Common use of Defeasance and Discharge of Securities of any Series Clause in Contracts

Defeasance and Discharge of Securities of any Series. (a) If this Section 4.03 has been specified in accordance with Section 3.01 to be applicable to Securities of any series, then notwithstanding Section 4.01, the Company shall be deemed to have paid and discharged the entire indebtedness on all Outstanding Securities of that series and the coupons, if any, appertaining thereto, the provisions of this Indenture as it relates to such Outstanding Securities and coupons (except as to (i) the rights of Holders of Securities of such series and coupons, if any, appertaining thereto, to receive, solely from the trust fund described in Clause (1) of this Section 4.03(a), payment of the principal of (and premium, if any) and any installment of principal of (and premium, if any) or interest, if any, on such Securities on the Stated Maturity of such principal or installment of principal or interest or any mandatory sinking fund payments or analogous payments applicable to the Securities of that series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities, (ii) the Company’s obligations with respect to such Securities under Sections 3.05, 3.06, 6.07, 10.02 and 10.03 and (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder) shall no longer be in effect, and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same, when (1) with reference to this Section 4.03, the Company has deposited or caused to be deposited with the Trustee (or another trustee that satisfies the requirements of Section 6.09 and agrees to comply with the provisions of this Section 4.03 applicable to it), irrevocably (irrespective of whether the conditions in Clauses (2), (3), (4) and (5) below have been satisfied, but subject to the provisions of Section 4.02(b) and the last paragraph of Section 10.03), as trust funds in trust for the purpose, (A) moneys, or (B) securities evidencing direct general obligations of, or obligations the payment of the principal and interest of which are unconditionally guaranteed by, the United States, which obligations, or the guaranty of which, constitutes the full faith and credit obligation of the United States, which securities shall not be callable or redeemable at the option of the issuer and which securities mature and bear interest in such amount and at such times as will provide moneys, or (C) a combination thereof, in an amount sufficient to pay (without reinvestment) and discharge the principal of (and premium, if any) and each installment of principal of (and premium, if any) and interest, if any, on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest, if any, or any mandatory sinking fund payments or analogous payments applicable to Securities of such series on the day on which such payments are due and payable in accordance with the terms of the Indenture and of such Securities and the coupons, if any, appertaining thereto; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company in respect of the Securities of such series and the coupons, if any, appertaining thereto; (3) no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default with respect to the Securities of that series shall have occurred or be continuing on the date of such deposit and no Event of Default under Section 5.01(d) or 5.01(e) or an event which with the giving of notice or lapse of time, or both, would become an Event of Default under Section 5.01(d) or 5.01(e) shall have occurred and be continuing on the 91st day after such date; (4) the Company has delivered to the Trustee an Opinion of Counsel to the effect that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that Holders of the Securities of such series and the coupons, if any, appertaining thereto will not recognize income, gain or loss for Federal income tax purposes as a result of 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 as would have been the case if such deposit, defeasance and discharge had not occurred; and (5) the Company has delivered to the Trustee (A) an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture in respect of the Securities of such series contemplated by this Section have been complied with and (B) if securities have been deposited pursuant to Clause (1) of this Section 4.03(a), a certificate of independent certified public accountants stating that such securities mature and bear interest in such amount and at such times as will (together with any moneys otherwise provided pursuant to Clause (1) of this Section 4.03(a)) provide sufficient moneys as provided in Clause (1) of this Section 4.03(a). (b) The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against securities deposited pursuant to this Section 4.03 or Section 10.09 or the principal of or interest on such securities other than any payable by or on behalf of the Holders.

Defeasance and Discharge of Securities of any Series. (a) If this Section 4.03 has been specified in accordance with 403 is established, as contemplated by Section 3.01 301, to be applicable to Securities of any series, then notwithstanding Section 4.01401, (a) the Company shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding Securities of that series and the couponsseries, if any, appertaining thereto, (b) the provisions of this Indenture as it relates to such Outstanding Securities and coupons (except as to (i) the rights of Holders of Securities of such series and coupons, if any, appertaining thereto, to receive, solely from the trust fund funds described in Clause paragraph (1) of this Section 4.03(a)below, (i) payment of the principal of (and premium, if any) and any installment of principal of (and premium, if any) or interest, if any, interest on such Securities on the each Stated Maturity of such principal or installment of principal or interest or any mandatory sinking fund payments or analogous payments applicable to the Securities of that series on the day on which such payments are due and payable in accordance with the terms of this the Indenture and of such Securities, (ii) the Company’s 's obligations with respect to such Securities under Sections 3.05305, 3.06306, 6.07902 and 903, 10.02 and 10.03 and (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunderhereunder and (iv) the applicability of Article Four and Section 904 of this Indenture) shall no longer be in effect, and (c) the Trustee, on demand of and at the expense of the Company, shall upon Company Request, execute proper instruments acknowledging the same, whenprovided that the following conditions shall have been satisfied: (1) with reference to this Section 4.03, the Company has shall have deposited or caused to be deposited with the Trustee (or another trustee that satisfies satisfying the requirements of Section 6.09 and agrees to comply with the provisions of this Section 4.03 applicable to it609), irrevocably (irrespective of whether the conditions in Clauses (2), (3), (4) and (5) below have been satisfied, but subject to the provisions of Section 4.02(b) 402(c), the last paragraph of this Section 403, and the last paragraph of Section 10.03903), as trust funds in trust for trust, specifically pledged as security for, and dedicated solely to, the purpose, benefit of the Holders of the Securities of that series, with reference to this Section 403, (A) moneysan amount in the currency or currencies, or currency unit or units or composite currency or currencies in which such Securities are payable, or (B) securities evidencing direct general obligations ofwith respect to Securities of any series denominated only in United States dollars, or obligations 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 the principal and interest opening of which are unconditionally guaranteed by, business on the United States, which obligationsdue date of any payment referred to in this Section money in an amount, or the guaranty of which, constitutes the full faith and credit obligation of the United States, which securities shall not be callable or redeemable at the option of the issuer and which securities mature and bear interest in such amount and at such times as will provide moneys, or (C) a combination thereofthereof with respect to Securities of any series denominated only in United States dollars, sufficient, without consideration of any reinvestment of such principal and interest, in an amount sufficient the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm expressed in a written certification thereof delivered to the Trustee, to pay (without reinvestment) and discharge the principal of (and premium, if any) and each installment of principal of (and premium, if any) and interest, if any, interest on such Outstanding Securities and any coupons appertaining thereto of that series on the each applicable Stated Maturity of such principal or installment of principal or interest, if any, interest (or on any mandatory sinking fund payments or analogous payments applicable date after such date to be specified in a supplemental indenture relating to the Securities of such series on series, such date being referred to as the day on which such payments are due and payable in accordance with the terms of the Indenture and of such Securities and the coupons, if any, appertaining thereto"Defeasance Redemption Date"); (2) the Company has paid shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating (and such statement shall be true) that such defeasance shall not result in a breach or caused violation of, or constitute a Default under, this Indenture or any other material agreement or instrument to be paid all other sums payable hereunder by which the Company in respect of the Securities of such series and the coupons, if any, appertaining theretois a party or by which it is bound; (3) no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default with respect to the Securities of that series shall have occurred or and be continuing on the date of such deposit and no Event of Default under Section 5.01(dinsofar as Sections 501(5) or 5.01(e501(6) or an event which with are concerned, at any time during the giving of notice or lapse of time, or both, would become an Event of Default under Section 5.01(d) or 5.01(e) shall have occurred and be continuing period ending on the 91st day after the date of such datedeposit; (4) the Company has delivered to the Trustee an Opinion of Counsel to of independent counsel in the effect United States stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (B) since the date of this Indenture Indenture, there has been a change in the applicable Federal United States federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that Holders of the Outstanding Securities of such that series and the coupons, if any, appertaining thereto will not recognize income, gain or loss for Federal federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to Federal United States 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; (5) such defeasance shall not cause the Trustee for the Securities to have a conflicting interest with respect to any securities of the Company; (6) such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under the Securities Act or exempt from registration thereunder; and (57) the Company has shall have delivered to the Trustee (A) an Officer’s Officers' Certificate and an Opinion of Counsel Counsel, each stating (and such statement shall be true), that all conditions precedent herein provided for relating to the satisfaction defeasance and discharge of this Indenture in respect of the entire indebtedness on all Outstanding Securities of any such series as contemplated by this Section have been complied with and (B) if securities have been deposited pursuant to Clause (1) with. Notwithstanding any other provisions of this Section 4.03(a)Section, a certificate of independent certified public accountants stating that such securities mature and bear interest defeasance shall be effected in such amount and at such times as will (together compliance with any moneys otherwise provided pursuant additional or substitute terms, conditions or limitations which may be established as contemplated by Section 301 in respect of the Securities of that series. Opinions required to Clause (1) of be delivered under this Section 4.03(a)) provide sufficient moneys as provided may have qualifications customary for opinions of the type required. If the Trustee or the Paying Agent is unable to apply any money in Clause (1) of accordance with this Section 4.03(a). (b) The Company 403 by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company's obligations under this Indenture and the Securities of such series shall pay be revived and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against securities deposited reinstated as though no deposit had occurred pursuant to this Section 4.03 403 until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with this Section 10.09 or 403; provided, however, that if the Company makes any payment of principal of or any premium or interest on such securities other than any payable by or on behalf Security following the reinstatement of its obligations, the Company shall be subrogated to the rights of the HoldersHolders of the Securities of such series to receive such payment from the money held by the Trustee or the Paying Agent.

Defeasance and Discharge of Securities of any Series. (a) If this Section 4.03 has been specified in accordance with 403 is established, as contemplated by Section 3.01 301 to be applicable to Securities of any series, then notwithstanding Section 4.01401, (a) the Company shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding Securities of that series and other than the couponsobligation to pay Additional Amounts in excess of amounts deposited pursuant to Section 401 of this Indenture, if any, appertaining thereto, (b) the provisions of this Indenture as it relates to such Outstanding Securities and coupons (except as to (i) the rights of Holders of Securities of such series and coupons, if any, appertaining thereto, to receive, solely from the trust fund funds described in Clause subparagraph (1) of this Section 4.03(a)below, payment of the principal of (and premium, if any) and any installment of principal of (and premium, if any) or interestinterest and Additional Amounts, if any, then known on such Securities on the each Stated Maturity of such principal or installment of principal or interest or any mandatory sinking fund payments or analogous payments applicable to the Securities of that series on the day on which such payments are due and payable in accordance with the terms of this the Indenture and of such Securities, (ii) the Company’s obligations with respect to such Securities under Sections 3.05305, 3.06306, 6.07, 10.02 1002 and 10.03 1003 and (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder) shall no longer be in effect, and (c) the Trustee, on demand of and at the expense of the Company, shall upon Company Request, execute proper instruments acknowledging the same, whenprovided that the following conditions shall have been satisfied: (1) with reference to this Section 4.03, the Company has shall have deposited or caused to be deposited with the Trustee (or another trustee that satisfies satisfying the requirements of Section 6.09 and agrees to comply with the provisions of this Section 4.03 applicable to it609), irrevocably (irrespective of whether the conditions in Clauses subparagraphs (2), (3), (4), (5) and (56) below have been satisfied, but subject to the provisions of Section 4.02(b402(c) and the last paragraph of Section 10.031003), as trust funds in trust for trust, specifically pledged as security for, and dedicated solely to, the purpose, benefit of the Holders of the Securities of that series, with reference to this Section 403, (A) moneysan amount in the currency or currencies, or currency unit or units or composite currency or currencies in which such Securities are payable, or (B) securities evidencing direct general obligations ofwith respect to Securities of any series denominated only in United States dollars, or obligations 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 the principal and interest opening of which are unconditionally guaranteed by, business on the United States, which obligationsdue date of any payment referred to in clause (i) or (ii) of this subparagraph (1) money in an amount, or the guaranty of which, constitutes the full faith and credit obligation of the United States, which securities shall not be callable or redeemable at the option of the issuer and which securities mature and bear interest in such amount and at such times as will provide moneys, or (C) a combination thereofthereof with respect to Securities of any series denominated only in United States dollars, sufficient, without consideration of any reinvestment of such principal and interest, in an amount sufficient the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay (without reinvestment) and discharge (i) the principal of (and premium, if any) and each installment of principal of (and premium, if any) and interest, if any, interest on such Outstanding Securities and any coupons appertaining thereto of that series on the each applicable Stated Maturity of such principal or installment of principal or interest, if any, or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to Securities of such series on the day on which such payments are due and payable in accordance with the terms of the this Indenture and of such Securities and the coupons, if any, appertaining theretoSecurities; (2) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company has paid is a party or caused to be paid all other sums payable hereunder by the Company in respect of the Securities of such series and the coupons, if any, appertaining theretowhich it is bound; (3) no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default with respect to the Securities of that series shall have occurred or and be continuing on the date of such deposit and no Event of Default under Section 5.01(d501(6) or 5.01(eSection 501(7) or an event which with the giving of notice or lapse of time, time or both, would become an Event of Default under Section 5.01(d501(6) or 5.01(eSection 501(7) shall have occurred and be continuing on the 91st 121st day after such date; (4) the Company has shall have delivered to the Trustee either (A) an Opinion of Counsel to the effect stating that (Ax) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (By) since the date of this Indenture first set forth hereinabove, there has been a change in the applicable Federal United States federal income tax lawlaw or the judicial interpretation thereof, in either case (x) or (y) to the effect that, and based thereon such opinion shall confirm that Holders of the Securities of such that series and the coupons, if any, appertaining thereto will not recognize income, gain or loss for Federal federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to Federal 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 had not occurred, or (B) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel; (5) the Company shall have delivered to the Trustee an Opinion of Liberian Counsel to the effect that Holders of the Outstanding Securities of that series will not recognize income, gain or loss for Liberian income tax or other tax purposes as a result of such defeasance and will be subject to Liberian income tax and other tax on the same amount, in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; and (56) the Company has shall have delivered to the Trustee (A) an Officer’s Officers’ Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction defeasance and discharge of this Indenture in respect of the entire indebtedness on all Outstanding Securities of any such series as contemplated by this Section have been complied with and (B) if securities have been deposited pursuant to Clause (1) with. Notwithstanding any other provisions of this Section 4.03(a)Section, a certificate of independent certified public accountants stating that such securities mature and bear interest defeasance shall be effected in such amount and at such times as will (together compliance with any moneys otherwise provided pursuant additional or substitute terms, conditions or limitations which may be established as contemplated by Section 301 in respect of the Securities of that series. Opinions required to Clause (1) of be delivered under this Section 4.03(a)) provide sufficient moneys as provided in Clause (1) of this Section 4.03(a). (b) The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against securities deposited pursuant to this Section 4.03 or Section 10.09 or the principal of or interest on such securities other than any payable by or on behalf may have qualifications customary for opinions of the Holderstype required.

Defeasance and Discharge of Securities of any Series. (a) If this Except as otherwise provided as contemplated by Section 4.03 has been specified in accordance 2.1 with Section 3.01 respect to be applicable to Securities a series of any series, then notwithstanding Section 4.01Securities, the Company Issuer and the Guarantor shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding Securities of that any series and the coupons, if any, appertaining thereto, the provisions of this Indenture as it relates to such Outstanding Securities shall no longer be in effect (“Defeasance”), and coupons the Trustee, at the expense of the Issuer, shall, upon the Order of the Issuer or the Guarantor, execute proper instruments acknowledging the same, when: (except a) the Issuer or the Guarantor has deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 6.9), irrevocably (irrespective of whether the conditions in paragraphs (b), (c), (d), (e), (f) and (g) below have been satisfied, but subject to the provisions of Section 4.2 and Section 10.3(e)), as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of that series with reference to this Section 4.3, in the case of a series of Securities denominated in United States dollars, United States money or U.S. Government Obligations, and in the case of a series of Securities denominated in a currency other than U.S. dollars, funds in such currency, in each case in an amount which, through the payment of interest and principal in respect thereof in accordance with their terms, in an amount which will provide not later than the opening of business on the due date of any payment referred to in subparagraph (i), (ii) or (iii) of this paragraph (a), in the case of a series of Securities denominated in United States dollars, United States money or U.S. Government Obligations, and in the case of a series of Securities demonstrated in a currency other than U.S. dollars, funds in such currency, in an amount sufficient, in the opinion of an internationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge (i) the principal of (and premium, if any), (ii) interest on and (iii) Additional Amounts, if any, on such Outstanding Securities on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities; and (b) no Event of Default with respect to the Securities of that series has occurred and is continuing on the date of such deposit and no Event of Default under Section 5.1(e), Section 5.1(f) or Section 5.1(h) is in occurrence and continues on a date which is six months after the date of such deposit; and (c) the Issuer or the Guarantor has delivered to the Trustee an Opinion of Counsel of recognized standing with respect to U.S. federal income tax matters to the effect that Holders of the Securities of that series will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit, Defeasance and discharge 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 had not occurred; and: (d) such Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all Securities of that series are in default within the meaning of the Trust Indenture Act); and (e) such Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act; and (f) if the Securities of that series are then listed on any securities exchange, the Issuer or the Guarantor has delivered to the Trustee an Opinion of Counsel to the effect that such deposit, Defeasance and discharge will not cause such Securities of that series to be delisted from such exchange; and (g) the Issuer or the Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the Defeasance and discharge of the entire indebtedness on all Outstanding Securities of that series as contemplated by this Section have been complied with; provided, however, that a Defeasance described in this Section 4.3 shall not impair or affect (1) the rights of Holders of Securities of such that series and coupons, if any, appertaining thereto, to receive, solely from the trust fund funds described in Clause paragraph (1a) of this Section 4.03(a)above, payment of the principal of (and premium, if any) and any installment of principal of (and premium, if any) ), interest on or interestAdditional Amounts, if any, on such Securities on the Stated Maturity of such principal or installment of principal of (and premium, if any) or interest interest, or any mandatory sinking fund payments or analogous payments applicable to the Securities of that series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities, (ii2) the CompanyIssuer’s and the Guarantor’s obligations with respect to such Securities and Guarantees, respectively, under Sections 3.052.4, 3.062.5, 6.072.6, 10.02 2.7, 10.2 and 10.03 and 10.3, (iii3) the rights, powers, trusts, duties and immunities of the Trustee hereunder) shall no longer be in effect, hereunder and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same, when (1) with reference to this Section 4.03, the Company has deposited or caused to be deposited with the Trustee (or another trustee that satisfies the requirements of Section 6.09 and agrees to comply with the provisions of this Section 4.03 applicable to it), irrevocably (irrespective of whether the conditions in Clauses (2), (3), (4) and (5) below have been satisfied, but subject to the provisions of Section 4.02(b) 4.2 and the last paragraph of Section 10.03), as trust funds in trust for the purpose, (A) moneys, or (B) securities evidencing direct general obligations of, or obligations the payment of the principal and interest of which are unconditionally guaranteed by, the United States, which obligations, or the guaranty of which, constitutes the full faith and credit obligation of the United States, which securities shall not be callable or redeemable at the option of the issuer and which securities mature and bear interest in such amount and at such times as will provide moneys, or (C) a combination thereof, in an amount sufficient to pay (without reinvestment) and discharge the principal of (and premium, if any) and each installment of principal of (and premium, if any) and interest, if any, on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest, if any, or any mandatory sinking fund payments or analogous payments applicable to Securities of such series on the day on which such payments are due and payable in accordance with the terms of the Indenture and of such Securities and the coupons, if any, appertaining thereto; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company in respect of the Securities of such series and the coupons, if any, appertaining thereto; (3) no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default with respect to the Securities of that series shall have occurred or be continuing on the date of such deposit and no Event of Default under Section 5.01(d) or 5.01(e) or an event which with the giving of notice or lapse of time, or both, would become an Event of Default under Section 5.01(d) or 5.01(e) shall have occurred and be continuing on the 91st day after such date; (4) the Company has delivered to the Trustee an Opinion of Counsel to the effect that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that Holders of the Securities of such series and the coupons, if any, appertaining thereto will not recognize income, gain or loss for Federal income tax purposes as a result of 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 as would have been the case if such deposit, defeasance and discharge had not occurred; and (5) the Company has delivered to the Trustee (A) an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture in respect of the Securities of such series contemplated by this Section have been complied with and (B) if securities have been deposited pursuant to Clause (1) of this Section 4.03(a), a certificate of independent certified public accountants stating that such securities mature and bear interest in such amount and at such times as will (together with any moneys otherwise provided pursuant to Clause (1) of this Section 4.03(a)) provide sufficient moneys as provided in Clause (1) of this Section 4.03(a)4.3. (b) The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against securities deposited pursuant to this Section 4.03 or Section 10.09 or the principal of or interest on such securities other than any payable by or on behalf of the Holders.

Defeasance and Discharge of Securities of any Series. (a) If this Section 4.03 has been specified in accordance with Section ------- 3.01 to be applicable to Securities of any series, then notwithstanding Section ---- ------- 4.01, the Company shall be deemed to have paid and discharged the entire ---- indebtedness on all the Outstanding Securities of that such series and the couponsCoupons, if any, appertaining thereto, the provisions of this Indenture as it relates to such Outstanding Securities and coupons Coupons (except as to (i) the rights of Holders of Outstanding Securities of such series and couponsCoupons, if any, appertaining thereto, thereto to receive, solely from the trust fund funds described in Clause subparagraph (1) of this Section 4.03(a), payment of the ---------------- principal of (and premium, if any) and any installment of principal of (and premium, if any) or interest, if any, on such Securities on the Stated Maturity of such principal or installment of principal or interest or any mandatory sinking fund payments or analogous payments applicable to the Securities of that such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities, (ii) the Company’s 's obligations with respect to such Securities under Sections 3.05, 3.06, 6.0710.02, 10.02 and 10.03 and (iii) ------------- ---- ----- ----- 15.01 the rights, powers, trusts, duties and immunities of the Trustee ----- hereunder) shall no longer be in effect, and the Trustee, on demand of and at the expense of the Company, shall shall, upon Company Request, execute proper instruments acknowledging the same, whenprovided that the following conditions have been satisfied: (1) with reference to this Section 4.03, the Company has deposited or caused to be deposited with the Trustee (or another trustee that satisfies satisfying the requirements of Section 6.09 and agrees to comply with the provisions of this Section 4.03 applicable to it6.09), irrevocably (irrespective of whether the ------------ conditions in Clauses subparagraphs (2), (3), (4) and (if applicable) or (5) below have been ----------------- --- --- --- satisfied, but subject to the provisions of Section 4.02(b4.02(c) and the last --------------- paragraph of Section 10.03), as trust funds in trust for trust, specifically pledged ------------- as security for, and dedicated solely to, the purpose, benefit of the Holders of the Securities of such series and the Coupons, if any, appertaining thereto, (A) moneysmoney in an amount in the currency or composite currency in which the Securities of such series are payable (except as otherwise specified with respect to the Securities of such series pursuant to Section 3.01), or or (B) securities evidencing direct general obligations of, or obligations ------------ Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than the principal and interest opening of which are unconditionally guaranteed by, business on the United States, which obligationsdue date of any payment referred to in clause (i) or (ii) of this subparagraph (1) money in an amount, or the guaranty of which, constitutes the full faith and credit obligation of the United States, which securities shall not be callable or redeemable at the option of the issuer and which securities mature and bear interest in such amount and at such times as will provide moneys, or (C) a combination thereof, sufficient, in an amount sufficient the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay (without reinvestment) and discharge (i) the principal of (and premium, if any) and each installment of principal of (and premium, if any) and interest, if any, on such Outstanding Securities and any coupons appertaining thereto Coupons on the Stated Maturity of such principal or installment of principal or interest, if any, or (ii) 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 the this Indenture and of such Securities and the coupons, if any, appertaining thereto; (2iii) the Company has paid or caused to be paid all other sums payable hereunder by the Company in respect any repayment of the Securities of such series at the option of a Holder of any of such Securities on the date such repayment is due and payable; (2) 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 coupons, if any, appertaining theretoCompany is a party or by which it is bound; (3) no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default with respect to the Securities of that such series shall have occurred or and be continuing on the date of such deposit and no Event of Default under Section 5.01(d) or --------------- 5.01(e) or an event which with the giving of notice or lapse of time, or both, ------- would become an Event of Default under Section 5.01(d) or 5.01(e) shall --------------- ------- have occurred and be continuing on the 91st day after such date; (4) if this subparagraph has been specified in accordance with Section 3.01 to be applicable to the Securities of such series, the Company ------------ has delivered to the Trustee (A) an Opinion of Counsel to the effect that (A) the Company has received from, or there has been published by, the Internal Revenue Service a rulingruling to the effect, or (B) since the date of in lieu thereof, but only if this Indenture there has been a change clause (B) is specified in the accordance with Section 3.01 to be ------------ applicable Federal income tax law, in either case to the effect Securities of such series, an Opinion of Counsel to the effect, that Holders of the Securities of such series and the couponsCoupons, if any, appertaining thereto will not recognize income, gain or loss for Federal federal income tax purposes as a result of such deposit, 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 times, as would have been the case if such deposit, defeasance and discharge had not occurred; and (5) the Company has delivered to the Trustee (A) an Officer’s Officers' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction defeasance and discharge of this Indenture in respect of the entire indebtedness on all Outstanding Securities of such series as contemplated by this Section have been complied with and (B) if securities have been deposited pursuant to Clause (1) of this Section 4.03(a), a certificate of independent certified public accountants stating that such securities mature and bear interest in such amount and at such times as will (together with any moneys otherwise provided pursuant to Clause (1) of this Section 4.03(a)) provide sufficient moneys as provided in Clause (1) of this Section 4.03(a)with. (b) The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against securities deposited pursuant to this Section 4.03 or Section 10.09 or the principal of or interest on such securities other than any payable by or on behalf of the Holders.

Defeasance and Discharge of Securities of any Series. (a) If this Section 4.03 has been specified in accordance with Section 3.01 to be applicable to Securities of any series, then notwithstanding Section 4.01, the Company shall be deemed to have paid and discharged the entire indebtedness on all Outstanding Securities of that series and the coupons, if any, appertaining thereto, the provisions of this Indenture as it relates to such Outstanding Securities and coupons (except as to (i) the rights of Holders of Securities of such series and coupons, if any, appertaining thereto, to receive, solely from the trust fund described in Clause (1) of this Section 4.03(a), payment of the principal of (and premium, if any) and any installment of principal of (and premium, if any) or interest, if any, on such Securities on the Stated Maturity of such principal or installment of principal or interest or any mandatory sinking fund payments or analogous payments applicable to the Securities of that series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities, (ii) the Company’s 's obligations with respect to such Securities under Sections 3.05, 3.06, 6.07, 10.02 10.02, 10.03 and 10.03 16.01 and (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder) shall no longer be in effect, and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same, when (1) with reference to this Section 4.03, the Company has deposited or caused to be deposited with the Trustee (or another trustee that satisfies the requirements of Section 6.09 and agrees to comply with the provisions of this Section 4.03 applicable to it), irrevocably (irrespective of whether the conditions in Clauses (2), (3), (4) and (5) below have been satisfied, but subject to the provisions of Section 4.02(b) and the last paragraph of Section 10.03), as trust funds in trust for the purpose, (A) moneys, or (B) securities evidencing direct general obligations of, or obligations the payment of the principal and interest of which are unconditionally guaranteed by, the United States, which obligations, or the guaranty of which, constitutes the full faith and credit obligation of the United States, which securities shall not be callable or redeemable at the option of the issuer and which securities mature and bear interest in such amount and at such times as will provide moneys, or (C) a combination thereof, in an amount sufficient to pay (without reinvestment) and discharge the principal of (and premium, if any) and each installment of principal of (and premium, if any) and interest, if any, on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest, if any, or any mandatory sinking fund payments or analogous payments applicable to Securities of such series on the day on which such payments are due and payable in accordance with the terms of the Indenture and of such Securities and the coupons, if any, appertaining thereto; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company in respect of the Securities of such series and the coupons, if any, appertaining thereto; (3) no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default with respect to the Securities of that series shall have occurred or be continuing on the date of such deposit and no Event of Default under Section 5.01(d) or 5.01(e) or an event which with the giving of notice or lapse of time, or both, would become an Event of Default under Section 5.01(d) or 5.01(e) shall have occurred and be continuing on the 91st day after such date; (4) the Company has delivered to the Trustee an Opinion of Counsel to the effect that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that Holders of the Securities of such series and the coupons, if any, appertaining thereto will not recognize income, gain or loss for Federal income tax purposes as a result of 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 as would have been the case if such deposit, defeasance and discharge had not occurred; and (5) the Company has delivered to the Trustee (A) an Officer’s Officers' Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture in respect of the Securities of such series contemplated by this Section have been complied with and (B) if securities have been deposited pursuant to Clause (1) of this Section 4.03(a), a certificate of independent certified public accountants stating that such securities mature and bear interest in such amount and at such times as will (together with any moneys otherwise provided pursuant to Clause (1) of this Section 4.03(a)) provide sufficient moneys as provided in Clause (1) of this Section 4.03(a). (b) The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against securities deposited pursuant to this Section 4.03 or Section 10.09 or the principal of or interest on such securities other than any payable by or on behalf of the Holders.

Defeasance and Discharge of Securities of any Series. (a) If this Section 4.03 has been specified in accordance with Section 3.01 to be applicable to Securities of any series, then notwithstanding Section 4.01, the Company shall be deemed to have paid and discharged the entire indebtedness on all Outstanding Securities of that series and the coupons, if any, appertaining thereto, the provisions of this Indenture as it relates to such Outstanding Securities and coupons (except as to (i) the rights of Holders of Securities of such series and coupons, if any, appertaining thereto, to receive, solely from the trust fund described in Clause (1) of this Section 4.03(a), payment of the principal of (and premium, if any) and any installment of principal of (and premium, if any) or interest, if any, on such Securities on the Stated Maturity of such principal or installment of principal or interest or any mandatory sinking fund payments or analogous payments applicable to the Securities of that series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities, (ii) the Company’s 's obligations with respect to such Securities under Sections 3.05, 3.06, 6.07, 10.02 and 10.03 and (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder) shall no longer be in effect, and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same, when (1) with reference to this Section 4.03, the Company has deposited or caused to be deposited with the Trustee (or another trustee that satisfies the requirements of Section 6.09 and agrees to comply with the provisions of this Section 4.03 applicable to it), irrevocably (irrespective of whether the conditions in Clauses (2), (3), (4) and (5) below have been satisfied, but subject to the provisions of Section 4.02(b) and the last paragraph of Section 10.03), as trust funds in trust for the purpose, (A) moneys, or (B) securities evidencing direct general obligations of, or obligations the payment of the principal and interest of which are unconditionally guaranteed by, the United States, which obligations, or the guaranty of which, constitutes the full faith and credit obligation of the United States, which securities shall not be callable or redeemable at the option of the issuer and which securities mature and bear interest in such amount and at such times as will provide moneys, or (C) a combination thereof, in an amount sufficient to pay (without reinvestment) and discharge the principal of (and premium, if any) and each installment of principal of (and premium, if any) and interest, if any, on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest, if any, or any mandatory sinking fund payments or analogous payments applicable to Securities of such series on the day on which such payments are due and payable in accordance with the terms of the Indenture and of such Securities and the coupons, if any, appertaining thereto; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company in respect of the Securities of such series and the coupons, if any, appertaining thereto; (3) no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default with respect to the Securities of that series shall have occurred or be continuing on the date of such deposit and no Event of Default under Section 5.01(d) or 5.01(e) or an event which with the giving of notice or lapse of time, or both, would become an Event of Default under Section 5.01(d) or 5.01(e) shall have occurred and be continuing on the 91st day after such date; (4) the Company has delivered to the Trustee an Opinion of Counsel to the effect that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that Holders of the Securities of such series and the coupons, if any, appertaining thereto will not recognize income, gain or loss for Federal income tax purposes as a result of 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 as would have been the case if such deposit, defeasance and discharge had not occurred; and (5) the Company has delivered to the Trustee (A) an Officer’s Officers' Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture in respect of the Securities of such series contemplated by this Section have been complied with and (B) if securities have been deposited pursuant to Clause (1) of this Section 4.03(a), a certificate of independent certified public accountants stating that such securities mature and bear interest in such amount and at such times as will (together with any moneys otherwise provided pursuant to Clause (1) of this Section 4.03(a)) provide sufficient moneys as provided in Clause (1) of this Section 4.03(a). (b) The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against securities deposited pursuant to this Section 4.03 or Section 10.09 or the principal of or interest on such securities other than any payable by or on behalf of the Holders.