 the Company is bound; (iv) if at such time the Securities of such series are listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Securities of such series will not be delisted as a result of such deposit, defeasance and discharge; (v) the Company shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge under this Section have been complied with; and (vi) if the Securities of such series are to be redeemed prior to the final maturity thereof (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made.

Defeasance and Discharge of Indenture. The Company shall will be deemed to have paid and shall will be discharged from any and all obligations in respect of the Securities of any series, Notes on the 123rd day after the deposit referred to in clause (iA) hereof has been madeof this Section 8.02, and the provisions of this Indenture shall will no longer be in effect with respect to the Securities Notes (except for, among other matters, certain obligations to register the transfer or exchange of such series (the Notes, to replace stolen, lost or mutilated Notes, to maintain paying agencies and to hold monies for payment in trust) and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except as to: (a) rights of registration of transfer and exchange, and the Company’s right of optional redemption, (b) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (c) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), (d) the rights, obligations and immunities of the Trustee hereunder and (e) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them; provided that the following conditions shall have been satisfiedsame if: (iA) with With reference to this provision Section 8.02, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.117.10) and conveyed all right, title and interest to the Trustee for the benefit of the Holders, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, trust specifically pledged to the Trustee for the benefit of the Holders as security forfor payment of the principal of, or premium, if any, on the Notes and dedicated solely to, the benefit of the Holders of the Securities of such seriesHolders, in and to (A1) money in an amount, or (B2) U.S. Government Obligations which that through the payment of interest and principal in respect thereof in accordance with their terms terms, will provide provide, not later than one day before the due date of any payment referred to in subclause (x) or (y) of this clause (i) A), money in an amount, amount or (C3) a combination thereof, thereof in an amount 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 discharge, without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (x) Trustee, the principal of, premium if any, and accrued interest on the outstanding Notes (i) on the Stated Maturity of such principal and interest; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to the payment of such principal, premium, if any, and each installment of interest on the outstanding Securities of such series on the due dates thereof and (y) any mandatory sinking fund payments or analogous payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of Securities of such series and the Indenture with respect to the Securities Notes or (ii) on any earlier Redemption Date pursuant to the terms of the Indenture and the Notes; provided that the Company has provided the Trustee with irrevocable instructions to redeem all of the outstanding Notes on such seriesRedemption Date; (iiB) the The Company has delivered to the Trustee (A1) either (x) an Opinion of Counsel to the effect that Holders of Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 8.05 8.02 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, defeasance and discharge had not occurred, which Opinion of Counsel must shall be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service to the same effect or unless there has been a change in applicable federal income tax law or related treasury regulations after the date of this Indenture Closing Date such that a ruling is no longer required or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (B2) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and that after the passage of 123 days following the deposit (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 fund funds will not be subject to the effect of Section 547 of the U.S. Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or Section 15 of the New York Debtor and Creditor LawLaw in a case commenced by or against the Company under either such statute, and either (I) the trust funds will no longer remain the property of the Company (and therefore will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally) or (II) if a court were to rule under any such law in any case or proceeding that the trust funds remained property of the Company, (a) assuming such trust funds remained in the possession of the Trustee prior to such court ruling to the extent not paid to the Holders, the Trustee will hold, for the benefit of the Holders, a valid and perfected security interest in such trust funds that is not avoidable in bankruptcy or otherwise except for the effect of Section 552(b) of the United States Bankruptcy Code on interest on the trust funds accruing after the commencement of a case under such statute and (b) the Holders will be entitled to receive adequate protection of their interests in such trust funds if such trust funds are used in such case or proceeding; (iiiC) 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 or during the period ending on the 123rd day after 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; (ivD) if at such time the Securities of such series Notes are then listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Securities of such series Notes will not be delisted as a result of such deposit, defeasance and discharge;; and (vE) the Company shall have has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance and discharge under contemplated by this Section 8.02 have been complied with; and (vi) if . Notwithstanding the Securities of such series are to be redeemed foregoing, prior to the final maturity thereof end of the 123-day (or one-year) period referred to in clause (B)(2) of this Section 8.02, none of the Company’s obligations under this Indenture shall be discharged. Subsequent to the end of such 123-day (or one year) period with respect to this Section 8.02, the Company’s obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 8.04, 8.05, 8.06 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and Article Eleven (with respect to payments in respect of Senior Subordinated Obligations other than with the assets held in trust as described in this Section 8.02) shall survive until the Notes are no longer outstanding. Thereafter, only the Company’s obligations in Sections 7.07, 8.04, 8.05 and 8.06 shall survive. If and when a ruling from mandatory sinking fund payments the Internal Revenue Service or analogous payments)an Opinion of Counsel referred to in clause (B)(1) of this Section 8.02 is able to be provided specifically without regard to, notice and not in reliance upon, the continuance of the Company’s obligations under Section 4.01, then the Company’s obligations under such redemption Section 4.01 shall have been duly given pursuant to this Indenture or provision therefor satisfactory cease upon delivery to the Trustee of such ruling or Opinion of Counsel and compliance with the other conditions precedent provided for herein relating to the defeasance contemplated by this Section 8.02. After any such irrevocable deposit, the Trustee upon request shall have been madeacknowledge in writing the discharge of the Company’s obligations under the Notes and this Indenture except for those surviving obligations in the immediately preceding paragraph.

Defeasance and Discharge of Indenture. The Company shall Issuer will be deemed to have paid and shall will, together with the Guarantors, be discharged from any and all obligations in respect of this Indenture and the Securities of any series, Notes on the 123rd day after date of the deposit referred to in clause (iA) hereof has been madeof this Section 8.02, and the provisions of this Indenture shall will no longer be in effect with respect to the Securities of such series Notes (“Legal Defeasance”), and the Trustee, at the expense of the CompanyIssuer, shall execute proper instruments acknowledging the same), except as tofor the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of registration Holders of transfer and exchangeoutstanding Notes to receive solely from the trust fund described in clause (A) below payments in respect of the principal of, and the Company’s right of optional redemptionpremium, if any, interest on such Notes when such payments are due, (b) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securitiesthe Issuer’s obligations with respect to such Notes under Article Two and Section 4.02, (c) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), (d) the rights, obligations powers, trust duties, indemnities and immunities of the Trustee hereunder hereunder, including, without limitation, Section 7.07 and the Issuer’s Obligations in connection therewith and (ed) this Article Eight. Subject to compliance with this Article Eight, the rights Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them; provided that the its option under Section 8.03 hereof. The following conditions shall have been satisfiedapply to Legal Defeasance: (iA) with reference to this provision the Company has deposited or caused to be Issuer must irrevocably deposited deposit with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.11) as trust funds Trustee, in trust, specifically pledged as security for, and dedicated solely to, for the benefit of the Holders of the Securities of such seriescash, (A) money in an amountnon-callable U.S. Government Obligations, or (B) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in subclause (x) or (y) of this clause (i) 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 without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (x) the principal of, premium, if any, and each installment of interest on the outstanding Securities of such series Notes on the due dates stated date for payment thereof and or on the applicable redemption date, as the case may be; (yB) any mandatory sinking fund payments or analogous payments applicable the Issuer shall have delivered to the Securities Trustee an Opinion of such series on Counsel in the day on which such payments are due and payable in accordance with the terms of Securities of such series and the Indenture with respect United States reasonably acceptable to the Securities of such series;Trustee confirming that: (i) the Issuer has received from, or there has been published by, the United States Internal Revenue Service, a ruling, or (ii) since the Company date of this Indenture, there has delivered been a change in the applicable U.S. federal income tax law, in either case to the Trustee (A) either (x) an effect that, and based thereon this Opinion of Counsel to shall confirm that, the effect that Holders of Securities of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the Company’s exercise of its option under this Section 8.05 Legal Defeasance and will be subject to U.S. federal income tax on the same amount and amounts, in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge Legal Defeasance had not occurred, which Opinion of Counsel must be based upon a ruling of the Internal Revenue Service to the same effect or a change in applicable federal income tax law or related treasury regulations after the date of this Indenture or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (B) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law; (iiiC) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default, or event that after the giving of notice or lapse of time or both would become an Event of Default, Default shall have occurred and be continuing on the date of such deposit (other than a Default or during an Event of Default resulting from the period ending on the 123rd day after the date borrowing of such deposit, and funds to be applied to such deposit and the grant of any Lien securing such borrowing); (D) the Legal Defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowings) or any other material agreement or instrument (including, without limitation, the Credit Agreement) to which the Company Issuer or any of its Subsidiaries is a party or by which the Company Issuer or any of its Subsidiaries is bound; (ivE) if at such time the Securities of such series are listed on a national securities exchange, the Company has Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect Officers’ Certificate stating that the Securities deposit was not made by the Issuer with the intent of such series will not be delisted as a result preferring the Holders over any other of such depositthe Issuer’s creditors or with the intent of defeating, defeasance and dischargehindering, delaying or defrauding any other creditors of the Issuer or others; (vF) the Company Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all the conditions precedent provided for in, in the case of the Officers’ Certificate, clauses (A) through (E) and, in the case of the Opinion of Counsel, clauses (A) (with respect to the defeasance validity and discharge under perfection of the security interest), (B) and (D) of this Section 8.02 have been complied with; and (viG) if the Securities of such series are to be redeemed prior Issuer shall have delivered to the final maturity thereof (other than from mandatory sinking fund payments Trustee an Opinion of Counsel to the effect that assuming no intervening bankruptcy of the Issuer between the date of deposit and the 124th day following the date of deposit and that no Holder is an insider of the Issuer, after the 124th day following the date of deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or analogous payments)similar laws affecting creditors’ rights generally. The Issuer’s and the Guarantors’ obligations in Sections 2.04, notice 2.05, 2.06, 2.07, 2.08, 2.10, 2.13, 4.01, 4.02, 4.13, 7.07, 7.08, 8.05, 8.06 and 14.08 hereunder shall survive until the Notes are no longer outstanding. Thereafter, only the Issuer’s and the Guarantors’ obligations in Sections 7.07, 8.05, 8.06 and 14.08 shall survive. After any such irrevocable deposit, the Trustee upon written request shall acknowledge in writing the discharge of such redemption shall have been duly given pursuant to the Issuer’s obligations under the Notes and this Indenture except for those surviving obligations in the immediately preceding paragraph. Notwithstanding the foregoing, the Opinion of Counsel required by Section 8.02(B) with respect to a Legal Defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (1) have become due and payable or provision therefor (2) will become due and payable on the maturity date or a redemption date within one year under arrangements satisfactory to the Trustee shall have been madefor the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer.

Defeasance and Discharge of Indenture. The Company Issuer shall be deemed to have paid and shall be discharged from any and the entire Indebtedness on all obligations in respect of the outstanding Securities of any series, on the 123rd 91st day after the date of the deposit referred to in clause subparagraph (ia) hereof has been madehereof, and the provisions of this Indenture Indenture, as it relates to such outstanding Securities, shall no longer be in effect with respect to the Securities of such series (and the Trustee, at the expense of the CompanyIssuer, shall execute proper instruments acknowledging the same, subject to the provisions of Section 10.7), except as to: (a1) rights of registration of transfer and exchange, and the Company’s Issuer's right of optional redemption, (b2) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (c3) rights of holders Holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), (d4) the rights, obligations and immunities of the Trustee hereunder and (e5) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them; provided that all of the following conditions shall have been satisfied: (ia) with reference to this provision the Company has deposited or caused to be Issuer shall have irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.11) as trust funds Trustee, in trust, specifically pledged as security for, and dedicated solely to, for the benefit of the Holders of the Securities of such seriesSecurities, (A) money cash in an amountUnited States dollars, U.S. Government Obligations, or (B) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in subclause (x) or (y) of this clause (i) 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 without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (x) the principal of, premium, if any, and each installment of interest on the outstanding Securities of such series on the due dates thereof and (y) any mandatory sinking fund payments to redemption or analogous payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of Securities of such series and the Indenture with respect to the Securities of such seriesmaturity; (iib) the Company has Issuer shall have delivered to the Trustee (A) either (x) 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 the Company’s exercise of its option under this Section 8.05 such defeasance or covenant defeasance and will be subject to federal income tax on the same amount and amounts, in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred, which Opinion of Counsel must be occurred (such opinion referring to and being based upon a ruling of the Internal Revenue Service to the same effect or a change in applicable federal Federal income tax law or related treasury regulations after the date of this Indenture or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (B) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section 15 of the New York Debtor and Creditor Lawlaws); (iiic) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default, or event that after the giving of notice or lapse of time or both would become an Event of Default, Default shall have occurred and be continuing on the date of such deposit or during deposit; (d) such defeasance shall not cause the period ending on Trustee to have a conflicting interest with respect to any securities of the 123rd day after the date of Issuer; (e) such deposit, and such deposit defeasance shall not 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 the Company it is bound; (ivf) if at such time the Securities of such series are listed on a national securities exchange, the Company has Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that (A) the Securities of such series trust funds will not be delisted as a result subject to any rights of such holders of any other Indebtedness of the Issuer and (B) after the 91st day following the deposit, defeasance and discharge;the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; and (vg) the Company Issuer shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent under the Indenture to the defeasance and discharge under this Section have been complied with; and (vi) if the Securities of such series are to be redeemed prior to the final maturity thereof (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made.

Defeasance and Discharge of Indenture. The Company shall will be deemed to have paid and shall will be discharged from any and all obligations in respect of the Securities of any series, on the 123rd day after the date of the deposit referred to in clause (i) hereof has been madeof this Section 7.3, and the provisions of this Indenture shall will no longer be in effect with respect to the Securities of such series (Securities, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except as to: to (a) rights of registration of transfer and exchange, and the Company’s right of optional redemption, (b) substitution of apparently mutilated, defaced, destroyed, lost or stolen SecuritiesSecurities pursuant to Section 2.7, (c) rights of holders Holders to receive payments of principal thereof and interest thereon, upon (d) the original stated due dates therefor (but not upon acceleration)Company's obligations under Sections 3.2 and 6.7, (de) the rights, obligations and immunities of the Trustee hereunder and (ef) the rights of the Securityholders of such series Holders as beneficiaries hereof of this Indenture with respect to the property so deposited with the Trustee payable to all or any of them; provided that the following conditions shall have been satisfied: (i) with reference to this provision Section 7.3, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements requirement of Section 7.116.10) or Paying Agent (other than the Company or a Subsidiary or Affiliate of the Company) and conveyed all right, title and interest for the benefit of the Holders, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such seriesHolders, in and to, (A) money in an amount, or (B) U.S. Government Obligations which that, through the payment of interest and principal in respect thereof in accordance with their terms terms, will provide provide, not later than one day before the due date of any payment referred to in subclause (x) or (y) of this clause (i) ), money in an amount, amount or (C) a combination thereof, thereof in an amount 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 discharge, without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other fees, charges and assessments in respect thereof payable by the Trustee (x) or Paying Agent, the principal of, premium, if any, of and each installment of interest on the outstanding Securities when due; provided that the Trustee or Paying Agent shall have been irrevocably instructed to apply such money or the proceeds of such series on the due dates thereof and (y) any mandatory sinking fund payments or analogous payments applicable U.S. Government Obligations to the Securities payment of such series on the day on which such payments are due principal and payable in accordance with the terms of Securities of such series and the Indenture interest with respect to the Securities of such seriesSecurities; (ii) such deposit will not result in or constitute a Default or result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company has is a party or by which it is bound; (iii) no Default shall have occurred and be continuing on the date of such deposit or during the period ending on the 123rd day after such date of deposit; (iv) the Company shall have delivered to the Trustee (A) either (x1) an Opinion of Counsel a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Holders of Securities of such series will not recognize income, gain gains or loss for federal income tax purposes as a result of the Company’s 's exercise of its option option, under this Section 8.05 7.3 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, defeasance and discharge option had not occurred, which been exercised or (2) an Opinion of Counsel (who must not be based upon a ruling an employee of the Internal Revenue Service to the same effect or a change in applicable federal income tax law or related treasury regulations after the date of this Indenture or (yCompany) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion ruling described in clause (1) accompanied by a ruling to that effect published by the Internal Revenue Service, unless there has been a change in the applicable federal income tax law since the date of Counsel this Indenture such that a ruling from the Internal Revenue Service is no longer required and (B) an Opinion of Counsel to the effect that (1) the creation of the defeasance trust does not violate the Investment Company Act of 1940 and 1940, (2) after the passage of 123 days following the deposit (except, with respect to any trust funds for the account of any Holder who may be deemed to be an "insider" for purposes of Title 11 of the United States Bankruptcy Code, after one year following the deposit), the trust fund funds will not be subject to the effect of Section 547 of the U.S. Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law;Law in a case commenced by or against the Company under either such statute, and either (x) the trust funds will no longer remain the property of the Company (and therefore, will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally) or (y) if a court were to rule under any such law in any case or proceeding that the trust funds remained property of the Company, (I) assuming such trust funds remained in the possession of the Trustee prior to such court ruling to the extent not paid to Holders, the Trustee will hold, for the benefit of the Holders, a valid and perfected first priority security interest in such trust funds that is not avoidable in bankruptcy or otherwise except for the effect of Section 552(b) of the United States Bankruptcy Code on interest on the trust funds accruing after the commencement of a case under such statute and (II) the Holders will be entitled to receive adequate protection of their interests in such trust funds if such trust funds are used in such case or proceeding; and (iiiv) 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 or during the period ending on the 123rd day after the date of such deposit, and such deposit 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 the Company is bound; (iv) if at such time the Securities of such series are listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Securities of such series will not be delisted as a result of such deposit, defeasance and discharge; (v) the Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance and discharge under contemplated by this Section 7.3 have been complied with; and (vi) if . Notwithstanding the Securities of such series are to be redeemed foregoing, prior to the final maturity thereof end of the 123-day period referred to in clause (other than from mandatory sinking fund payments or analogous payments)iv)(B)(2) above, notice none of the Company's obligations under this Indenture shall be discharged. Subsequent to the end of such redemption shall have been duly given pursuant 123-day period with respect to this Indenture Section 7.3, the Company's obligations in Sections 2.2, 2.3, 2.4. 2.5, 2.6, 2.7, 2.12, 3.1, 3.2, 6.7, 6.8, 7.6 and 7.7 shall survive until the securities are no longer outstanding. Thereafter, only the Company's obligations in Sections 6.7, 7.6, and 7.7 shall survive. If and when a ruling from the Internal Revenue Service or provision therefor satisfactory Opinion of Counsel referred to in clause (iv)(A) above is able to be provided specifically without regard to, and not in reliance upon, the continuance of the Company's obligations under Section 3.1, then the Company's obligations under such Section 3.1 shall cease upon delivery to the Trustee of such ruling or Opinion of Counsel and compliance with the other conditions precedent provided for herein relating to the defeasance contemplated by this Section 7.3. After any such irrevocable deposit, the Trustee upon request shall have been madeacknowledge in writing the discharge of the Company's obligations under the Securities and this Indenture except for those surviving obligations in the immediately preceding paragraph.

Defeasance and Discharge of Indenture. The Company shall be deemed to have paid and shall be discharged from any and all obligations in respect of the Securities of any series, on the 123rd day after the deposit referred to in clause (i) hereof has been made, and the provisions of this Indenture shall no longer be in effect with respect to the Securities of such series (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except as to: (a) rights of registration of transfer and exchange, and the Company’s right of optional redemption, (b) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (c) rights of holders Holders to receive payments of principal Principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), (d) the rights, obligations and immunities of the Trustee hereunder and (e) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them; provided that the following conditions shall have been satisfied: (i) with reference to this provision the Company has deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.11) as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (A) money in an amount, or (B) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in subclause (x) or (y) of this clause (i) 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 without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (x) the principal Principal of, premium, if any, and each installment of interest on the outstanding Securities of such series on the due dates thereof and (y) any mandatory sinking fund payments or analogous payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of Securities of such series and the Indenture with respect to the Securities of such series; (ii) the Company has delivered to the Trustee (A) either (x) an Opinion of Counsel to the effect that Holders of Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 8.05 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, defeasance and discharge had not occurred, which Opinion of Counsel must be based upon a ruling of the Internal Revenue Service to the same effect or a change in applicable federal income tax law or related treasury regulations after the date of this Indenture or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (B) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law; (iii) 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 or during the period ending on the 123rd day after the date of such deposit, and such deposit 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 the Company is bound; ; (iv) if at such time the Securities of such series are listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Securities of such series will not be delisted as a result of such deposit, defeasance and discharge; (v) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge under this Section have been complied with; and (vi) if the Securities of such series are to be redeemed prior to the final maturity thereof (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made.

Defeasance and Discharge of Indenture. The Company shall will be deemed to have paid and shall will be discharged from any and all obligations in respect of the Securities of any series, Notes on the 123rd day after the date of the deposit referred to in clause (iA) hereof has been madeof this Section 8.02, and the provisions of this Indenture shall will no longer be in effect with respect to the Securities of such series (Notes, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except as to: (a) rights of registration of transfer and exchange, and the Company’s right of optional redemption, (b) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (c) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), (d) the rights, obligations and immunities of the Trustee hereunder and (e) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them; provided that the following conditions shall have been satisfiedsame if: (iA) with reference to this provision Section 8.02, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.117.10) and conveyed all right, title and interest to the Trustee for the benefit of the Holders, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, specifically pledged to the Trustee for the benefit of the Holders as security forfor payment of the principal of, Redemption Price, and interest, if any, on the Notes, and dedicated solely to, the benefit of the Holders of the Securities of such seriesHolders, in and to (A1) money in an amount, or (B2) U.S. Government Obligations which that, through the payment of interest interest, Redemption Price, and principal in respect thereof in accordance with their terms terms, will provide provide, not later than one day before the due date of any payment referred to in subclause (x) or (y) of this clause (i) A), money in an amount, amount or (C3) a combination thereof, thereof in an amount 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 discharge, without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (x) Trustee, the principal of, premium, if anyRedemption Price, and each installment of accrued interest on the outstanding Securities Notes on the Stated Maturity of such series on principal or interest; provided that the due dates thereof and (y) any mandatory sinking fund payments Trustee shall have been irrevocably instructed to apply such money or analogous payments applicable the proceeds of such U.S. Government Obligations to the Securities payment of such series on the day on which such payments are due principal, Redemption Price, and payable in accordance with the terms of Securities of such series and the Indenture interest with respect to the Securities of such seriesNotes; (iiB) the Company has delivered to the Trustee (A1) either (x) an Opinion of Counsel to the effect that Holders of Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s 's exercise of its option under this Section 8.05 8.02 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, defeasance and discharge had not occurred, occurred which Opinion of Counsel must shall be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service to the same effect or unless there has been a change in applicable federal income tax law or related treasury regulations after the date of this Indenture Effective Date such that a ruling is no longer required or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (B2) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and that after the passage of 123 days following the deposit (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 fund funds will not be subject to the effect of Section 547 of the U.S. United States Bankruptcy Code or Section 15 00 xx xxx Xxx Xxxx Xxxxxx xxx Xxeditor Law in a case commenced by or against the Company under either such statute, and either (I) the trust funds will no longer remain the property of the New York Debtor Company (and Creditor Lawtherefore will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally) or (II) if a court were to rule under any such law in any case or proceeding that the trust funds remained property of the Company, (a) assuming such trust funds remained in the possession of the Trustee prior to such court ruling to the extent not paid to the Holders, the Trustee will hold, for the benefit of the Holders, a valid and perfected security interest in such trust funds that is not avoidable in bankruptcy or otherwise except for the effect of Section 552(b) of the United States Bankruptcy Code on interest on the trust funds accruing after the commencement of a case under such statute and (b) the Holders will be entitled to receive adequate protection of their interests in such trust funds if such trust funds are used in such case or proceeding; (iiiC) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default, or event that after the giving of notice or lapse of time or both would become an Event of Default, Default shall have occurred and be continuing on the date of such deposit or during the period ending on the 123rd day after the such date of such deposit, and such deposit shall not result in a breach or violation of, or constitute a default under, this Indenture or any other 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; (ivD) if at such time the Securities of such series Notes are then listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Securities of such series Notes will not be delisted as a result of such deposit, defeasance and discharge;; and (vE) the Company shall have has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance and discharge under contemplated by this Section 8.02 have been complied with; and (vi) if . Notwithstanding the Securities of such series are to be redeemed foregoing, prior to the final maturity thereof end of the 123-day (other than from mandatory sinking fund payments or analogous payments)one year) period referred to in clause (B)(2) of this Section 8.02, notice none of the Company's obligations under this Indenture shall be discharged. Subsequent to the end of such redemption shall have been duly given pursuant 123-day (or one year) period with respect to this Indenture Section 8.02, the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.11, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 shall survive until the Notes are no longer Outstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.05 and 8.06 shall survive. If and when a ruling from the Internal Revenue Service or provision therefor satisfactory an Opinion of Counsel referred to in clause (B)(1) of this Section 8.02 is able to be provided specifically without regard to, and not in reliance upon, the continuance of the Company's obligations under Section 4.01, then the Company's obligations under such Section 4.01 shall cease upon delivery to the Trustee of such ruling or Opinion of Counsel and compliance with the other conditions precedent provided for herein relating to the defeasance contemplated by this Section 8.02. After any such irrevocable deposit, the Trustee upon request shall have been madeacknowledge in writing the discharge of the Company's obligations under the Notes and this Indenture except for those surviving obligations in the immediately preceding paragraph.

Defeasance and Discharge of Indenture. The Company and the Guarantor shall be deemed to have paid and shall be discharged from any and the entire indebtedness on all obligations in respect of the Outstanding Securities of any series, on the 123rd day after first date all the deposit referred to conditions set forth in clause (i) hereof has been madethe proviso below are satisfied, and the provisions of this Indenture Indenture, as it relates to such Outstanding Securities, shall no longer be in effect with respect to the Securities of such series (and the Trustee, at the expense of the CompanyCompany or the Guarantor, shall at Company Request from the Company or the Guarantor, as the case may be, execute proper instruments acknowledging the same), except as to: : (a) rights of registration of transfer and exchange, and the Company’s right of optional redemption, (b) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (c) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), (d) the rights, obligations and immunities of the Trustee hereunder and (e) the rights of Holders of Securities to receive, from the Securityholders trust funds described in subparagraph (1) hereof, (i) payment of the principal of (and premium, if any) and each installment of principal of (and premium, if any) or interest on the Securities on the Stated Maturity of such series as beneficiaries hereof principal or installment of principal or interest or on a Redemption Date and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities; (b) the Company’s and the Guarantor’s obligations with respect to such Securities under Sections 304, 305, 306, 402, 405, 701, 702, 1002 and 1003; and (c) the property so deposited with obligations of the Company and the Guarantor to the Trustee payable to all or any of them; under Section 607, provided that the following conditions shall have been satisfied: (i1) with reference to this provision the Company or the Guarantor has deposited or caused to be irrevocably deposited (except as provided in Section 402) with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.11) as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, Securities, (Ai) money in U.S. Dollars (or if the Securities are denominated in a currency other than U.S. dollars, an amountamount of the applicable currency) in an amount sufficient, or or (Bii) (a) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in subclause clause (xA) or (yB) of this clause (i) subparagraph money in an amount, or (Cb) a combination thereofof such money and such U.S. Government Obligations, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (xA) the principal of, of (and premium, if any, ) and each installment of principal of (and premium, if any) and interest on the outstanding Outstanding Securities on the Stated Maturity of such series principal or installment of principal or interest or on the due dates thereof applicable Redemption Date and (yB) any mandatory sinking fund payments or analogous payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of Securities this Indenture and of the Securities; (2) such series and deposit shall not cause the Indenture Trustee with respect to the Securities to have a conflicting interest for purposes of such seriesthe Trust Indenture Act with respect to the Securities; (ii3) such 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 has or the Guarantor is a party or by which it is bound; (4) no Event of Default or event which with notice or lapse of time would become an Event of Default with respect to the Securities shall have occurred and be continuing on the date of such deposit; and (5) if the deposit referred to in subparagraph (1) of this Section 403 is to be made on or prior to one year from the Stated Maturity for payment of principal of the Outstanding Securities, the Company and the Guarantor shall have delivered to the Trustee (A) either (x) an Opinion of Counsel with no material qualifications or a favorable ruling of the Internal Revenue Service, in either case to the effect that Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 8.05 such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times times, as would have been the case if such deposit, defeasance and discharge had not occurred, which Opinion of Counsel must be based upon a ruling of the Internal Revenue Service to the same effect or a change in applicable federal income tax law or related treasury regulations after the date of this Indenture or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (B) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law; (iii) 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 or during the period ending on the 123rd day after the date of such deposit, and such deposit 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 the Company is bound; (iv) if at such time the Securities of such series are listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Securities of such series will not be delisted as a result of such deposit, defeasance and discharge; (v) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge under this Section have been complied with; and (vi) if the Securities of such series are to be redeemed prior to the final maturity thereof (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made.

Defeasance and Discharge of Indenture. The Company shall be deemed to have paid and shall be discharged from any and all obligations in respect of the Securities of any seriesNotes, on the 123rd day after the deposit referred to in clause (iA) hereof of this Section 8.02 has been mademade with respect to the Notes, and the provisions of this Indenture shall no longer be in effect with respect to the Securities of such series Notes (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except as to: (a) rights of registration of transfer and exchange, and the Company’s right of optional redemption, (b) substitution of apparently mutilated, defaced, destroyed, lost or stolen SecuritiesNotes, (c) rights of holders Holders to receive payments of principal thereof thereof, premium, if any, and interest thereon, upon the original stated due dates therefor (but not upon acceleration), (d) the rights, obligations and immunities of the Trustee hereunder and the Company’s obligations in connection therewith and (e) the rights of the Securityholders of such series Holders as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them; provided that the following conditions shall have been satisfied: (iA) with reference to this provision the Company has deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.11Sections 7.08 and 7.10) as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such seriesNotes, (Ai) money in an amount, amount or (Bii) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in subclause (x) or (y) of this clause (iA) money in an amount, or (Ciii) 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 without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (x) the principal of, premium, if any, and each installment of interest on the outstanding Securities of such series Notes on the due dates thereof and (y) any mandatory sinking fund payments or analogous payments applicable to the Securities of such series Notes on the day on which such payments are due and payable in accordance with the terms of Securities of such series the Notes and the this Indenture with respect to the Securities of such seriesNotes; (iiB) the Company has delivered to the Trustee (Ai) either (x) an Opinion of Counsel to the effect that Holders beneficial owners of Securities of such series Notes will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 8.05 8.02 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, defeasance and discharge had not occurred, which Opinion of Counsel must be based upon a ruling of the Internal Revenue Service to the same effect or a change in applicable federal income tax law or related treasury regulations after the date of this Indenture or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (Bii) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law; (iiiC) 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 or during the period ending on the 123rd day after the date of such deposit, and such deposit 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 the Company is bound;; and (ivD) if at such time the Securities of such series Notes are listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Securities of such series Notes will not be delisted as a result of such deposit, defeasance and discharge; (v) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge under this Section have been complied with; and (vi) if the Securities of such series are to be redeemed prior to the final maturity thereof (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made.

Defeasance and Discharge of Indenture. The Company shall will be deemed to have paid and shall will be discharged from any and all obligations in respect of the Securities of any series, Notes on the 123rd day after the date of the deposit referred to in clause (iA) hereof has been made, and the provisions of this Indenture shall no longer be in effect with respect to the Securities of such series (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except as to: (a) rights of registration of transfer and exchange, and the Company’s right of optional redemption, (b) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (c) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), (d) the rights, obligations and immunities of the Trustee hereunder and (e) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them; provided that the following conditions shall have been satisfiedSection 8.02 if: (iA) with reference to this provision Section 8.02, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.117.10 of this Indenture) and conveyed all right, title and interest for the benefit of the Holders, under the terms of an irrevocable trust agreement in form and substance reasonably satisfactory to the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, to the Trustee for the benefit of the Holders as security for payment of the Securities principal of, premium, if any, and interest, if any, on the Notes, and dedicated solely to the benefit of such seriesthe Holders, in and to (A1) money in an amount, or (B2) U.S. Government Obligations which Securities that, through the payment of interest interest, premium, if any, and principal in respect thereof in accordance with their terms terms, will provide provide, not later than one day before the due date of any payment referred to in subclause (x) or (y) of this clause (i) A), money in an amount, amount or (C3) a combination thereof, thereof in an amount 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 discharge, without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (x) Trustee, the principal of, premium, if any, and each installment of accrued interest on the outstanding Securities Notes at the Stated Maturity of such series on principal or interest; provided that the due dates thereof and (y) any mandatory sinking fund payments Trustee shall have been irrevocably instructed by the Company to apply such money or analogous payments applicable the proceeds of such Government Securities to the Securities payment of such series on the day on which such payments are due principal, premium, if any, and payable in accordance with the terms of Securities of such series and the Indenture interest with respect to the Securities of such seriesNotes; (iiB) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other 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; (C) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default shall have occurred and be continuing on the date of such deposit; and no Default or Event of Default shall occur during the period ending on the 123rd day after such date of deposit; (D) the Company has shall have delivered to the Trustee (A1) either (x) an Opinion of Counsel a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Holders of Securities of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the Company’s exercise of its option under this Section 8.05 8.02 and will be subject to United States 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 option had not been exercised or (y) an Opinion of Counsel to the same effect as the ruling described in clause (1)(x) above accompanied by a ruling to that effect published by the Internal Revenue Service, unless such Opinion of Counsel states that there has been a change in the applicable United States federal income tax law since the date of this Indenture such that a ruling from the Internal Revenue Service is no longer required, (2) either (x) an Opinion of Counsel to the effect that, based upon Mexican tax law then in effect, Holders will not recognize income, gain or loss for Mexican federal income tax (including withholding tax) purposes as a result of the Company’s exercise of its option under this Section 8.02 and will be subject to Mexican federal income tax (including withholding tax) on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred, which Opinion of Counsel must be based upon a ruling of the Internal Revenue Service to the same effect or a change in applicable federal income tax law or related treasury regulations after the date of this Indenture or (y) a ruling directed to the Trustee received from the Internal Revenue Service Mexican taxing authorities to the same effect as the aforementioned Opinion of Counsel described in clause (2)(x) above, and (B3) an Opinion of Counsel to the effect that (x) the creation of the defeasance trust does not violate the Investment Company Act of 1940 and (y) after the passage of 123 days following the deposit, the trust fund funds will not be subject to the effect of Section 547 of the U.S. Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or Section 15 of the New York Debtor and Creditor LawLaw in a case commenced by or against the Company under either such statute; (iii) 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 or during the period ending on the 123rd day after the date of such deposit, and such deposit 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 the Company is bound; (ivE) if at such time the Securities of such series Notes are then listed on a national securities exchange, the Company has shall have delivered to the Trustee an Opinion of Counsel to the effect that the Securities of such series deposit defeasance and discharge will not cause the Notes to be delisted as a result of such deposit, defeasance and discharge;delisted; and (vF) the Company shall have has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance and discharge under contemplated by this Section 8.02 have been complied with; and (vi) if . Notwithstanding the Securities of such series are to be redeemed foregoing, prior to the final maturity thereof (other than from mandatory sinking fund payments or analogous payments)end of the 123-day period referred to in this Section 8.02, notice none of the Company’s obligations under this Indenture shall be discharged. Subsequent to the end of such redemption shall have been duly given pursuant 123-day period with respect to this Indenture or provision therefor satisfactory to Section 8.02, the Trustee shall have been made.Company’s obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08,

Defeasance and Discharge of Indenture. The Company shall will be deemed to have paid and shall will be discharged from any and all obligations in respect of the Securities of any series, Notes on the 123rd day after the deposit referred to in clause (i) hereof has been madebelow, and the provisions of this Indenture shall will no longer be in effect with respect to the Securities of such series (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except as to: (a) rights of registration of transfer and exchange, and the Company’s right of optional redemption, (b) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (c) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), (d) the rights, obligations and immunities of the Trustee hereunder and (e) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them; provided that the following conditions shall have been satisfiedNotes if: (iA) with reference to this provision the Company has deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.11) as trust funds Trustee, in trust, specifically pledged as security for, and dedicated solely to, the benefit money and/or Federal Republic of the Holders of the Securities of such series, (A) money in an amount, or (B) U.S. Government Germany Obligations which that through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in subclause (x) or (y) of this clause (i) 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 without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (x) the principal of, premium, if any, and each installment of accrued interest on the outstanding Securities Notes on the Stated Maturity of such series on the due dates thereof and (y) any mandatory sinking fund payments or analogous payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of Securities of such series this Indenture and the Indenture with respect to the Securities of such seriesNotes; (iiB) the Company has delivered to the Trustee (Ai) either (x) an Opinion of Counsel to the effect that Holders of Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s 's exercise of its option under this Section 8.05 8.02 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, defeasance and discharge had not occurred, which Opinion of Counsel must be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service to the same effect or unless there has been a change in applicable federal income tax law or related treasury regulations after the date of this Indenture Closing Date such that a ruling is no longer required or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (Bii) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law; (iiiC) 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 or during the period ending on the 123rd day after the date of such deposit, and such deposit shall not result in a breach or violation of, or constitute a default under, any other 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 (ivD) if at such time the Securities of such series Notes are listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Securities of such series Notes will not be delisted as a result of such deposit, defeasance and discharge; . Notwithstanding the foregoing, prior to the end of the 123-day period referred to in clause (vB)(ii) of this Section 8.02, none of the Company Company's obligations under this Indenture shall have delivered be discharged. Subsequent to the end of such 123-day period with respect to this Section 8.02, the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 4.17, 7.07, 7.08, 8.05 and 8.06 shall survive until the Notes are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.05 and 8.06 shall survive. If and when a ruling from the Internal Revenue Service or an Opinion of Counsel referred to in clause (B)(i) of this Section 8.02 may be provided specifically without regard to, and not in reliance upon, the continuance of the Company's obligations under Section 4.01, then the Company's obligations under such Section 4.01 shall cease upon delivery to the Trustee an Officers’ Certificate and an of such ruling or Opinion of Counsel, each stating that all Counsel and compliance with the other conditions precedent provided for herein relating to the defeasance and discharge under contemplated by this Section have been complied with; and 8.02. After the 123 day period referred to in clause (viB)(ii) if of this Section 8.02, the Securities Trustee upon Company Order shall acknowledge in writing the discharge of such series are to be redeemed prior to the final maturity thereof (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to Company's obligations under the Notes and this Indenture or provision therefor satisfactory to except for those surviving obligations in the Trustee shall have been madeimmediately preceding paragraph.

Defeasance and Discharge of Indenture. The Company shall will be deemed to have paid and shall will be discharged from any and all obligations in respect of the Securities of any series, Notes on the 123rd day after the date of the deposit referred to in clause (iA) hereof has been madeof this Section 8.02, and the provisions of this Indenture shall will no longer be in effect with respect to the Securities of such series (Notes, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except as to: to (ai) rights of registration of transfer and exchange, and the Company’s right of optional redemption, (bii) substitution of apparently mutilated, defaced, destroyed, lost or stolen SecuritiesNotes, (ciii) rights of holders Holders to receive payments of principal thereof and interest thereon, upon (iv) the original stated due dates therefor (but not upon acceleration)Company's obligations under Section 4.02, (dv) the rights, obligations and immunities of the Trustee hereunder and (evi) the rights of the Securityholders of such series Holders as beneficiaries hereof of this Indenture with respect to the property so deposited with the Trustee payable to all or any of them; provided PROVIDED that the following conditions shall have been satisfied: (iA) with reference to this provision the Company has deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.11) as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (A) money in an amount, or (B) and/or U.S. Government Obligations which that, through the payment of interest and principal in respect thereof in accordance with their terms will provide provide, not later than one day before the due date of any payment referred to in subclause (x) or (y) of this clause (i) A), money in an amount, or (C) a combination thereof, sufficient, amount sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, Trustee to pay and discharge without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (x) the principal of, premium, if any, and each installment of accrued interest on the outstanding Securities Notes on the Stated Maturity of such series on the due dates thereof and (y) any mandatory sinking fund payments or analogous payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of Securities this Indenture and the Notes and shall have irrevocably instructed the Trustee to apply such money to the payment of such series principal, premium and the Indenture with respect to the Securities of such seriesinterest; (iiB) the Company has delivered to the Trustee (Ai) either (x) an Opinion of Counsel to the effect that Holders of Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s 's exercise of its option under this Section 8.05 8.02 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, defeasance and discharge had not occurred, which Opinion of Counsel must be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service to the same effect or unless there has been a change in applicable federal income tax law or related treasury regulations after the date of this Indenture such that a ruling is no longer required or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (Bii) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and after the passage of 123 days following the deposit (except, with respect to any trust funds for the account of a 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 fund will not be subject to the effect of Section 547 of the U.S. Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or Section 15 of the New York Debtor and Creditor LawLaw in a case commenced by or against the Company under either such statute, and either (I) the trust funds will no longer remain the property of the Company (and therefore will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally) or (II) if a court were to rule under any such law in any case or proceeding that the trust funds remained property of the Company, (a) assuming such trust funds remained in the possession of the Trustee prior to such court ruling to the extent not paid to the Holders, the Trustee will hold, for the benefit of the Holders, a valid and perfected security interest in such trust funds that is not avoidable in bankruptcy or otherwise except for the effect of Section 552(b) of the United States Bankruptcy Code on interest on the trust funds accruing after the commencement of a case under such statute, (b) the Holders will be entitled to receive adequate protection of their interests in such trust funds if such trust funds are used in such case or proceeding and (c) no property, rights in property or other interests granted to the Trustee or the Holders in exchange for, or with respect to, such trust funds will be subject to any prior rights of holders of other Indebtedness of the Company or any of its Subsidiaries; (iiiC) 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 or during the period ending on the 123rd day after the date of such deposit, and such deposit shall not result in a breach or violation of, or constitute a default under, any other 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; (ivD) if at such time the Securities of such series Notes are listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Securities of such series Notes will not be delisted as a result of such deposit, defeasance and discharge;; and (vE) the Company shall have has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance and discharge under contemplated by this Section 8.02 have been complied with; and (vi) if . Notwithstanding the Securities of such series are to be redeemed foregoing, prior to the final maturity thereof end of the 123-day (other than from mandatory sinking fund payments or analogous payments)one year) period referred to in clause (B)(ii) of this Section 8.02, notice none of the Company's obligations under this Indenture shall be discharged. Subsequent to the end of such redemption shall have been duly given pursuant 123-day (or one year) period with respect to this Indenture Section 8.02, the Company's obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 shall survive until the Notes are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.05 and 8.06 shall survive. If and when a ruling from the Internal Revenue Service or provision therefor satisfactory an Opinion of Counsel referred to in clause (B)(i) of this Section 8.02 is able to be provided specifically without regard to, and not in reliance upon, the continuance of the Company's obligations under Section 4.01, then the Company's obligations under such Section 4.01 shall cease upon delivery to the Trustee of such ruling or Opinion of Counsel and compliance with the other conditions precedent provided for herein relating to the defeasance contemplated by this Section 8.02. After any such irrevocable deposit, the Trustee upon request shall have been madeacknowledge in writing the discharge of the Company's obligations under the Notes and this Indenture except for those surviving obligations in the immediately preceding paragraph.

Defeasance and Discharge of Indenture. The Company shall will be deemed to have paid and shall will be discharged from any and all obligations in respect of the Securities of any series, Notes on the 123rd day after the date of the deposit referred to in clause (iA) hereof has been madeof this Section 8.02, and the provisions of this Indenture shall will no longer be in effect with respect to the Securities of such series (Notes, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except as to: (a) rights of registration of transfer and exchange, and the Company’s right of optional redemption, (b) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (c) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), (d) the rights, obligations and immunities of the Trustee hereunder and (e) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them; provided that the following conditions shall have been satisfiedsame if: (iA) with reference to this provision Section 8.02, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.117.10) and conveyed all right, title and interest to the Trustee for the benefit of the Holders, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, specifically pledged to the Trustee for the benefit of the Holders as security forfor payment of the principal of, premium, if any, and interest, if any, on the Notes, and dedicated solely to, the benefit of the Holders of the Securities of such seriesHolders, in and to (A1) money in an amount, or (B2) U.S. Government Obligations which that, through the payment of interest interest, premium, if any, and principal in respect thereof in accordance with their terms terms, will provide provide, not later than one day before the due date of any payment referred to in subclause (x) or (y) of this clause (i) A), money in an amount, amount or (C3) a combination thereof, thereof in an amount 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 discharge, without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (x) Trustee, the principal of, premium, if any, and each installment of interest on the outstanding Securities Notes on the Stated Maturity of such series on principal or interest; provided that the due dates thereof and (y) any mandatory sinking fund payments Trustee shall have been irrevocably instructed to apply such money or analogous payments applicable the proceeds of such U.S. Government Obligations to the Securities payment of such series on the day on which such payments are due principal, premium, if any, and payable in accordance with the terms of Securities of such series and the Indenture interest with respect to the Securities of such seriesNotes; (iiB) the Company has delivered to the Trustee (A1) either (x) an Opinion of Counsel to the effect that Holders of Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s 's exercise of its option under this Section 8.05 8.02 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, defeasance and discharge option had not occurredbeen exercised, which Opinion of Counsel must shall be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service to the same effect or unless there has been a change in applicable federal income tax law or related treasury regulations after the date of this Indenture Closing Date such that a ruling is no longer required or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (B2) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and that after the passage of 123 days following the deposit (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 fund funds will not be subject to the effect of Section 547 of the U.S. Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or Section 15 of the New York Debtor and Creditor LawLaw in a case commenced by or against the Company under either such statute, and either (I) the trust funds will no longer remain the property of the Company (and therefore will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally) or (II) if a court were to rule under any such law in any case or proceeding that the trust funds remained property of the Company, (a) assuming such trust funds remained in the possession of the Trustee prior to such court ruling to the extent not paid to the Holders, the Trustee will hold, for the benefit of the Holders, a valid and perfected security interest in such trust funds that is not avoidable in bankruptcy or otherwise except for the effect of Section 552(b) of the United States Bankruptcy Code on interest on the trust funds accruing after the commencement of a case under such statute, (b) the Holders will be entitled to receive adequate protection of their interests in such trust funds if such trust funds are used in such case or proceeding and (c) no property, rights in property or other interests granted to the Trustee or the Holders in exchange for, or with respect to, such trust funds will be subject to any prior rights of holders of other Indebtedness of the Company or any of its Subsidiaries; (iiiC) immediately after giving effect to such deposit deposit, on a pro forma basis, no Default or Event of Default, or event that after the giving of notice or lapse of time or both would become an Event of Default, Default shall have occurred and be continuing on the date of such deposit or during the period ending on the 123rd day after the such date of such deposit, and such deposit shall not result in a breach or violation of, or constitute a default under, this Indenture or any other 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; (ivD) if at such time the Securities of such series Notes are then listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Securities of such series Notes will not be delisted as a result of such deposit, defeasance and discharge;; and (vE) the Company shall have has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance and discharge under contemplated by this Section 8.02 have been complied with; and (vi) if . Notwithstanding the Securities of such series are to be redeemed foregoing, prior to the final maturity thereof end of the 123-day (other than from mandatory sinking fund payments or analogous payments)one year) period referred to in clause (B)(2) of this Section 8.02, notice none of the Company's obligations under this Indenture shall be discharged. Subsequent to the end of such redemption shall have been duly given pursuant 123-day (or one year) period with respect to this Indenture Section 8.02, the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.11, 4.01, 4.02, 8.04, 8.05, 8.06 and the rights, powers, trusts, duties and immunities of the Trustee hereunder shall survive until the Notes are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.04, 8.05 and 8.06 shall survive. If and when a ruling from the Internal Revenue Service or provision therefor satisfactory an Opinion of Counsel referred to in clause (B)(1) of this Section 8.02 is able to be provided specifically without regard to, and not in reliance upon, the continuance of the Company's obligations under Section 4.01, then the Company's obligations under such Section 4.01 shall cease upon delivery to the Trustee of such ruling or Opinion of Counsel and compliance with the other conditions precedent provided for herein relating to the defeasance contemplated by this Section 8.02. After any such irrevocable deposit, the Trustee upon request shall have been madeacknowledge in writing the discharge of the Company's obligations under the Notes and this Indenture except for those surviving obligations in the immediately preceding paragraph.

Defeasance and Discharge of Indenture. The Company shall be deemed to have paid and shall be discharged from any and all obligations in respect of the Securities of any series, on the 123rd day after the deposit referred to in clause (i) hereof has been made, and the provisions of this Indenture shall no longer be in effect with respect to the Securities of such series (and the Trustee, at the reasonable written request and expense of the Company, shall execute proper such instruments acknowledging the samesame as reasonably requested by the Company), except as to: (a) rights of registration Holders of transfer and exchange, and the Company’s right Securities of optional redemption, (b) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (c) rights of holders such series to receive payments of principal thereof Principal thereof, premium thereto, and interest thereon, upon the original stated due dates therefor (but not upon acceleration)therefor, (db) the Company’s obligations with respect to the issuance of temporary Securities and the registration of transfer with respect to the Securities of such series, the Company’s right of optional redemption, substitution of mutilated, defaced, destroyed, lost or stolen Securities of such series and the maintenance an office or agency for payment for security payments held in trust pursuant to clause (i) hereof, (c) the rights, obligations and immunities of the Trustee hereunder and the Company’s obligations related thereto, and (ed) the rights defeasance provisions contained in ARTICLE X of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of themthis Indenture; provided that the following conditions shall have been satisfied: (i) with reference to this provision Section 10.05 the Company irrevocably has deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.11trustee) as trust funds in trust, for the purposes of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit benefits of the Holders of the Securities of such series, (Aa) money in an amount, or (Bb) U.S. Government Obligations which that through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in subclause (x) or (y) of this clause (i) money in an amount), or (Cc) 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, each case sufficient to pay and discharge discharge, without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable thereof, and which shall be applied by the Trustee to pay and discharge (x) all of the principal Principal of, premium, if any, and each installment of interest on the outstanding Securities of such series on the maturity or due dates thereof or if the Company has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee, the redemption date, as the case may be, and (y) any mandatory sinking fund payments or analogous payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of Securities of such series and the Indenture with respect to the Securities of such seriesseries provided, if U.S. Governmental Obligations are included, an opinion of a nationally recognized firm of Independent Public Accountants in a written certification delivered to the Trustee must express that such amount is sufficient; (ii) the Company has delivered to the Trustee (A) either (x) an Opinion of Counsel to the effect that that, under then applicable U.S. federal income tax law, Holders of Securities of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the Company’s exercise of its option under this Section 8.05 10.05 and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred, which Opinion of Counsel must be based upon a ruling of the Internal Revenue Service to the same effect or a change in applicable federal income tax law or related treasury regulations after the date of this Indenture occurred or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (B) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and after the passage of 123 days following the deposit1940, the trust fund will not be subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section 15 of the New York Debtor and Creditor Lawas amended; (iii) immediately after giving effect to such deposit on a pro forma basis, no Event of Default, or of 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 or during the period ending on the 123rd day after 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; (iv) if at such time the Securities of such series are listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Securities of such series will not be delisted as a result of such deposit, defeasance and discharge; (v) the Company shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge under this Section 10.05 have been complied with; and (viv) if the Securities of such series are to be redeemed prior to the final maturity thereof (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made.

Defeasance and Discharge of Indenture. The Company Issuer shall be deemed to have paid and shall be discharged from any and the entire Indebtedness on all obligations in respect of the Outstanding Securities of any series, on the 123rd day after date of the deposit referred to in clause subparagraph (ia) hereof has been madehereof, and the provisions of this Indenture Indenture, as it relates to such Outstanding Securities, shall no longer be in effect with respect to the Securities of such series (and the Trustee, at the expense of the CompanyIssuer, shall execute proper instruments acknowledging the same), except as to: : (a1) rights of registration of transfer and exchange, and the Company’s Issuer's right of optional redemption, (b2) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (c3) rights of holders Holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), (d4) the rights, obligations and immunities of the Trustee hereunder and (e5) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them; provided PROVIDED that all of the following conditions shall have been satisfied: (ia) with reference to this provision the Company Issuer has deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.116.9) as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such seriesSecurities, (Ai) money in an amount, amount or (Bii) U.S. Government Obligations Securities which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in subclause (x) or (y) of this clause (i) below money in an amount, or (Ciii) a combination thereof, any one of options (i), (ii) or (iii) being 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 without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (x) Trustee, the principal of, premium, if any, of and each installment of principal and interest on the outstanding Outstanding Securities as of the maturity date of such series on the due dates thereof and (y) any mandatory sinking fund payments principal or analogous payments applicable to the Securities installment of such series on the day on which such payments are due and payable in accordance with the terms of Securities of such series and the Indenture with respect to the Securities of such seriesinterest; (iib) such deposit shall not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Issuer is a party or by which it is bound; (c) no Default or Event of Default shall have occurred and be continuing on the date of such deposit; (d) the Company Issuer has delivered to the Trustee (A) either (x) an Opinion of Counsel to the effect that (i) the Holders of the Securities of such series will shall not recognize income, gain or loss for federal Federal income tax purposes as a result of the Company’s exercise of its option under this Section 8.05 such deposits, defeasance and discharge and will be subject to federal 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, defeasance and discharge had not occurred, which Opinion of Counsel must be based upon a ruling of the Internal Revenue Service to the same effect or a change in applicable federal income tax law or related treasury regulations after the date of this Indenture or (yii) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (B) an Opinion of Counsel to the effect that the creation of the defeasance trust does will not violate the Investment Company Act of 1940 1940, as amended, and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law; (iii) immediately after giving effect to such deposit on Holders of the Securities will have a pro forma basisvalid, 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 first priority lien on the date of such deposit or during the period ending on the 123rd day after the date of such deposit, and such deposit 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 the Company is bound;trust funds; and (ive) if at such time the Securities of such series are listed on a national securities exchange, the Company Issuer has delivered to the Trustee an Opinion of Counsel to the effect that the Securities of such series will not be delisted as a result of such deposit, defeasance and discharge; (v) the Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance and discharge under contemplated by this Section provision have been complied with; and (vi) if the Securities of such series are to be redeemed prior to the final maturity thereof (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made.

Defeasance and Discharge of Indenture. The Company shall be deemed to have paid and shall be discharged from any and all obligations in respect of the Securities of any series, on the 123rd day after the deposit referred to in clause (ia) hereof has been made, and the provisions of this Indenture shall no longer be in effect with respect to the Securities of such series (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except as to: (a1) rights of registration of transfer and exchange, and the Company’s right of optional redemption, if any, (b2) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (c3) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration)) and remaining rights of the Holders to receive mandatory sinking fund payments, if any, (d4) the rights, obligations and immunities of the Trustee hereunder and (e5) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them; provided that the following conditions shall have been satisfied: (ia) with reference to this provision provision, the Company has deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.11) as trust funds Trustee, in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (A) money or the equivalent in an amountU.S. Government Obligations, or (B) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in subclause (x) or (y) of this clause (i) 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 without consideration of the reinvestment of such interest and after for payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (x) the principal of, premium, if any, and each installment of interest on the outstanding Securities of such series on the due dates thereof and (y) any mandatory sinking fund payments or analogous payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of Securities of such series and the Indenture with respect to the Securities of such series; (b) the deposit does not cause the Trustee with respect to the Securities to have a conflicting interest (within the meaning of Section 310(b) of the Trust Indenture Act) with respect to the Securities of such series; (c) the deposit will not result in a breach or violation of, or constitute a default under, the Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; and (d) on the date of such deposit, (i) there is no continuing Event of Default, or event (including such deposit) which, with notice or lapse of time or both, would become an Event of Default with respect to the Securities of such series, and (ii) no Event of Default under the provisions of Section 6.01(f) or Section 6.01(g) or event which, with notice or lapse of time or both, would become an Event of Default under such bankruptcy or insolvency provisions shall have occurred and be continuing on the 91st day after such date; and (e) the Company has delivered to the Trustee (A) either (x) an Opinion of Counsel Counsel, by counsel of recognized standing in respect of U.S. federal income tax matters, to the effect that Holders of Securities of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the Company’s exercise of its option under this Section 8.05 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, defeasance and discharge had not occurred, which Opinion of Counsel must be based upon a ruling of the Internal Revenue Service to the same effect or a change in applicable federal income tax law or related treasury regulations after the date of this Indenture occurred or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (B) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law; (iii) 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 or during the period ending on the 123rd day after the date of such deposit, and such deposit 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 the Company is bound; (iv) if at such time the Securities of such series are listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Securities of such series will not be delisted as a result of such deposit, defeasance and discharge; (v) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge under this Section have been complied with; and (vi) if the Securities of such series are to be redeemed prior to the final maturity thereof (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made.

Defeasance and Discharge of Indenture. The Company shall will be deemed to have paid and shall will be discharged from any and all obligations in respect of the Securities of any series, on the 123rd day Notes after the deposit referred to in clause (iA) hereof has been madeof this Section 8.02, and the provisions of this Indenture shall will no longer be in effect with respect to the Securities of such series Notes (except for Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06) and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except as to: (a) rights of registration of transfer and exchange, and the Company’s right of optional redemption, (b) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (c) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), (d) the rights, obligations and immunities of the Trustee hereunder and (e) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them; provided that the following conditions shall have been satisfiedsame if: (iA) with With reference to this provision Section 8.02, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.117.10) and conveyed all right, title and interest to the Trustee for the benefit of the Holders, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, trust specifically pledged to the Trustee for the benefit of the Holders as security forfor payment of the principal of, or premium, if any, on the Notes and dedicated solely to, the benefit of the Holders of the Securities of such seriesHolders, in and to (A1) money in an amount, or (B2) U.S. Government Obligations which that through the payment of interest and principal in respect thereof in accordance with their terms terms, will provide provide, not later than one day before the due date of any payment referred to in subclause (x) or (y) of this clause (i) A), money in an amount, amount or (C3) a combination thereof, thereof in an amount 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 discharge, without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (x) Trustee, the principal of, premium if any, and accrued interest on the outstanding Notes (i) on the Stated Maturity of such principal and interest; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to the payment of such principal, premium, if any, and each installment of interest on the outstanding Securities of such series on the due dates thereof and (y) any mandatory sinking fund payments or analogous payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of Securities of such series and the Indenture with respect to the Securities Notes or (ii) on any earlier Redemption Date pursuant to the terms of this Indenture and the Notes; provided that the Company has provided the Trustee with irrevocable instructions to redeem all of the outstanding Notes on such seriesRedemption Date; (iiB) the The Company has delivered to the Trustee (A1) either (x) an Opinion of Counsel to the effect that Holders the beneficial owners of Securities of such series the Notes will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 8.05 8.02 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, defeasance and discharge had not occurred, which Opinion of Counsel must shall be based upon (and accompanied by a copy of) a published ruling of the Internal Revenue Service to the same effect or unless there has been a change in applicable federal income tax law or related treasury regulations after the date of this Indenture Closing Date such that a ruling is no longer required or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (B2) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law1940; (iiiC) 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 or during the period ending on the 123rd day after 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; (ivD) if at such time the Securities of such series are listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Securities of such series will not be delisted as a result of such deposit, defeasance and discharge; (v) the Company shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance and or discharge under contemplated by this Section 8.02 have been complied with; and (viE) if the Securities of such series Notes are to be redeemed prior to the final maturity thereof (other than from mandatory sinking fund payments or analogous payments)their Stated Maturity, notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made. If and when a ruling from the Internal Revenue Service or an Opinion of Counsel referred to in clause (B)(1) of this Section 8.02 is able to be provided specifically without regard to, and not in reliance upon, the continuance of the Company’s obligations under Section 4.01, then the Company’s obligations under such Section 4.01 shall cease upon delivery to the Trustee of such ruling or Opinion of Counsel and compliance with the other conditions precedent provided for herein relating to the defeasance contemplated by this Section 8.02. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s obligations under the Notes and this Indenture except for those surviving obligations in the immediately preceding paragraph.

Defeasance and Discharge of Indenture. The Company shall be deemed to have paid and shall be discharged from any and the entire indebtedness on all obligations in respect of the Outstanding Securities of any series, on the 123rd 91st day after the date of the deposit referred to in clause subparagraph (id) hereof has been madeof this section, and the provisions of this Indenture Indenture, as it relates to such Outstanding Securities, shall no longer be in effect with respect to the Securities of such series (and the Trustee, at the expense of the Company, shall at Company Request, execute proper instruments acknowledging the same), except as to: : (a) rights of registration of transfer and exchange, and the Company’s right of optional redemption, (b) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (c) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), (d) the rights, obligations and immunities of the Trustee hereunder and (e) the rights of Holders of Securities to receive, from the Securityholders trust funds described in subparagraph (d) hereof, (i) payment of the principal of (and premium, if any) and each installment of principal of (and premium, if any) or interest on the Outstanding Securities on the Stated Maturity of such series as beneficiaries hereof principal or installment of principal or interest and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities; (b) the Company's obligations with respect to such Securities under Sections 305, 306, 1002 and 1003; and (c) the property so deposited with obligations of the Company to the Trustee payable to all or any of them; provided that under Section 607, PROVIDED that, the following conditions shall have been satisfied: (id) with reference to this provision the Company has deposited or caused to be irrevocably deposited (except as provided in Section 402) with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.11) as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such seriesSecurities, (Ai) money in dollars in an amountamount (or if the Securities are denominated in any currency other than dollars, an amount of the applicable currency), or (Bii) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in subclause clause (xA) or (yB) of this clause (i) subparagraph money in an amount, or (Ciii) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (xA) the principal of, of (and premium, if any, ) and each installment of principal of (and premium, if any) and interest on the outstanding Outstanding Securities on the Stated Maturity of such series principal or installment of principal or interest or on the due dates thereof applicable Redemption Date and (yB) any mandatory sinking fund payments or analogous payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of Securities this Indenture and of the Securities; (e) such series and deposit shall not cause the Indenture Trustee with respect to the Securities to have a conflicting interest for purposes of such seriesthe Trust Indenture Act with respect to the Securities; (iif) such 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; (g) no Event of Default or event which with notice or lapse of time would become an Event of Default with respect to the Securities shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date; (h) the Company has delivered to the Trustee an Officer's Certificate as to solvency and the absence of any intent of preferring the Holders over any other creditors of the Company; and (Ai) either if the deposit referred to in subparagraph (xd) of this section is to be made on or prior to one year from the Stated Maturity for payment of principal of the Outstanding Securities, the Company has delivered to the Trustee an Opinion of Counsel with no material qualifications or a favorable ruling of the Internal Revenue Service, in either case to the effect that Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 8.05 such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times times, as would have been the case if such deposit, defeasance and discharge had not occurred, which Opinion of Counsel must be based upon a ruling of the Internal Revenue Service to the same effect or a change in applicable federal income tax law or related treasury regulations after the date of this Indenture or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (B) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law; (iii) 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 or during the period ending on the 123rd day after the date of such deposit, and such deposit 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 the Company is bound; (iv) if at such time the Securities of such series are listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Securities of such series will not be delisted as a result of such deposit, defeasance and discharge; (v) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge under this Section have been complied with; and (vi) if the Securities of such series are to be redeemed prior to the final maturity thereof (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made.

Defeasance and Discharge of Indenture. The Company shall be deemed to have paid and shall be discharged from any and all may terminate its obligations in respect of under the Securities of any series, on the 123rd day after the deposit referred to in clause (i) hereof has been made, and the provisions of this Indenture shall no longer be in effect with respect to the Securities Notes when: (a) either (i) all the Notes that have been authenticated and delivered have been accepted by the Trustee for cancellation (other than any Notes which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.04); or (ii) all the Notes that have not been accepted by the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year, and the Company shall have made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by such series Trustee in the Company’s name and at the Company’ expense and the Company have irrevocably deposited or caused to be deposited with the Trustee sufficient funds to pay and discharge the entire indebtedness on the Notes; and (b) the Company shall have paid or caused to be paid all other sums then due and payable under the Indenture; and (c) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent under the Indenture relating to the satisfaction and discharge of the indenture have been complied with. If the foregoing conditions are met, the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments prepared by the Company acknowledging such satisfaction of and discharging the same), Indenture except as to: : (ai) rights of registration of transfer and exchange, and exchange of Notes; (ii) the Company’s right of optional redemption, ; (biii) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, Notes; (civ) rights of holders Holders to receive payments payment of the principal thereof amount, premium (if any) and interest thereon, upon the original stated when due dates therefor and payable; (but not upon acceleration), (dv) the rights, obligations powers, trusts, duties and immunities of the Trustee hereunder and hereunder; and (evi) the rights of the Securityholders of such series Holders as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them; provided that and the following conditions shall have been satisfied: (i) with reference to this provision rights of the Company has deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.11) as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (A) repaid any money in an amount, or (B) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred pursuant to in subclause (x) or (y) of this clause (i) 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 without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (x) the principal of, premium, if any, and each installment of interest on the outstanding Securities of such series on the due dates thereof and (y) any mandatory sinking fund payments or analogous payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of Securities of such series and the Indenture with respect to the Securities of such series; (ii) the Company has delivered to the Trustee (A) either (x) an Opinion of Counsel to the effect that Holders of Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section Sections 8.05 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, defeasance and discharge had not occurred, which Opinion of Counsel must be based upon a ruling of the Internal Revenue Service to the same effect or a change in applicable federal income tax law or related treasury regulations after the date of this Indenture or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (B) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law; (iii) 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 or during the period ending on the 123rd day after the date of such deposit, and such deposit 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 the Company is bound; (iv) if at such time the Securities of such series are listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Securities of such series will not be delisted as a result of such deposit, defeasance and discharge; (v) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge under this Section have been complied with; and (vi) if the Securities of such series are to be redeemed prior to the final maturity thereof (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made8.06.

Defeasance and Discharge of Indenture. The Company shall will be deemed to have paid and shall will be discharged from any and all obligations in respect of the Securities of any series, Notes on the 123rd day after the deposit referred to in clause (i) hereof has been madebelow, and the provisions of this Indenture shall will no longer be in effect with respect to the Securities of such series (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except as to: (a) rights of registration of transfer and exchange, and the Company’s right of optional redemption, (b) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (c) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), (d) the rights, obligations and immunities of the Trustee hereunder and (e) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them; provided that the following conditions shall have been satisfiedNotes if: (iA) with reference to this provision the Company has deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.11) as trust funds Trustee, in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (A) money in an amount, or (B) U.S. and/or European Government Obligations which that through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in subclause (x) or (y) of this clause (i) 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 without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (x) the principal of, premium, if any, and each installment of accrued interest on the outstanding Securities Notes on the Stated Maturity of such series on the due dates thereof and (y) any mandatory sinking fund payments or analogous payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of Securities of such series this Indenture and the Indenture with respect to the Securities of such seriesNotes; (iiB) the Company has delivered to the Trustee (Ai) either (x1) an Opinion of Counsel to the effect that Holders of Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s 's exercise of its option under this Section 8.05 8.02 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, defeasance and discharge had not occurred, which Opinion of Counsel must be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service to the same effect or unless there has been a change in applicable federal income tax law or related treasury regulations after the date of this Indenture Closing Date such that a ruling is no longer required or (y2) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (Bii) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. United States Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law; (iiiC) immediately after giving effect to such deposit on a pro forma 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 or during the period ending on the 123rd day after the date of such deposit, and such deposit shall not result in a breach or violation of, or constitute a default under, any other 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 (ivD) if at such time the Securities of such series Notes are listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Securities of such series Notes will not be delisted as a result of such deposit, defeasance and discharge; . Notwithstanding the foregoing, prior to the end of the 123-day period referred to in clause (vB)(ii) of this Section 8.02, none of the Company Company's obligations under this Indenture shall have delivered be discharged. Subsequent to the end of such 123-day period with respect to this Section 8.02, the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 4.17, 7.07, 7.08, 8.05 and 8.06 shall survive until the Notes are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.05 and 8.06 shall survive. If and when a ruling from the Internal Revenue Service or an Opinion of Counsel referred to in clause (B)(i) of this Section 8.02 may be provided specifically without regard to, and not in reliance upon, the continuance of the Company's obligations under Section 4.01, then the Company's obligations under such Section 4.01 shall cease upon delivery to the Trustee an Officers’ Certificate and an of such ruling or Opinion of Counsel, each stating that all Counsel and compliance with the other conditions precedent provided for herein relating to the defeasance and discharge under contemplated by this Section have been complied with; and 8.02. After the 123 day period referred to in clause (viB)(ii) if of this Section 8.02, the Securities Trustee upon Company Order shall acknowledge in writing the discharge of such series are to be redeemed prior to the final maturity thereof (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to Company's obligations under the Notes and this Indenture or provision therefor satisfactory to except for those surviving obligations in the Trustee shall have been madeimmediately preceding paragraph.

Defeasance and Discharge of Indenture. The Company shall will be deemed to have paid and shall will be discharged from any and all obligations in respect of the Securities of any series, Notes on the 123rd day after the date of the deposit referred to in clause (iA) hereof has been madeof this Section 8.02, and the provisions of this Indenture shall will no longer be in effect with respect to the Securities of such series (Notes, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except as to: (a) rights of registration of transfer and exchange, and the Company’s right of optional redemption, (b) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (c) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), (d) the rights, obligations and immunities of the Trustee hereunder and (e) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them; provided that the following conditions shall have been satisfiedsame if: (iA) with reference to this provision Section 8.02, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.117.10) and conveyed all right, title and interest to the Trustee for the benefit of the Holders, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, specifically pledged to the Trustee for the benefit of the Holders as security forfor payment of the principal of, Redemption Price, and interest, if any, on the Notes, and dedicated solely to, the benefit of the Holders of the Securities of such seriesHolders, in and to (A1) money in an amount, or (B2) U.S. Government Obligations which that, through the payment of interest interest, Redemption Price, and principal in respect thereof in accordance with their terms terms, will provide provide, not later than one day before the due date of any payment referred to in subclause (x) or (y) of this clause (i) A), money in an amount, amount or (C3) a combination thereof, thereof in an amount 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 discharge, without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (x) Trustee, the principal of, premium, if anyRedemption Price, and each installment of accrued interest on the outstanding Securities Notes on the Stated Maturity of such series on principal or interest; provided that the due dates thereof and (y) any mandatory sinking fund payments Trustee shall have been irrevocably instructed to apply such money or analogous payments applicable the proceeds of such U.S. Government Obligations to the Securities payment of such series on the day on which such payments are due principal, Redemption Price, and payable in accordance with the terms of Securities of such series and the Indenture interest with respect to the Securities of such seriesNotes; (iiB) the Company has delivered to the Trustee (A1) either (x) an Opinion of Counsel to the effect that Holders of Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s 's exercise of its option under this Section 8.05 8.02 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, defeasance and discharge had not occurred, occurred which Opinion of Counsel must shall be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service to the same effect or unless there has been a change in applicable federal income tax law or related treasury regulations after the date of this Indenture Effective Date such that a ruling is no longer required or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (B2) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and that after the passage of 123 days following the deposit (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 fund funds will not be subject to the effect of Section 547 of the U.S. Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or Section 15 of the New York Debtor and Creditor LawLaw in a case commenced by or against the Company under either such statute, and either (I) the trust funds will no longer remain the property of the Company (and therefore will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally) or (II) if a court were to rule under any such law in any case or proceeding that the trust funds remained property of the Company, (a) assuming such trust funds remained in the possession of the Trustee prior to such court ruling to the extent not paid to the Holders, the Trustee will hold, for the benefit of the Holders, a valid and perfected security interest in such trust funds that is not avoidable in bankruptcy or otherwise except for the effect of Section 552(b) of the United States Bankruptcy Code on interest on the trust funds accruing after the commencement of a case under such statute and (b) the Holders will be entitled to receive adequate protection of their interests in such trust funds if such trust funds are used in such case or proceeding; (iiiC) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default, or event that after the giving of notice or lapse of time or both would become an Event of Default, Default shall have occurred and be continuing on the date of such deposit or during the period ending on the 123rd day after the such date of such deposit, and such deposit shall not result in a breach or violation of, or constitute a default under, this Indenture or any other 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; (ivD) if at such time the Securities of such series Notes are then listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Securities of such series Notes will not be delisted as a result of such deposit, defeasance and discharge;; and (vE) the Company shall have has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance and discharge under contemplated by this Section 8.02 have been complied with; and (vi) if . Notwithstanding the Securities of such series are to be redeemed foregoing, prior to the final maturity thereof end of the 123-day (other than from mandatory sinking fund payments or analogous payments)one year) period referred to in clause (B)(2) of this Section 8.02, notice none of the Company's obligations under this Indenture shall be discharged. Subsequent to the end of such redemption shall have been duly given pursuant 123-day (or one year) period with respect to this Indenture Section 8.02, the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.11, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 shall survive until the Notes are no longer Outstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.05 and 8.06 shall survive. If and when a ruling from the Internal Revenue Service or provision therefor satisfactory an Opinion of Counsel referred to in clause (B)(1) of this Section 8.02 is able to be provided specifically without regard to, and not in reliance upon, the continuance of the Company's obligations under Section 4.01, then the Company's obligations under such Section 4.01 shall cease upon delivery to the Trustee of such ruling or Opinion of Counsel and compliance with the other conditions precedent provided for herein relating to the defeasance contemplated by this Section 8.02. After any such irrevocable deposit, the Trustee upon request shall have been madeacknowledge in writing the discharge of the Company's obligations under the Notes and this Indenture except for those surviving obligations in the immediately preceding paragraph.

Defeasance and Discharge of Indenture. The Company shall Obligors will be deemed to have paid and shall will be discharged from any and all obligations in respect of the Securities of any series, on the 123rd day after the deposit referred to in clause (i) hereof has been madeNotes, and the provisions of this Indenture shall will no longer be in effect with respect to the Securities of such series (Notes, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except as to: (a) rights of registration of transfer and exchange, and the Company’s right of optional redemption, (b) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (c) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), (d) the rights, obligations and immunities of the Trustee hereunder and (e) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them; provided that the following conditions shall have been satisfiedsame if: (iA) with reference to this provision Section 8.02, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.117.10) and conveyed all right, title and interest to the Trustee for the benefit of the Holders, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, specifically pledged to the Trustee for the benefit of the Holders as security forfor payment of the principal of, premium, if any, and interest, if any, on the Notes, and dedicated solely to, the benefit of the Holders of the Securities of such seriesHolders, in and to (A1) money in an amount, or (B2) U.S. Government Obligations which that, through the payment of interest interest, premium, if any, and principal in respect thereof in accordance with their terms terms, will provide provide, not later than one day before the due date of any payment referred to in subclause (x) or (y) of this clause (i) A), money in an amount, amount or (C3) a combination thereof, thereof in an amount 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 discharge, without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (x) Trustee, the principal of, premium, if any, and each installment of interest on the outstanding Securities Notes on the Stated Maturity of such series on principal or interest; provided that the due dates thereof and (y) any mandatory sinking fund payments Trustee shall have been irrevocably instructed to apply such money or analogous payments applicable the proceeds of such U.S. Government Obligations to the Securities payment of such series on the day on which such payments are due principal, premium, if any, and payable in accordance with the terms of Securities of such series and the Indenture interest with respect to the Securities of such seriesNotes; (iiB) the Company has delivered to the Trustee (A1) either (x) an Opinion of Counsel to the effect that Holders of Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 8.05 8.02 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, defeasance and discharge option had not occurredbeen exercised, which Opinion of Counsel must shall be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service to the same effect or unless there has been a change in applicable federal income tax law or related treasury regulations after the date of this Indenture Closing Date such that a ruling is no longer required or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (B2) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and that after the passage of 123 days following the deposit (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 fund funds will not be subject to the effect of Section 547 of the U.S. Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law; (iiiC) immediately after giving effect to such deposit 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 (other than any Default or during Event of Default resulting from the period ending on borrowing of funds to be applied to make the 123rd day after deposit referred to in clause (A) above and the date granting of such depositLiens in connection therewith), and such deposit shall not result in a breach or violation of, or constitute a default under, this Indenture (other than any Default or Event of Default resulting from the borrowing of funds to be applied to make the deposit referred to in clause (A) above and the granting of Liens in connection therewith) or any other 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; (ivD) if at such time the Securities of such series Notes are then listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Securities of such series Notes will not be delisted as a result of such deposit, defeasance and discharge;; and (vE) the Company shall have has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance and discharge under contemplated by this Section 8.02 have been complied with; and . Notwithstanding the foregoing, the Company’s obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05, 8.06 and the rights, powers, trusts, duties and immunities of the Trustee hereunder shall survive until the Notes are no longer outstanding. Thereafter, only the Company’s obligations in Sections 7.07, 8.04, 8.05 and 8.06 shall survive. If and when a ruling from the Internal Revenue Service or an Opinion of Counsel referred to in clause (viB)(l) if the Securities of such series are this Section 8.02 is able to be redeemed prior to provided specifically without regard to, and not in reliance upon, the final maturity thereof (other than from mandatory sinking fund payments or analogous payments)continuance of the Company’s obligations under Section 4.01, notice of such redemption then the Company’s obligations under Section 4.01 shall have been duly given pursuant to this Indenture or provision therefor satisfactory cease upon delivery to the Trustee of such ruling or Opinion of Counsel and compliance with the other conditions precedent provided for herein relating to the defeasance contemplated by this Section 8.02. After any such irrevocable deposit, the Trustee upon request shall have been madeacknowledge in writing the discharge of the Company’s obligations under the Notes and this Indenture except for those surviving obligations in the immediately preceding paragraph.

Defeasance and Discharge of Indenture. The If principal of and any premium and interest on Securities of any series are denominated and payable in United States of America dollars, the Company shall be deemed to have paid and shall be discharged from any and the entire indebtedness on all obligations in respect of the Outstanding Securities of any series, such series on the 123rd day after the date of the deposit referred to in clause subparagraph (id) hereof has been madehereof, and the provisions of this Indenture Indenture, as it relates to such Outstanding Securities, shall no longer be in effect with respect to the Securities of such series (and the Trustee, at the expense of the Company, shall at Company Request, execute proper instruments acknowledging the same), except as to: : (a) the rights of registration Holders of transfer Securities to receive, from the trust funds described in subparagraph (d) hereof, (i) payment of the principal of (and exchangepremium, if any) or interest on the Outstanding Securities on the Stated Maturity of such principal or installment of principal or interest and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Company’s right of optional redemption, Securities; (b) substitution of apparently mutilatedthe Company's obligations with respect to such Securities under Sections 305, defaced306, destroyed, lost or stolen Securities, 1002 and 1003; and (c) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), (d) the rights, obligations powers, trusts, duties and immunities of the Trustee hereunder and (e) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of themhereunder; provided that that, the following conditions shall have been satisfied: (id) with reference to this provision the The Company has deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.11609) as trust funds in the trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such seriesSecurities, (Ai) money in an amount, or (Bii) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in subclause clause (xA) or (yB) of this clause subparagraph (id) money in an amount, amount or (Ciii) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (xA) the principal of, of (and premium, if any, ) and each installment of principal of (and premium, if any) and interest on the outstanding Outstanding Securities on the Stated Maturity of such series on the due dates thereof principal or installment of principal and interest and (yB) any mandatory sinking fund payments or analogous payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of Securities this Indenture and of the Securities; (e) such series and deposit shall not cause the Indenture Trustee with respect to the Securities to have a conflicting interest as defined in Section 608 and for purposes of such seriesthe Trust Indenture Act with respect to the Securities; (iif) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company has delivered is a party or by which it is bound; (g) such provision would not cause any Outstanding Securities then listed on the New York Stock Exchange or other securities exchange to the Trustee (A) either (x) an Opinion of Counsel to the effect that Holders of Securities of such series will not recognize income, gain or loss for federal income tax purposes be de-listed as a result of the Company’s exercise of its option under this Section 8.05 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, defeasance and discharge had not occurred, which Opinion of Counsel must be based upon a ruling of the Internal Revenue Service to the same effect or a change in applicable federal income tax law or related treasury regulations after the date of this Indenture or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (B) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section 15 of the New York Debtor and Creditor Lawthereof; (iiih) immediately after giving effect to such deposit on a pro forma basis, no Event of Default, Default or event that after the giving of which with notice or lapse of time or both would become an Event of Default, Default with respect to the Securities shall have occurred and be continuing on the date of such deposit or during the period ending on the 123rd day after the date of such deposit, and such deposit 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 the Company is bounddate; (ivi) if at such time the Securities of such series are listed on a national securities exchange, the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that there has been a change in applicable Federal law such that, or the Company has received from, or there has been published by, the Internal Revenue Service a ruling to the effect that, Holders of the Securities of such series will not be delisted recognize income, gain or loss for Federal income tax purposes as a result of such deposits, defeasance and discharge 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, defeasance and discharge;discharge had not occurred; and (vj) the Company shall have has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance and discharge under contemplated by this Section have been complied with; and (vi) if the Securities of such series are to be redeemed prior to the final maturity thereof (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made.. ARTICLE FIVE

Defeasance and Discharge of Indenture. The If principal of and any premium and interest on Securities of any series are denominated and payable in U.S. Dollars, the Company shall be deemed to have paid and shall be discharged from any and the entire Indebtedness on all obligations in respect of the Outstanding Securities of any series, such series on the 123rd 91st day after the date of the deposit referred to in clause subparagraph (id) hereof has been madehereof, and the provisions of this Indenture Indenture, as it relates to such Outstanding Securities, shall no longer be in effect with respect to the Securities of such series (and the Trustee, at the request and expense of the Company, shall execute proper instruments acknowledging the same), except as to: : (a) the rights of registration Holders of transfer Securities of such series to receive, from the trust funds described in subparagraph (d) hereof, (i) payment of the principal of (and exchangepremium, if any) or interest on the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal or interest and (ii) the Company’s right benefit of optional redemption, any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and such Securities; (b) substitution of apparently mutilatedthe Company's obligations with respect to such Securities under Sections 305, defaced306, destroyed, lost or stolen Securities, 1002 and 1003; and (c) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), (d) the rights, obligations powers, trusts, duties and immunities of the Trustee hereunder and (e) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of themhereunder; provided that that, the following conditions shall have been satisfied: (id) with reference to this provision the The Company has deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.11609) as trust funds in the trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (Ai) money U.S. Dollars in an amount, or (Bii) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in subclause clause (xA) or (yB) of this clause subparagraph (id) money U.S. Dollars in an amount, amount or (Ciii) a combination thereof, sufficient, in the opinion of a nationally nationally-recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (xA) the principal of, of (and premium, if any, ) and each installment of principal of (and premium, if any) and interest on the outstanding Outstanding Securities of such series on the due dates thereof Stated Maturity of such principal or installment of principal and interest and (yB) any mandatory sinking fund payments or analogous payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of Securities this Indenture and of such series and Securities; (e) such deposit shall not cause the Indenture Trustee with respect to the Securities of such seriesseries to have a conflicting interest as defined in Section 608 and for purposes of the Trust Indenture Act with respect to such Securities; (iif) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (g) such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other securities exchange to be delisted as a result thereof; (h) no Event of Default or event which with notice or lapse of time 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 during the period ending on the 91st day after such date; (i) the Company has delivered to the Trustee (A) either (x) an Officers' Certificate and an Opinion of Counsel to the effect that there has been a change in applicable federal law such that, or the Company has received from, or there has been published by, the Internal Revenue Service a ruling to the effect that, Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 8.05 such deposits, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times times, as would have been the case if such deposit, defeasance and discharge had not occurred, which Opinion of Counsel must be based upon a ruling of the Internal Revenue Service to the same effect or a change in applicable federal income tax law or related treasury regulations after the date of this Indenture or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (B) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law;; and (iiij) 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 or during the period ending on the 123rd day after the date of such deposit, and such deposit 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 the Company is bound; (iv) if at such time the Securities of such series are listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Securities of such series will not be delisted as a result of such deposit, defeasance and discharge; (v) the Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance and discharge under contemplated by this Section have been complied with; and (vi) if the Securities of such series are to be redeemed prior to the final maturity thereof (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made.

Defeasance and Discharge of Indenture. The Company shall be deemed to have paid and shall be discharged from any and all obligations in respect of the Securities of any series, on the 123rd day after the deposit referred to in clause (iA) hereof has been made, and the provisions of this Indenture shall no longer be in effect with respect to the Securities of such series (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except as to: (a) rights of registration of transfer and exchange, and the Company’s 's right of optional redemption, (b) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (c) rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), (d) the rights, obligations and immunities of the Trustee hereunder and (e) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them; provided that the following conditions shall have been satisfied: (iA) with reference to this provision the Company has deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.11Sections 7.8 and 7.10) as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (Ai) money in an amount, or (Bii) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in subclause (x) or (y) of this clause (iA) money in an amount, or (Ciii) 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 without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (x) the principal of, premium, if any, and each installment of interest on the outstanding Securities of such series on the due dates thereof or earlier redemption (irrevocably provided for under arrangements satisfactory to the Trustee) and (y) any mandatory sinking fund payments or analogous payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of Securities of such series and the Indenture with respect to the Securities of such series; (iiB) the Company has delivered to the Trustee (Ai) either (x) an Opinion of Counsel to the effect that Holders of Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s 's exercise of its option under this Section 8.05 8.5 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, defeasance and discharge had not occurred, which Opinion of Counsel must be based upon a ruling of the Internal Revenue Service to the same effect or unless there has been a change in applicable federal income tax law or related treasury regulations after the date of this Indenture that such a ruling is no longer required or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (Bii) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law; (iiiC) 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 or during the period ending on the 123rd day after the date of such deposit, and such deposit 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 the Company is bound; (ivD) the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof; and (E) if at such time the Securities of such series are listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Securities of such series will not be delisted as a result of such deposit, defeasance and discharge; (v) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge under this Section have been complied with; and (vi) if the Securities of such series are to be redeemed prior to the final maturity thereof (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made.

Defeasance and Discharge of Indenture. The (a) Unless otherwise provided with respect to a Series of Securities in accordance with Section 2.1, the Company shall will be deemed to have paid and shall will be discharged from any and all obligations in respect of the Securities of any series, such Series on the 123rd day after the date of the deposit referred to in clause (i) hereof has been madeSection 7.3(b)(i), and the provisions of this Indenture shall will no longer be in effect with respect to the Securities such Series, in each case subject to paragraph (d) of such series (this Section 7.3, and the Trustee, at the reasonable request of and at the expense of the Company, shall execute proper instruments acknowledging the same), except as to: to (ai) rights of registration of transfer and exchange, and the Company’s right of optional redemption, (bii) substitution of apparently mutilated, defaced, destroyed, lost or stolen SecuritiesSecurities of such Series, (ciii) rights of holders Holders of such Series to receive payments of principal thereof and interest thereon, upon (iv) the original stated due dates therefor (but not upon acceleration)Company's obligations under Section 3.2, (dv) the rights, obligations and immunities of the Trustee hereunder and including those arising under Section 6.7 hereof, (evi) the rights of the Securityholders Holders of such series Series as beneficiaries hereof of this Indenture with respect to the property so deposited with the Trustee payable to all or any of them; them and (vii) the rights, obligations and immunities which survive as provided in Section 7.3(c). (b) The provisions of Section 7.3(a) shall only take effect provided that the following conditions shall have been satisfied: (i) with reference to this provision Section 7.3, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee or Paying Agent (other than the Company or another qualifying trustee satisfying a Subsidiary or Affiliate of the requirements Company) and conveyed all right, title and interest for the benefit of Section 7.11) the Holders of such Series, under the terms of an irrevocable trust agreement in form satisfactory to the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such seriesHolders, in and to, (A) money in an amount, or (B) U.S. Government Obligations which that, through the payment of interest and principal in respect thereof in accordance with their terms terms, will provide provide, not later than one day Business Day before the due date of any payment referred to in subclause (x) or (y) of this clause (i) b)(i), money in an amount, amount or (C) a combination thereof, thereof in an amount 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 discharge, without consideration of the any reinvestment of such interest and after payment of all federal, state and local taxes or other fees, charges and assessments in respect thereof payable by the Trustee (x) or Paying Agent, the principal of, premium, if any, of and each installment of interest on the outstanding Securities of such series on Series when due; provided, that the due dates thereof and (y) any mandatory sinking fund payments Trustee or analogous payments applicable Paying Agent shall have been irrevocably instructed in writing to apply such money or the proceeds of such U.S. Government Obligations to the Securities payment of such series on the day on which such payments are due principal and payable in accordance with the terms of Securities of such series and the Indenture interest with respect to the Securities of such seriesSeries; (ii) such deposit will not result in or constitute a Default or result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company has is a party or by which it is bound; (iii) no Default with respect to such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 123rd day after such date of deposit; (iv) the Company shall have delivered to the Trustee (A) either (x1) an Opinion of Counsel a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Holders of Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s 's exercise of its option under this Section 8.05 7.3 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, defeasance and discharge option had not occurred, which been exercised or (2) an Opinion of Counsel must (who may not be based upon a ruling an employee of the Internal Revenue Service to the same effect or a change in applicable federal income tax law or related treasury regulations after the date of this Indenture or (yCompany) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion ruling described in clause (A)(1) hereof accompanied by a ruling to that effect published by the Internal Revenue Service, unless there has been a change in the applicable federal income tax law since the date of Counsel this Indenture such that a ruling from the Internal Revenue Service is no longer required and (B) an Opinion of Counsel to the effect that (1) the creation of the defeasance trust does not violate the Investment Company Act of 1940 and 1940, (2) after the passage of 123 days following the deposit (except, with respect to any trust funds for the account of any Holder of such Series who may be deemed to be an "insider" for purposes of Title 11 of the United States Code, after one year following the deposit), the trust fund funds will not be subject to the effect of Section 547 of the U.S. Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law;Law in a case commenced by or against the Company under either such statute, and either (x) the trust funds will no longer remain the property of the Company (and therefore, will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally) or (y) if a court were to rule under any such law in any case or proceeding that the trust funds remained property of the Company, (I) assuming such trust funds remained in the possession of the Trustee prior to such court ruling to the extent not paid to Holders of such Series, the Trustee will hold, for the benefit of such Holders, a valid and perfected security interest in such trust funds that is not avoidable in bankruptcy or otherwise except for the effect of Section 552(b) of the United States Bankruptcy Code on interest on the trust funds accruing after the commencement of a case under such statute and (II) such Holders will be entitled to receive adequate protection of their interests in such trust funds if such trust funds are used in such case or proceeding; and (iiiv) 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 or during the period ending on the 123rd day after the date of such deposit, and such deposit 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 the Company is bound; (iv) if at such time the Securities of such series are listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Securities of such series will not be delisted as a result of such deposit, defeasance and discharge; (v) the Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of CounselCounsel (which may rely upon an Officers' Certificate as to factual matters), in each case stating that all conditions precedent provided for herein relating to the defeasance and discharge under contemplated by this Section 7.3 have been complied with; and. (vic) if Notwithstanding the foregoing clause (b)(i), prior to the end of the 123-day period referred to in clause (b)(iv)(B)(2) above, none of the Company's obligations under this Indenture with respect to such Series shall be discharged. Subsequent to the end of such 123-day period with respect to this Section 7.3, the Company's obligations in Sections 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.8, 2.12, 3.1, 3.2, 6.7, 6.8, 7.6 and 7.7 shall survive with respect to such Series until the Series is no longer outstanding. Thereafter, only the Company's obligations in Sections 6.7, 7.6 and 7.7 shall survive with respect to such Series. If and when a ruling from the Internal Revenue Service or Opinion of Counsel referred to in clause (b)(iv)(A) above is able to be provided specifically without regard to, and not in reliance upon, the continuance of the Company's obligations under Section 3.1, then the Company's obligations under such Section 3.1 with respect to such Series shall cease upon delivery to the Trustee of such ruling or Opinion of Counsel and compliance with the other conditions precedent provided for herein relating to the defeasance contemplated by this Section 7.3. (d) After any such irrevocable deposit and the fulfillment of the other requirements of this Section 7.3, the Trustee upon written request shall acknowledge in writing the discharge of the Company's obligations under the Securities of such series are Series and this Indenture with respect to be redeemed prior to the final maturity thereof such Series except for those surviving obligations in paragraph (other than from mandatory sinking fund payments c) above. (e) Before or analogous payments), notice of such redemption shall have been duly given after a deposit pursuant to this Indenture or provision therefor Section 7.3, the Company may make arrangements satisfactory to the Trustee shall have been madefor the redemption of Securities at a future date in accordance with Article 9.