Common use of Defeasance of Certain Obligations Clause in Contracts

Defeasance of Certain Obligations. The Company may omit to comply with any term, provision or condition set forth in Sections 3.1, 3.2, 3.3 and 3.4 hereof and a breach with respect to Sections 3.1, 3.2, 3.3 or 3.4 shall be deemed not to be an Event of Default, in each case with respect to the Outstanding Notes if: (a) with reference to this Section 4.2, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of the Initial Indenture) and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, 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 such Holders as security for payment of the principal of and interest, if any, on the Notes, and dedicated solely to, the benefit of such Holders, in and to (A) money in an amount, (B) United States Government Obligations 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 this clause (a), money in an amount or (C) a combination 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, 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, the principal of and interest on the Outstanding Notes on the Stated Maturity of such principal or interest; provided, that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest with respect to the Notes; (b) the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Holders of Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and defeasance of such covenants and Events of Default and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (c) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on the 91st day after such date of such deposit; (d) if the 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 Notes will not be delisted as a result of such deposit, defeasance and discharge; and (e) the Company 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 contemplated by this Section 4.2 have been complied with.

Defeasance of Certain Obligations. The Company may omit to comply with any term, provision or condition set forth in, and this Indenture will no longer be in Sections 3.1effect with respect to, 3.2, 3.3 any covenant established pursuant to Section 2.03(r) and 3.4 hereof and a breach clause (c) (with respect to Sections 3.1, 3.2, 3.3 or 3.4 any covenants established pursuant to Section 2.03(r)) and clause (f) of Section 6.01 shall be deemed not to be an Event of Default, in each case with respect to the Outstanding Notes if: (a) with reference to this Section 4.28.06, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of the Initial IndentureSection 7.11) and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, 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 such Holders as security for payment of the principal of and interest, if any, on the Notesfor, and dedicated solely to, the benefit of the Holders of the Securities of such Holdersseries and the Indenture with respect to the Securities of such series, in and to (Ai) money in an amount, amount or (Bii) United States U.S. Government Obligations that, which 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 dates thereof or earlier redemption (irrevocably provided for under agreements satisfactory to the Trustee), as the case may be, of any payment referred to in subclause (x) or (y) of this clause (a), ) money in an amount amount, or (Ciii) a combination thereof in an amount 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, 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, Trustee (x) the principal of, premium, if any, and each installment of and interest on the Outstanding Notes outstanding Securities on the Stated Maturity due date thereof or earlier redemption (irrevocably provided for under arrangements satisfactory to the Trustee), as the case may be, and (y) any mandatory sinking fund payments or analogous payments applicable to the Securities of such principal or interest; provided, that series and the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest Indenture with respect to the NotesSecurities of such series on the day on which such payments are due and payable in accordance with the terms of the Indenture and of Securities of such series and the Indenture with respect to the Securities of such series; (b) the Company has delivered to the Trustee (i) an Opinion of Counsel to the effect that the Holders of Notes Securities of such series will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and defeasance the Company’s exercise of such covenants and Events of Default its option under this Section 8.06 and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurredoccurred and (ii) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 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; (c) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default with respect to Default, or event that after the Notes 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, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time or during the period ending on the 91st 123rd day after such 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; (d) if at such time the Notes Securities of such series are then listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Notes Securities of such series will not be delisted as a result of such deposit, defeasance and discharge; and (e) the Company has 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 contemplated by under this Section 4.2 have been complied with.

Defeasance of Certain Obligations. The Company may omit to comply with any term, provision or condition set forth in, and this Indenture will no longer be in Sections 3.1effect with respect to, 3.2, 3.3 any covenant established pursuant to Section 2.03(r) and 3.4 hereof and a breach clause (c) (with respect to Sections 3.1, 3.2, 3.3 or 3.4 any covenants established pursuant to Section 2.03(r)) and clause (f) of Section 6.01 shall be deemed not to be an Event of Default, in each case Default with respect to the Outstanding Notes Securities of any series, if: (a) with reference to this Section 4.28.06, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of the Initial IndentureSection 7.11) and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, 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 such Holders as security for payment of the principal of and interest, if any, on the Notesfor, and dedicated solely to, the benefit of the Holders of the Securities of such Holdersseries and the Indenture with respect to the Securities of such series, in and to (Ai) money in an amount, amount or (Bii) United States U.S. Government Obligations that, which 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 dates thereof or earlier redemption (irrevocably provided for under agreements satisfactory to the Trustee), as the case may be, of any payment referred to in subclause (x) or (y) of this clause (a), ) money in an amount amount, or (Ciii) a combination thereof in an amount 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, 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, Trustee (x) the principal of, premium, if any, and each installment of and interest on the Outstanding Notes outstanding Securities of such series on the Stated Maturity due date thereof or earlier redemption (irrevocably provided for under arrangements satisfactory to the Trustee), as the case may be, and (y) any mandatory sinking fund payments or analogous payments applicable to the Securities of such principal or interest; provided, that series and the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest Indenture with respect to the NotesSecurities of such series on the day on which such payments are due and payable in accordance with the terms of the Indenture and of Securities of such series and the Indenture with respect to the Securities of such series; (b) the Company has delivered to the Trustee (i) an Opinion of Counsel to the effect that the Holders of Notes Securities of such series will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and defeasance the Company’s exercise of such covenants and Events of Default its option under this Section 8.06 and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurredoccurred and (ii) 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; (c) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default with respect to Default, or event that after the Notes 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, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time or during the period ending on the 91st 123rd day after such 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; (d) if at such time the Notes Securities of such series are then listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Notes Securities of such series will not be delisted as a result of such deposit, defeasance and discharge; and (e) the Company has 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 contemplated by under this Section 4.2 have been complied with.

Defeasance of Certain Obligations. The Company may omit to comply with any term, provision or condition set forth in, and this Indenture will no longer be in Sections 3.1effect with respect to, 3.2, 3.3 any covenant in Article 4 or Section 5.1 established pursuant to Section 2.3 in any indenture supplemental hereto and 3.4 hereof and a breach clause (c) (with respect to Sections 3.1, 3.2, 3.3 any covenants in Article 4 or 3.4 Section 5.1 established pursuant to Section 2.3 in any indenture supplemental hereto) and clause (f) of Section 6.1 shall be deemed not to be an Event of Default, in each case and the provisions of Article 11 shall not apply with respect to the Outstanding Notes Securities of any series, if: (aA) with reference to this Section 4.28.6, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of the Initial IndentureSection 7.8) and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, 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 such Holders as security for payment of the principal of and interest, if any, on the Notesfor, and dedicated solely to, the benefit of the Holders of the Securities of such Holdersseries and the Indenture with respect to the Securities of such series, in and to (Ai) money in an amount, amount or (Bii) United States U.S. Government Obligations that, which 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 dates thereof or earlier redemption (irrevocably provided for under agreements satisfactory to the Trustee), as the case may be, of any payment referred to in subclause (x) or (y) of this clause (a), A) money in an amount amount, or (Ciii) a combination thereof in an amount 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, 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, Trustee (x) the principal of, premium, if any, and each installment of and interest on the Outstanding Notes outstanding Securities on the Stated Maturity due date thereof or earlier redemption (irrevocably provided for under arrangements satisfactory to the Trustee), as the case may be, and (y) any mandatory sinking fund payments or analogous payments applicable to the Securities of such principal or interest; provided, that series and the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest Indenture with respect to the NotesSecurities of such series on the day on which such payments are due and payable in accordance with the terms of the Indenture and of Securities of such series and the Indenture with respect to the Securities of such series; (bB) the Company has delivered to the Trustee (i) an Opinion of Counsel to the effect that the Holders of Notes Securities of such series will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and defeasance the Company's exercise of such covenants and Events of Default its option under this Section 8.6 and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurredoccurred and (ii) 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; (cC) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default with respect to Default, or event that after the Notes 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, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time or during the period ending on the 91st 123rd day after such 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; (dD) the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof; and (E) if at such time the Notes Securities of such series are then listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Notes Securities of such series will not be delisted as a result of such deposit, defeasance and discharge; and (e) the Company 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 contemplated by this Section 4.2 have been complied with.

Defeasance of Certain Obligations. The Company may omit to comply with any term, provision or condition set forth in Sections 3.1, 3.2, 3.3 and 3.4 hereof and a breach with respect to Sections 3.1, 3.2, 3.3 or 3.4 shall be deemed not to be an Event of Default, in each case with respect to the Outstanding outstanding Notes if: (a) with reference to this Section 4.2, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of the Initial Indenture) and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, 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 such Holders as security for payment of the principal of and interest, if any, on the Notes, and dedicated solely to, the benefit of such Holders, in and to (A) money in an amount, (B) United States Government Obligations 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 this clause (a), money in an amount or (C) a combination 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, 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, the principal of and interest on the Outstanding outstanding Notes on the Stated Maturity of such principal or interest; provided, that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest with respect to the Notes; (b) the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Holders of Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and defeasance of such covenants and Events of Default and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (c) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on the 91st day after such date of such deposit; (d) if the 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 Notes will not be delisted as a result of such deposit, defeasance and discharge; and (e) the Company 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 contemplated by this Section 4.2 have been complied with.

Defeasance of Certain Obligations. The Company may omit to comply with any term, provision or condition set forth in Section 801 or in Sections 3.11004 to 1007, 3.2inclusive, 3.3 and 3.4 hereof and a breach with respect to Sections 3.1, 3.2, 3.3 or 3.4 shall be deemed not to be an Event of Default, in each case with respect to the Outstanding Notes ifSecurities of any series, provided that the following conditions shall have been satisfied: (a1) with reference to this Section 4.2, the Company has irrevocably deposited or caused to be irrevocably deposited (except as provided in Section 402(c) hereof and the last paragraph of Section 1003 hereof) with the Trustee (or another trustee satisfying the requirements of the Initial Indenturespecifying that each deposit is pursuant to this Section 1009) and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, 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 such Holders as security for payment of the principal of and interest, if any, on the Notesfor, and dedicated solely to, the benefit of the Holders of the Securities of such Holdersseries, in and to (Ai) money in the currency or units of currency in which such Securities are payable in an amount, or (Bii) United States (except as provided in a supplemental indenture with respect to such series) if Securities of such series are not subject to repurchase at the option of Holders, (A) U.S. Government Obligations that, which 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 this clause (a), x) or (y) of this subparagraph (1) money in an amount amount, or (CB) a combination thereof thereof, in an amount each case sufficient, in the opinion report 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 and which the reinvestment of such interest Trustee shall be instructed to apply to pay and after payment of all federaldischarge, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, (x) the principal of (and interest premium, if any) and each installment of principal (and premium, if any) and interest, if any, on the Outstanding Notes Securities of such series on the Stated Maturity of such principal or interest; provided, that installment of principal or interest or to and including the Trustee shall have been Redemption Date irrevocably instructed designated by the Company pursuant to apply such money or subparagraph (4) of this Section 1009 and (y) any mandatory sinking fund payments applicable to the proceeds Securities of such United States Government Obligations to series on the payment day on which payments are due and payable in accordance with the terms of the Indenture and of the Securities of such principal and interest series; (2) no Event of Default or event which with notice or lapse of time would become an Event of Default (including by reason of such deposit) with respect to the NotesSecurities of such series shall have occurred and be continuing on the date of such deposit; (b3) the Company has shall have delivered to the Trustee an Opinion of Counsel to the effect (i) that the Holders of Notes the Securities of such series will not recognize income, gain gain, loss or loss expense for United States federal Federal income tax purposes as a result of such deposit and defeasance of such covenants and Events of Default certain obligations and will be subject take into account all items of income, gain, loss or expense with respect to federal income tax on the Securities at the same amount time and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; taken place; (cii) immediately after giving effect to that such deposit on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date provision would not cause any outstanding Securities of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on the 91st day after such date of such deposit; (d) if the Notes are series then listed on a any national securities exchange, the Company has delivered exchange to the Trustee an Opinion of Counsel to the effect that the Notes will not be delisted as a result thereof; and (iii) that the defeasance trust is not, or is registered as, an investment company under the Investment Company Act of 1940; (4) if the Company has deposited or caused to be deposited money or U.S. Government Obligations to pay or discharge the principal of (and premium, if any) and interest, if any, on the Outstanding Securities of a series to and including a Redemption Date on which all of the Outstanding Securities of such depositseries are to be redeemed, defeasance such Redemption Date shall be irrevocably designated by a Board Resolution delivered to the Trustee on or prior to the date of deposit of such money or U.S. Government Obligations, and dischargesuch Board Resolution shall be accompanied by an irrevocable Company Request that the Trustee give notice of such redemption in the name and at the expense of the Company not less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 1104 hereof; and (e5) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent herein provided for herein relating to the defeasance contemplated by this Section 4.2 satisfaction and discharge of the Securities have been complied with.

Defeasance of Certain Obligations. The Company may omit to comply with any term, provision or condition set forth in, and this Indenture will no longer be in Sections 3.1effect with respect to, 3.2, 3.3 any covenant established pursuant to Section 2.03(r) and 3.4 hereof and a breach clause (c) (with respect to Sections 3.1, 3.2, 3.3 or 3.4 any covenants established pursuant to Section 2.03(r)) and clause (f) of Section 6.01 shall be deemed not to be an Event of Default, in each case with respect to the Outstanding Notes if: (a) with reference to this Section 4.28.06, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of the Initial IndentureSection 7.11) and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, 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 such Holders as security for payment of the principal of and interest, if any, on the Notesfor, and dedicated solely to, the benefit of the Holders of the Securities of such Holdersseries and the Indenture with respect to the Securities of such series, in and to (Ai) money in an amount, amount or (Bii) United States U.S. Government Obligations that, which 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 dates thereof or earlier redemption (irrevocably provided for under agreements satisfactory to the Trustee), as the case may be, of any payment referred to in subclause (x) or (y) of this clause (a), ) money in an amount amount, or (Ciii) a combination thereof in an amount 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, 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, Trustee (x) the principal of, premium, if any, and each installment of and interest on the Outstanding Notes outstanding Securities on the Stated Maturity due date thereof or earlier redemption (irrevocably provided for under arrangements satisfactory to the Trustee), as the case may be, and (y) any mandatory sinking fund payments or analogous payments applicable to the Securities of such principal or interest; provided, that series and the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest Indenture with respect to the NotesSecurities of such series on the day on which such payments are due and payable in accordance with the terms of the Indenture and of Securities of such series and the Indenture with respect to the Securities of such series; (b) the Company has delivered to the Trustee (i) an Opinion of Counsel to the effect that the Holders of Notes Securities of such series will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and defeasance the Company’s exercise of such covenants and Events of Default its option under this Section 8.06 and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurredoccurred and (ii) 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; (c) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default with respect to Default, or event that after the Notes 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, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time or during the period ending on the 91st 123rd day after such 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; (d) if at such time the Notes Securities of such series are then listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Notes Securities of such series will not be delisted as a result of such deposit, defeasance and discharge; and (e) the Company has 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 contemplated by under this Section 4.2 have been complied with.

Defeasance of Certain Obligations. The Company may omit to comply with any term, provision or condition set forth in, and this Indenture will no longer be in Sections 3.1effect with respect to, 3.2, 3.3 any covenant established pursuant to Section 2.03(s) and 3.4 hereof clause (c) and a breach clause (f) (with respect to Sections 3.1, 3.2, 3.3 or 3.4 any covenants established pursuant to Section 2.03(s)) of Section 6.01 shall be deemed not to be constitute a Default or an Event of Default, in each case Default with respect to the Outstanding Notes Securities of any series, if: (a) with reference to this Section 4.28.06, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of the Initial IndentureSection 7.11) and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, for the purposes of making the following payments, specifically pledged to the Trustee for the benefit of such Holders as security for payment of the principal of and interest, if any, on the Notesfor, and dedicated solely to, the benefit benefits of the Holders of the Securities of such Holdersseries, in and to (Ai) money in an amount, (Bii) United States U.S. Government Obligations that, which 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 (a), money in an amount or (Ciii) a combination thereof thereof, in an amount 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, 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, and which shall be applied by the Trustee to pay and discharge (x) all of the Principal of, premium, if any, and each installment of interest on the outstanding Securities of such series on the maturity or due dates thereof payable or if the Company has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee, the principal redemption date, as the case may be, and (y) any mandatory sinking fund payments or analogous payments applicable to the Securities of and interest such series on the Outstanding Notes day on which such payments are due and payable in accordance with the Stated Maturity terms of the Securities of such principal or interest; provided, that series and the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest Indenture with respect to the NotesSecurities of such series; (b) the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Holders of Notes Securities of such series will not recognize income, gain or loss for United States U.S. federal income tax purposes as a result of such deposit and defeasance the Company’s exercise of such covenants and Events of Default its option under this Section 8.06 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 and defeasance had not occurred; (c) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default with respect to the Notes outstanding Securities of such series shall have occurred and be continuing on at the date time of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on the 91st day immediately after such date of giving effect to such deposit; (d) if at such time the Notes Securities of such series are then listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Notes Securities of such series will not be delisted as a result of such deposit, defeasance and discharge; and; (e) the Company has 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 contemplated by under this Section 4.2 have been complied with; and (f) 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 of Certain Obligations. The Company may omit to comply with any term, provision or condition set forth in, and this Indenture will no longer be in Sections 3.1effect with respect to, 3.2, 3.3 any covenant established pursuant to Section 2.03(r) and 3.4 hereof and a breach clause (c) (with respect to Sections 3.1, 3.2, 3.3 or 3.4 any covenants established pursuant to Section 2.03(r)) and clause (f) of Section 6.01 shall be deemed not to be an Event of Default, in each case Default with respect to the Outstanding Notes Securities of any series, if: (a) with reference to this Section 4.28.06, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of the Initial IndentureSection 7.11) and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, 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 such Holders as security for payment of the principal of and interest, if any, on the Notesfor, and dedicated solely to, the benefit of the Holders of the Securities of such Holdersseries and the Indenture with respect to the Securities of such series, in and to (Ai) money in an amount, amount or (Bii) United States U.S. Government Obligations that, which 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 dates thereof or earlier redemption (irrevocably provided for under agreements satisfactory to the Trustee), as the case may be, of any payment referred to in subclause (x) or (y) of this clause (a), ) money in an amount amount, or (Ciii) a combination thereof in an amount 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, 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, Trustee (x) the principal of, premium, if any, and each installment of and interest on the Outstanding Notes outstanding Securities of such series on the Stated Maturity due date thereof or earlier redemption (irrevocably provided for under arrangements satisfactory to the Trustee), as the case may be, and (y) any mandatory sinking fund payments or analogous payments applicable to the Securities of such principal or interest; provided, that series and the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest Indenture with respect to the NotesSecurities of such series on the day on which such payments are due and payable in accordance with the terms of the Indenture and of Securities of such series and the Indenture with respect to the Securities of such series; (b) the Company has delivered to the Trustee (i) an Opinion of Counsel to the effect that the Holders of Notes Securities of such series will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and defeasance the Company’s exercise of such covenants and Events of Default its option under this Section 8.06 and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurredoccurred and (ii) 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; (c) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default with respect to Default, or event that after the Notes 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, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time or during the period ending on the 91st 123rd day after such 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; (d) if at such time the Notes Securities of such series are then listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Notes Securities of such series will not be delisted as a result of such deposit, defeasance and discharge; and (e) the Company has 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 contemplated by under this Section 4.2 have been complied with.

Defeasance of Certain Obligations. The Company may omit provisions of this Indenture will no longer be in effect with respect to comply clause (3) of Section 5.01 and Sections 4.03 through 4.12 and Section 4.20, and clause (3) of Section 6.01 with any termrespect to clause (3) of Section 5.01, provision or condition set forth in Sections 3.1, 3.2, 3.3 and 3.4 hereof and a breach clause (4) of Section 6.01 with respect to Sections 3.14.03 through 4.12 and Section 4.20, 3.2, 3.3 or 3.4 and clauses (5) and (6) of Section 6.01 shall be deemed not to be an Event Events of Default, in each case case, with respect to the Outstanding outstanding Notes if: (a1) with reference to this Section 4.28.03, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of the Initial Indenture) and conveyed all rightTrustee, title and interest to the Trustee for the benefit of the Holders of Notes, 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 such Holders as security for payment of the principal of and interest, if any, on the Notes, and dedicated solely to, the benefit of such Holders, in and to (A) money in an amount, (B) United States and/or U.S. Government Obligations that, that 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 this clause (a), provide money in an amount or sufficient (C) accompanied by a combination thereof in an amount 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, the principal of of, premium, if any, and interest on the Outstanding Notes on the Stated Maturity of such principal or interest; provided, that payments in accordance with the Trustee shall have been irrevocably instructed to apply such money or the proceeds terms of such United States Government Obligations to the payment of such principal this Indenture and interest with respect to the Notes; (b2) the Company has delivered to the Trustee an Opinion of Counsel to the effect that (A) the creation of the defeasance trust does not violate the Investment Company Act of 1940, (B) after the passage of 123 days following the deposit, the trust funds will not be subject to the effect of Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law, (C) the Holders of Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and defeasance of such certain covenants and Events of Default and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurredoccurred and (D) the Trustee, for the benefit of the Holders, has a valid first-priority security interest in the trust funds; (c3) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time or during the period ending on the 91st 123rd day after such 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; (d4) if at such time the 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 Notes will not be delisted as a result of such deposit, defeasance and discharge; and (e5) the Company 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 contemplated by this Section 4.2 8.03 have been complied with.

Defeasance of Certain Obligations. The Company may omit to comply with any term, provision or condition set forth in clause (iii) of Section 5.01 and Sections 3.14.03 through 4.18, 3.2, 3.3 and 3.4 hereof and a breach clause (c) of Section 6.01 with respect to Sections 3.1clause (iii) of Section 5.01, 3.2and clauses (d), 3.3 or 3.4 (e) and (g) of Section 6.01 shall be deemed not to be an Event Events of Default, in each case with respect to the Outstanding Notes outstanding Notes, if: (ai) with reference to this Section 4.28.03, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of the Initial IndentureSection 7.10) and conveyed all right, title and interest to the Trustee for the benefit of the Holders of NotesHolders, 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 such the Holders as security for payment of the principal of of, premium, if any, and interest, if any, on the Notes, and dedicated solely to, to the benefit of such the Holders, in and to (A) money in an amount, (B) United States Government Obligations Securities 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 this clause (ai), money in an amount or (C) a combination 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, without consideration of the reinvestment of such interest and after payment of all federal, state state, local and local foreign taxes or other charges and assessments in respect thereof payable by the Trustee, the principal of of, premium, if any, and interest on the Outstanding outstanding Notes on the Stated Maturity of such principal or interest; provided, provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations Securities to the payment of such principal principal, premium, if any, and interest with respect to the Notes; (bii) 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 or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (iii) 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; (iv) the Company has delivered to the Trustee an Opinion of Counsel to the effect that (A) (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 funds will not be subject to the effect of Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law in a case commenced by or against the Company under either such statute, (B) the Holders of Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and the defeasance of such covenants and Events the obligations referred to in the first paragraph of Default this Section 8.03 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 and defeasance had not occurred and (C) the Holders will not recognize income, gain or loss for Mexican federal income tax (including withholding tax) purposes as a result of such deposit and the defeasance of the obligations referred to in the first paragraph of this Section 8.03 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 and defeasance had not occurred; (c) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on the 91st day after such date of such deposit; (dv) if the 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 such deposit defeasance and discharge will not cause the Notes will not to be delisted as a result of such deposit, defeasance and dischargedelisted; and (evi) the Company 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 contemplated by this Section 4.2 8.03 have been complied with.

Defeasance of Certain Obligations. The If this Section 4.04 is specified to be applicable to Securities of any series, the Company and the Guarantor may omit to comply with any term, provision or condition set forth in Sections 3.1, 3.2, 3.3 and 3.4 hereof and a breach with respect to Sections 3.1, 3.2, 3.3 the sections of this Indenture or 3.4 shall be deemed not to be an Event of Default, in each case such Security with respect to the Outstanding Notes Securities of that series (“Covenant Defeasance”) if: (a1) with reference to this Section 4.24.04, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of the Initial Indenture) and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, 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 such Holders as security for payment of the principal of and interest, if any, on the Notesfor, and dedicated solely to, the benefit of such Holdersthe Holders of the Securities of that series, in and to (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) United States U.S. Government Obligations that, which 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 this clause (a), A) or (B) of this subparagraph money in an amount amount, or (Ciii) a combination thereof in an amount 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, discharge (A) the principal of (and premium, if any) and each installment of principal (and premium, if any) and interest on the Outstanding Notes Securities of that series on the Stated Maturity of such principal or interest; provided, that installment of principal or interest and (B) 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 this Indenture and of such Securities; (2) such deposit shall not cause the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest with respect to the NotesSecurities of that series to have a conflicting interest for purposes of the Trust Indenture Act with respect to the Securities of any series; (b3) 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; (4) 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; (5) if the deposit referred to in subparagraph (1) of this Section 4.04 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 the Holders of Notes the Securities will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and defeasance of such covenants and Events of Default certain obligations 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 and defeasance had not occurred; (c) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on the 91st day after such date of such deposit; (d) if the 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 Notes will not be delisted as a result of such deposit, defeasance and discharge; and (e6) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent herein provided for herein relating to the defeasance contemplated by this Section 4.2 4.04 have been complied with. In the event the Company effects Covenant Defeasance with respect to any Securities and such Securities are declared due and payable because of the occurrence of any Event of Default, other than an Event of Default with respect to any covenant as to which there has been Covenant Defeasance, the U.S. Government Obligations on deposit with the Trustee will be sufficient to pay amounts due on such Securities at the time of the Stated Maturity but may not be sufficient to pay amounts due on such Securities at the time of the acceleration resulting from such Event of Default.

Defeasance of Certain Obligations. The Company may omit to comply with any term, provision or condition set forth in Sections 3.1, 3.2, 3.3 4.03 through 4.05 and 3.4 hereof and a breach with respect to Sections 3.1, 3.2, 3.3 or 3.4 such omission shall be deemed not to be an Event of Default under clause (c) of Section 6.01 and clauses (d) and (e) of Section 6.01 of this Indenture, shall be deemed not to be Events of Default, in each case with respect to the Outstanding outstanding Notes if: (ai) with reference to this Section 4.28.03, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of the Initial IndentureSection 7.10) and conveyed all right, title and interest to the Trustee for the benefit of the Holders of NotesHolders, 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 such the Holders as security for payment of the principal of of, premium, if any, and interest, if any, on the Notes, and dedicated solely to, the benefit of such the Holders, in and to (A) money in an amount, (B) United States U.S. Government Obligations that, through the payment of interest interest, premium, if any, 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 this clause (ai), money in an amount or (C) a combination 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, without consideration of the any reinvestment of such principal and interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, the principal of of, premium, if any, and interest on the Outstanding outstanding Notes (i) on the Stated Maturity of such principal or interest; provided, provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States U.S. Government Obligations to the payment of such principal principal, premium, if any, and interest with respect to the 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 redemption Date; (bii) the Company has delivered to the Trustee an Opinion of Counsel to the effect that (A) the creation of the defeasance trust does not violate the Investment Company Act of 1940, (B) 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 funds will not be subject to the effect of Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law in a case commenced by or against the Company under either such statute, and either (1) 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 (2) if a court were to rule under any such law in any case or proceeding that the trust funds remained property of the Company, (x) 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 (y) the Holders will be entitled to receive adequate protection of Notes their interests in such trust funds if such trust funds are used in such case or proceeding, (C) the Holders will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and defeasance of such certain covenants and Events of Default and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurredoccurred and (D) the Trustee, for the benefit of the Holders, has a valid first-priority security interest in the trust funds; (ciii) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time or during the period ending on the 91st 123rd day after 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; (div) if the 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 Notes will not be delisted as a result of such deposit, defeasance and discharge; and (ev) the Company 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 contemplated by this Section 4.2 8.03 have been complied with.

Defeasance of Certain Obligations. The Company may omit to comply with any term, provision or condition set forth in, and this Indenture will no longer be in Sections 3.1effect with respect to, 3.2, 3.3 any covenant established pursuant to ‎Section 2.03(r) and 3.4 hereof and a breach clause ‎(c) (with respect to Sections 3.1, 3.2, 3.3 or 3.4 any covenants established pursuant to ‎Section 2.03(r)) and clause ‎(f) of ‎Section 6.01 shall be deemed not to be an Event of Default, in each case with respect to the Outstanding Notes if: (a) with reference to this Section 4.2‎Section 8.06, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of the Initial Indenture‎Section 7.11) and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, 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 such Holders as security for payment of the principal of and interest, if any, on the Notesfor, and dedicated solely to, the benefit of the Holders of the Securities of such Holdersseries and the Indenture with respect to the Securities of such series, in and to (Ai) money in an amount, amount or (Bii) United States U.S. Government Obligations that, which 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 dates thereof or earlier redemption (irrevocably provided for under agreements satisfactory to the Trustee), as the case may be, of any payment referred to in subclause (x) or (y) of this clause (a), ‎(a) money in an amount amount, or (Ciii) a combination thereof in an amount 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, 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, Trustee (x) the principal of, premium, if any, and each installment of and interest on the Outstanding Notes outstanding Securities on the Stated Maturity due date thereof or earlier redemption (irrevocably provided for under arrangements satisfactory to the Trustee), as the case may be, and (y) any mandatory sinking fund payments or analogous payments applicable to the Securities of such principal or interest; provided, that series and the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest Indenture with respect to the NotesSecurities of such series on the day on which such payments are due and payable in accordance with the terms of the Indenture and of Securities of such series and the Indenture with respect to the Securities of such series; (b) the Company has delivered to the Trustee (i) an Opinion of Counsel to the effect that the Holders of Notes Securities of such series will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and defeasance the Company’s exercise of such covenants and Events of Default its option under this ‎Section 8.06 and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurredoccurred and (ii) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 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; (c) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default with respect to Default, or event that after the Notes 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, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time or during the period ending on the 91st 123rd day after such 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; (d) if at such time the Notes Securities of such series are then listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Notes Securities of such series will not be delisted as a result of such deposit, defeasance and discharge; and (e) the Company has 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 contemplated by under this Section 4.2 have been complied with.

Defeasance of Certain Obligations. The Company may omit to comply with any term, provision or condition set forth in, and this Indenture will no longer be in Sections 3.1effect with respect to, 3.2any covenant established pursuant to Section 2.3(s), 3.3 Section 7.1(d), Section 7.1(e) and 3.4 hereof and a breach Section 7.1(h) (with respect to Sections 3.1, 3.2, 3.3 or 3.4 any covenants established pursuant to Section 2.3(s)) of Section 7.1 shall be deemed not to be constitute a Default or an Event of Default, in each case Default with respect to the Outstanding Notes Securities of any series, if: (a) with reference to this Section 4.210.6, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of the Initial IndentureSection 7.13) and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, for the purposes of making the following payments, specifically pledged to the Trustee for the benefit of such Holders as security for payment of the principal of and interest, if any, on the Notesfor, and dedicated solely to, the benefit benefits of the Holders of the Securities of such Holdersseries, in and to (Ai) money in an amount, (Bii) United States U.S. Government Obligations that, which 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 below in this clause (a), money in an amount or (Ciii) a combination thereof thereof, in an amount 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, 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, and which shall be applied by the Trustee to pay and discharge all of the Principal of, premium, if any, and each installment of interest on the outstanding Securities of such series on the maturity or due dates thereof payable or if the Company has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee, the principal of and interest on redemption date, as the Outstanding Notes on the Stated Maturity of such principal or interest; provided, that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest with respect to the Notescase may be; (b) the Company has delivered to the Trustee an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act; (c) immediately after giving effect to such deposit on a pro forma basis, no Event of Default, of event that after the giving of notice or lapse of time or both would become an Event of Default, 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; (d) the Company has delivered to the Trustee an Opinion of Counsel to the effect that Holders of Notes Securities of such series will not recognize income, gain or loss for United States U.S. federal income tax purposes as a result of such deposit and defeasance the Company’s exercise of such covenants and Events of Default its option under this Section 10.6 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 and defeasance had not occurred; (c) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on the 91st day after such date of such deposit; (d) if the 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 Notes will not be delisted as a result of such deposit, defeasance and discharge; and (e) the Company has 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 contemplated by under this Section 4.2 have been complied with; and (f) 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 of Certain Obligations. The Company If this Section is specified to be applicable to Securities of any series, the Issuers or the Guarantor may omit to comply with (or elect to have the obligations of the Guarantor released with respect to) any term, provision or condition set forth in the Sections 3.1, 3.2, 3.3 and 3.4 hereof and a breach with respect to Sections 3.1, 3.2, 3.3 of this Indenture or 3.4 shall be deemed not to be an Event of Default, in each case such Security with respect to the Outstanding Notes Securities of that series ("Covenant Defeasance") if: (a1) with reference to this Section 4.2Section, the Company has irrevocably Issuers or the Guarantor have deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of the Initial Indenture) and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, 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 such Holders as security for payment of the principal of and interest, if any, on the Notesfor, and dedicated solely to, the benefit of such Holdersthe Holders of the Securities of that series, in and to (Ai) money in an amount, or (Bii) United States U.S. Government Obligations that, which 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 this clause (a), A) or (B) of this subparagraph money in an amount amount, or (Ciii) a combination thereof in an amount 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, discharge (A) the principal of (and premium, if any) and each installment of principal (and premium, if any) and interest on the Outstanding Notes Securities of that series on the Stated Maturity of such principal or interest; provided, that installment of principal or interest and (B) 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; (2) such deposit shall not cause the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest with respect to the NotesSecurities of that series to have a conflicting interest for purposes of the Trust Indenture Act with respect to the Securities of any series; (b3) 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 Issuers or the Guarantor are parties or a party or by which they or it are bound; (4) if the deposit referred to in subparagraph (1) 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 an Opinion of Counsel with no material qualifications or a favorable ruling of the Internal Revenue Service, in either case to the effect that the Holders of Notes the Securities will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and defeasance of such covenants and Events of Default certain obligations 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 and defeasance had not occurred; (c) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on the 91st day after such date of such deposit; (d) if the 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 Notes will not be delisted as a result of such deposit, defeasance and discharge; and (e5) the Company has Issuers and the Guarantor have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent herein provided for herein relating to the defeasance contemplated by this Section 4.2 have been complied with. In the event the Issuers or the Guarantor effect Covenant Defeasance with respect to any Securities and such Securities are declared due and payable because of the occurrence of any Event of Default, other than an Event of Default with respect to any covenant as to which there has been Covenant Defeasance, the U.S. Government Obligations on deposit with the Trustee will be sufficient to pay amounts due on such Securities at the time of the Stated Maturity but may not be sufficient to pay amounts due on such Securities at the time of the acceleration resulting from such Event of Default.

Defeasance of Certain Obligations. The Company may omit to comply with any term, provision or condition set forth in, and this Indenture will no longer be in Sections 3.1, 3.2, 3.3 and 3.4 hereof and a breach effect with respect to Sections 3.1to, 3.2any covenant in Article 4 or Section 5.01 and clauses (iii), 3.3 or 3.4 (iv) and (vii) of Section 6.01 and Article 11 shall be deemed not to be an Event of Default, in each case with respect to the Outstanding Notes if: (aA) with reference to this Section 4.28.03, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of the Initial IndentureSection 7.08) and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, 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 such Holders as security for payment of the principal of and interest, if any, on the Notesfor, and dedicated solely to, the benefit of such Holdersthe Holders of the Notes, (i) money in an amount or (ii) U.S. Government Obligations which through the payment of principal and interest in respect thereof in accordance with their terms will provide not later than one day before the due dates thereof or earlier redemption (irrevocably provided for under agreements satisfactory to the Trustee), as the case may be, of any payment referred to in subclause (x) or (y) of this clause (A) money in an amount, (B) United States Government Obligations 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 this clause (a), money in an amount or (Ciii) a combination thereof in an amount 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, 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, Trustee (x) the principal of, premium, if any, and each installment of and interest on the Outstanding outstanding Notes on the Stated Maturity of such principal due date thereof or interest; provided, that the Trustee shall have been earlier redemption (irrevocably instructed to apply such money or the proceeds of such United States Government Obligations provided for under arrangements satisfactory to the payment Trustee), as the case may be, and (y) any mandatory sinking fund payments or analogous payments applicable to the Notes and the Indenture with respect to the Notes on the day on which such payments are due and payable in accordance with the terms of such principal the Notes and interest the Indenture with respect to the Notes; (bB) the Company has delivered to the Trustee (i) an Opinion of Counsel to the effect that the Holders of the Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and defeasance the Company’s exercise of such covenants and Events of Default its option under this Section 8.03 and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurredoccurred and (ii) 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; (cC) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default with respect to or event that after the Notes 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, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time or during the period ending on the 91st 123rd day after such 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 (dD) if at such time the 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 such Notes will not be delisted as a result of such deposit, defeasance and discharge; and (e) . If the Company has delivered shall have satisfied each of the conditions set forth above in this Section 8.03 and all amounts outstanding to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to hereunder or the defeasance contemplated by this Section 4.2 Collateral Agent under the Pledge Agreement shall have been complied withpaid in full, then the Company shall be 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 of Certain Obligations. The Company may omit to comply with any term, provision or condition set forth in Sections 3.14.03, 3.24.04, 3.3 4.09 and 3.4 hereof 4.10 and a breach Article Five and Section 6.01(3) (with respect to Sections 3.14.03, 3.24.04, 3.3 or 3.4 4.09 and 4.10 and Article Five) and, in each case with respect to any series of Securities, such omission shall be deemed not to be an Event of Default, in each case PROVIDED, that the following conditions have been satisfied with respect to the Outstanding Notes ifsuch series: (a1) with reference to this Section 4.2, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of the Initial Indenture) and conveyed all rightTrustee, title and interest to the Trustee for the benefit of the Holders of Notes, 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 such Holders as security for payment of the principal of and interest, if any, on the Notesfor, and dedicated solely to, the benefit of the Holders of such Holdersseries of Securities, in and to (A) money in an amount, or (B) United States U.S. Government Obligations that, which through the payment of interest and principal in respect thereof in accordance with their termsterms will, will providewithout consideration of any reinvestment of such interest, provide not later than one day before the opening of business on the relevant due date of any payment referred to in this clause (a)date, money in an amount amount, or (C) a combination thereof in an amount sufficientthereof, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, 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, discharge the principal of, and each installment of and interest on, such series of Securities then outstanding on the Outstanding Notes on the Stated Maturity date of maturity of such principal or interest; providedinstallment of interest or on the redemption date, that as the case may be; (2) Such deposit shall not cause the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest with respect to such series of Securities to have a conflicting interest for purposes of the NotesTIA with respect to such series of Securities; (b3) Such deposit will not result in a breach or violation of, or constitute a default under, this Indenture; (4) 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 such series of Securities shall have occurred and be continuing on the date of such deposit and no Event of Default under Section 6.01(5) or Section 6.01(6) or event which with the giving of notice or lapse of time, or both, would become an Event of Default under Section 6.01(5) or Section 6.01(6) shall have occurred and be continuing at any time during the period ending on the 91st day after such date or, if longer, ending on the day following the expiration of the longest preference period applicable to the Company in respect of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (5) the deposit shall not result in the Company, the Trustee or the trust becoming or being deemed to be an "investment company" under the Investment Company Act of 1940; (6) The Company has delivered to the Trustee an Opinion of Counsel Counsel, reasonably satisfactory to the Trustee, to the effect that the (i) Holders of Notes such series of Securities will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and defeasance of such covenants and Events of Default certain obligations 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 and defeasance had not occurred; occurred and (cii) immediately (A) the trust funds will not be subject to any rights of holders of Senior Indebtedness, including, without limitation, those arising under Article Three of this Indenture and (B) after giving the passage of 90 days following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, PROVIDED, that if a court were to rule under any such law in any case or proceeding that the trust funds remained property of the Company, no opinion need be given as to the effect of such laws on the trust funds except the following: (x) assuming such trust funds remained in the Trustee's possession prior to such deposit on court ruling to the extent not paid to Holders of such series of Securities, the Trustee will hold, for the benefit of the Holders of such series of Securities, a pro forma basisvalid and perfected security interest in such trust funds that is not avoidable in bankruptcy or otherwise and (y) no property, no Default rights in property or Event other interests granted to the Trustee for the benefit of Default the Holders of Securities or to the Holders of Securities in exchange for or with respect to the Notes shall have occurred and be continuing on the date any of such deposit ortrust funds will be subject to any prior rights of holders of Senior Indebtedness, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on the 91st day after such date including without limitation those arising under Article Three of such deposit; (d) if the 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 Notes will not be delisted as a result of such deposit, defeasance and dischargethis Indenture; and (e7) the The Company 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 contemplated by this Section 4.2 have been complied with.

Defeasance of Certain Obligations. The Company may may, at any time, omit to comply with and shall have no liability in respect of any term, provision or condition set forth in, and this Indenture will no longer be in Sections 3.1effect with respect to, 3.2, 3.3 any covenant established pursuant to Section 2.03(r) and 3.4 hereof and a breach paragraph (c) (with respect to Sections 3.1, 3.2, 3.3 or 3.4 any covenants established pursuant to Section 2.03(r)) and paragraph (f) of Section 6.01 shall be deemed not to be an Event of Default, in each case with respect to the Outstanding Notes if: (a) with reference to this Section 4.28.06, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of the Initial IndentureSection 7.11) and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, 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 such Holders as security for payment of the principal of and interest, if any, on the Notesfor, and dedicated solely to, the benefit of the Holders of the Securities of such Holdersseries and the Indenture with respect to the Securities of such series, in and to (Ai) money in an amount, amount or (Bii) United States U.S. Government Obligations that, which 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 dates thereof or earlier redemption (irrevocably provided for under agreements satisfactory to the Trustee), as the case may be, of any payment referred to in subclause (x) or (y) of this clause (a), ) money in an amount amount, or (Ciii) a combination thereof in an amount 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, 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 TrusteeTrustee (x) the Principal of, the principal premium, if any, and each installment of and interest on the Outstanding Notes outstanding Securities on the Stated Maturity due date thereof or earlier redemption (irrevocably provided for under arrangements satisfactory to the Trustee), as the case may be, and (y) any mandatory sinking fund payments or analogous payments applicable to the Securities of such principal or interest; provided, that series and the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest Indenture with respect to the NotesSecurities of such series on the day on which such payments are due and payable in accordance with the terms of the Indenture and of Securities of such series and the Indenture with respect to the Securities of such series; (b) the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Holders of Notes Securities of such series will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and defeasance the Company’s exercise of such covenants and Events of Default its option under this Section 8.06 and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (c) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default with respect to Default, or event that after the Notes 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, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during (other than an Event of Default resulting from the period ending on the 91st day after such 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; (d) if at such time the Notes Securities of such series are then listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Notes Securities of such series will not be delisted as a result of such deposit, defeasance and discharge; and (e) the Company has 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 contemplated by under this Section 4.2 have been complied with.

Defeasance of Certain Obligations. The Company may omit to comply with any term, provision or condition set forth in, and this Indenture will no longer be in Sections 3.1effect with respect to, 3.2any covenant established pursuant to Section 2.3(s), 3.3 Section 7.1(d), Section 7.1(e) and 3.4 hereof and a breach Section 7.1(h) (with respect to Sections 3.1, 3.2, 3.3 or 3.4 any covenants established pursuant to Section 2.3(s))of Section 7.1 shall be deemed not to be constitute a Default or an Event of Default, in each case Default with respect to the Outstanding Notes Securities of any series, if: (a) with reference to this Section 4.210.6, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of the Initial IndentureSection 7.13) and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, for the purposes of making the following payments, specifically pledged to the Trustee for the benefit of such Holders as security for payment of the principal of and interest, if any, on the Notesfor, and dedicated solely to, the benefit benefits of the Holders of the Securities of such Holdersseries, in and to (Ai) money in an amount, (Bii) United States U.S. Government Obligations that, which 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 below in this clause (a), money in an amount or (Ciii) a combination thereof thereof, in an amount 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, 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, and which shall be applied by the Trustee to pay and discharge all of the Principal of, premium, if any, and each installment of interest on the outstanding Securities of such series on the maturity or due dates thereof payable or if the Company has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee, the principal of and interest on redemption date, as the Outstanding Notes on the Stated Maturity of such principal or interest; provided, that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest with respect to the Notescase may be; (b) the Company has delivered to the Trustee an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act; (c) immediately after giving effect to such deposit on a pro forma basis, no Event of Default, of event that after the giving of notice or lapse of time or both would become an Event of Default, 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; (d) the Company has delivered to the Trustee an Opinion of Counsel to the effect that Holders of Notes Securities of such series will not recognize income, gain or loss for United States U.S. federal income tax purposes as a result of such deposit and defeasance the Company’s exercise of such covenants and Events of Default its option under this Section 10.6 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 and defeasance had not occurred; (c) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on the 91st day after such date of such deposit; (d) if the 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 Notes will not be delisted as a result of such deposit, defeasance and discharge; and (e) the Company has 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 contemplated by under this Section 4.2 have been complied with; and (f) 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 of Certain Obligations. The Company Corporation at any time at their option may omit cease to be under any obligation to comply with any termSections 4.03, provision or condition set forth in Sections 3.14.04, 3.24.06, 3.3 4.07 and 3.4 hereof and a breach with respect to Sections 3.1, 3.2, 3.3 or 3.4 shall be deemed not to be an Event of Default, in each case 6.02 with respect to the Outstanding Notes ifSecurities effective on the date the following conditions are satisfied: (a1) with reference to this Section 4.2Section, the Company Corporation has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of the Initial Indenture) and conveyed all rightirrevocably, title and interest to the Trustee for the benefit of the Holders of Notes, 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 Trustee for the benefit of such Holders as security for payment of the principal of and interest, if any, on the Notes, and dedicated solely to, the benefit of such Holders, in and to (Aa) lawful money in an amount, or (Bb) United States U.S. Government Obligations that, which through the payment of interest and principal in respect thereof in accordance with their termsterms (and, as to callable U.S. Government Obligations, regardless of when they are called) will provide, provide not later than one day before the opening of business on the due date dates of any payment referred to in this clause (a), of principal of and interest on the Securities lawful money of the United States in an amount amount, or (Cc) a combination thereof in an amount sufficientthereof, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, sufficient to pay and discharge, 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, discharge the principal of and interest on the Outstanding Notes Securities on the Stated Maturity day on which such payments are due and payable in accordance with the terms of such principal or interest; provided, that this Indenture and of the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest with respect to the NotesSecurities; (b2) the Company Corporation has delivered to the Trustee an Opinion of Counsel Counsel, to the effect that the Holders of Notes will not recognize incomethat, gain or loss for United States based on applicable U.S. federal income tax purposes as law or a ruling published by the United States Internal Revenue Service, the defeasance will not be deemed, or result of such deposit and defeasance of such covenants and Events of Default and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (c) immediately after giving effect to such deposit on in, a pro forma basis, no Default or Event of Default taxable event with respect to the Notes shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on the 91st day after such date of such deposit; (d) if the 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 Notes will not be delisted as a result of such deposit, defeasance and dischargeHolders; and (e3) the Company Corporation has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein Counsel complying with Section 10.04 relating to the defeasance contemplated by Corporation’s exercise of such option. The trust established pursuant to subsection (1) above shall be irrevocable and shall be made under the terms of an escrow trust agreement in form and substance satisfactory to the Trustee. The escrow trust agreement may, at the Corporation’s election, grant the Corporation the right to substitute U.S. Government Obligations from time to time for any or all of the U.S. Government Obligations deposited with the Trustee pursuant to this Section 4.2 have been complied withand the escrow trust agreement; provided, that the condition specified in subsection (1) above is satisfied immediately following any such substitution or substitutions. If any Securities are to be redeemed prior to their stated maturity pursuant to optional redemption provisions, the applicable escrow trust agreement shall provide therefore and the Corporation shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Corporation. The Corporation’s exercise of its option under this Section shall not preclude the Corporation from subsequently exercising its option under Section 8.02 hereof and the Corporation may so exercise that option by providing the Trustee with written notice to such effect.

Defeasance of Certain Obligations. The Company Upon the Issuer’s exercise of its option, if any, to have this Section 1006 applied to any Securities or any series of Securities issued by such Issuer, or if this Section 1006 shall otherwise apply to any Securities or any series of Securities issued by such Issuer, each of the Issuer and the Guarantors may omit to comply with with, and shall have no liability in respect of, any term, provision or condition set forth in Sections 3.1802, 3.21004 and 1005 (and each of the Issuer and the Guarantors may omit to comply with, 3.3 and 3.4 hereof and a breach with shall have no liability in respect of any other provision or condition specified pursuant to Sections 3.1, 3.2, 3.3 or 3.4 shall be deemed not to be an Event of Default, in each case Section 301(14) for such Securities) with respect to the Outstanding Notes ifSecurities of any series whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant, to any other provision herein or in any other document and such omission to comply shall not constitute a Default or Event of Default under Section 501(4) or otherwise, as the case may be; provided that the following conditions shall have been satisfied: (a1) with reference to this Section 4.2, the Company The Issuer has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of the Initial Indentureexcept as provided in Section 402(c) and conveyed all right, title and interest to the last paragraph of Section 1003) with the Trustee for the benefit Securities of the Holders of Notes, under the terms of an irrevocable trust agreement in form and substance satisfactory such series (specifying that each deposit is pursuant to the Trustee this Section 1006) as trust funds in trust, specifically pledged to the Trustee for the benefit of such Holders as security for payment of the principal of and interest, if any, on the Notesfor, and dedicated solely to, the benefit of the Holders of the Securities of such Holdersseries, in and to (Ai) money in an amount, or (Bii) United States (except as provided in a supplemental indenture with respect to such series) if Securities of such series are not subject to repurchase at the option of such Holders, (A) U.S. Government Obligations that, which 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 this clause (a), x) or (y) of this subparagraph (1) money in an amount amount, or (CB) a combination thereof in an amount of the foregoing, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the such 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, discharge (x) the principal of (and interest premium, if any, on) and each installment of principal of (and premium, if any, on) and interest, if any, on the Outstanding Notes Securities of such series on the Stated Maturity of such principal or interest; provided, that installment of principal or interest or to and including the Trustee shall have been Redemption Date irrevocably instructed designated by the Issuer pursuant to apply such money or subparagraph (4) of this Section and (y) any mandatory sinking fund payments applicable to the proceeds Securities of such United States Government Obligations to series on the payment day on which such payments are due and payable in accordance with the terms of the Indenture and of the Securities of such principal and interest series; (2) No Event of Default or event which, with notice or lapse of time or both, would become an Event of Default (including by reason of such deposit) with respect to the NotesSecurities of such series shall have occurred and be continuing on the date of such deposit; (b3) the Company has The Issuer shall have delivered to the such Trustee an Opinion of Counsel to the effect that the Holders of Notes the Securities of such series will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and defeasance of such covenants certain obligations and Events of Default and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (c) immediately after giving effect to such deposit on a pro forma basis, that no Default or Event of Default with respect to the Notes or default shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on the 91st day after such date of such deposit; (d) if the 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 Notes will not be delisted as a result of such deposit, defeasance and dischargecontinuing; and (e4) If the Company Issuer has deposited or caused to be deposited money or U.S. Government Obligations or a combination thereof to pay or discharge the principal of (and premium, if any, on) and interest, if any, on the Outstanding Securities of a series to and including a Redemption Date on which all of the Outstanding Securities of such series are to be redeemed, such Redemption Date shall be irrevocably designated by a Board Resolution of the Issuer or delivered to the such Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating on or prior to the defeasance contemplated date of deposit of such money or U.S. Government Obligations, and such Board Resolution shall be accompanied by this an irrevocable Company Request that such Trustee give notice of such redemption in the name and at the expense of the Issuer and not less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 4.2 have been complied with1104.

Defeasance of Certain Obligations. The Company may omit to comply with any term, provision or condition set forth in, and this Indenture will no longer be in Sections 3.1effect with respect to, 3.2, 3.3 any covenant established pursuant to Section 2.03(r) and 3.4 hereof and a breach clause (c) (with respect to Sections 3.1, 3.2, 3.3 or 3.4 any covenants established pursuant to Section 2.03(r)) and clause (f) of Section 6.01 shall be deemed not to be an Event of Default, in each case with respect to the Outstanding Notes if: (a) with reference to this Section 4.28.06, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of the Initial IndentureSection 7.11) and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, 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 such Holders as security for payment of the principal of and interest, if any, on the Notesfor, and dedicated solely to, the benefit of the Holders of the Securities of such Holdersseries and the Indenture with respect to the Securities of such series, in and to (Ai) money in an amount, amount or (Bii) United States U.S. Government Obligations that, which 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 dates thereof or earlier redemption (irrevocably provided for under agreements satisfactory to the Trustee), as the case may be, of any payment referred to in subclause (x) or (y) of this clause (a), ) money in an amount amount, or (Ciii) a combination thereof in an amount 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, 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 TrusteeTrustee (x) the Principal of, the principal premium, if any, and each installment of and interest on the Outstanding Notes outstanding Securities on the Stated Maturity due date thereof or earlier redemption (irrevocably provided for under arrangements satisfactory to the Trustee), as the case may be, and (y) any mandatory sinking fund payments or analogous payments applicable to the Securities of such principal or interest; provided, that series and the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest Indenture with respect to the NotesSecurities of such series on the day on which such payments are due and payable in accordance with the terms of the Indenture and of Securities of such series and the Indenture with respect to the Securities of such series; (b) the Company has delivered to the Trustee (i) an Opinion of Counsel to the effect that the Holders of Notes Securities of such series will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and defeasance the Company’s exercise of such covenants and Events of Default its option under this Section 8.06 and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurredoccurred and (ii) 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; (c) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default with respect to Default, or event that after the Notes 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, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time or during the period ending on the 91st 123rd day after such 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; (d) if at such time the Notes Securities of such series are then listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Notes Securities of such series will not be delisted as a result of such deposit, defeasance and discharge; and (e) the Company has 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 contemplated by under this Section 4.2 have been complied with.

Defeasance of Certain Obligations. The Company may omit to comply with any term, provision or condition set forth in, and this Indenture will no longer be in Sections 3.1effect with respect to, 3.2, 3.3 any covenant established pursuant to Section 2.03(s) and 3.4 hereof and a breach clause (c) (with respect to Sections 3.1, 3.2, 3.3 or 3.4 any covenants established pursuant to Section 2.03(s)) and clause (f) of Section 6.01 shall be deemed not to be an Event of Default, in each case Default with respect to the Outstanding Notes Securities of any series, if: (a) with reference to this Section 4.28.06, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of the Initial IndentureSection 7.11) and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, 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 such Holders as security for payment of the principal of and interest, if any, on the Notesfor, and dedicated solely to, the benefit of the Holders of the Securities of such Holdersseries and the Indenture with respect to the Securities of such series, in and to (Ai) money in an amount, amount or (Bii) United States U.S. Government Obligations that, which through the payment of interest and principal in respect thereof (without consideration of the reinvestment of such interest) in accordance with their terms, terms will provide, provide not later than one day before the due date dates thereof or earlier redemption (irrevocably provided for under agreements satisfactory to the Trustee), as the case may be, of any payment referred to in subclause (x) or (y) of this clause (a), ) money in an amount amount, or (Ciii) a combination thereof in an amount 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, 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, Trustee (x) the principal of, premium, if any, and each installment of and interest on the Outstanding Notes outstanding Securities of such series on the Stated Maturity due date thereof or earlier redemption (irrevocably provided for under arrangements satisfactory to the Trustee), as the case may be, and (y) any mandatory sinking fund payments or analogous payments applicable to the Securities of such principal or interest; provided, that series and the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest Indenture with respect to the NotesSecurities of such series on the day on which such payments are due and payable in accordance with the terms of the Indenture and of Securities of such series and the Indenture with respect to the Securities of such series; (b) the Company has delivered to the Trustee (i) an Opinion of Counsel to the effect that the Holders beneficial owners of Notes Securities of such series will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and defeasance the Company’s exercise of such covenants and Events of Default its option under this Section 8.06 and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurredoccurred and (ii) 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; (c) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default with respect to Default, or event that after the Notes 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, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time or during the period ending on the 91st 123rd day after such 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; (d) if at such time the Notes Securities of such series are then listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Notes Securities of such series will not be delisted as a result of such deposit, defeasance and discharge; and (e) the Company has 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 contemplated by under this Section 4.2 have been complied with.

Defeasance of Certain Obligations. The Company may omit to comply with any term, provision or condition set forth in Sections 3.1, 3.2, 3.3 4.03 and 3.4 hereof 4.04 and a breach Article Five and Section 6.01(3) (with respect to Sections 3.14.03 and 4.04 and Article Five) and, 3.2in each case with respect to any series of Securities, 3.3 or 3.4 such omission shall be deemed not to be an Event of Default, in each case PROVIDED, that the following conditions have been satisfied with respect to the Outstanding Notes ifsuch series: (a1) with reference to this Section 4.2, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of the Initial Indenture) and conveyed all rightTrustee, title and interest to the Trustee for the benefit of the Holders of Notes, 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 such Holders as security for payment of the principal of and interest, if any, on the Notesfor, and dedicated solely to, the benefit of the Holders of such Holdersseries of Securities, in and to (A) money in an amount, or (B) United States U.S. Government Obligations that, which through the payment of interest and principal in respect thereof in accordance with their termsterms will, will providewithout consideration of any reinvestment of such interest, provide not later than one day before the opening of business on the relevant due date of any payment referred to in this clause (a)date, money in an amount amount, or (C) a combination thereof in an amount sufficientthereof, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, 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, discharge the principal of, and each installment of and interest on, such series of Securities then outstanding on the Outstanding Notes on the Stated Maturity date of maturity of such principal or interest; providedinstallment of interest or on the redemption date, that as the case may be; (2) Such deposit shall not cause the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest with respect to such series of Securities to have a conflicting interest for purposes of the NotesTIA with respect to such series of Securities; (b3) Such deposit will not result in a breach or violation of, or constitute a default under, this Indenture; (4) 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 such series of Securities shall have occurred and be continuing on the date of such deposit and no Event of Default under Section 6.01(5) or Section 6.01(6) or event which with the giving of notice or lapse of time, or both, would become an Event of Default under Section 6.01(5) or Section 6.01(6) shall have occurred and be continuing at any time during the period ending on the 91st day after such date or, if longer, ending on the day following the expiration of the longest preference period applicable to the Company in respect of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (5) the deposit shall not result in the Company, the Trustee or the trust becoming or being deemed to be an "investment company" under the Investment Company Act of 1940; (6) The Company has delivered to the Trustee an Opinion of Counsel Counsel, reasonably satisfactory to the Trustee, to the effect that the (i) Holders of Notes such series of Securities will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and defeasance of such covenants and Events of Default certain obligations 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 and defeasance had not occurred; occurred and (cii) immediately (A) the trust funds will not be subject to any rights of holders of Senior Indebtedness, including, without limitation, those arising under Article Three of this Indenture and (B) after giving the passage of 90 days following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, PROVIDED, that if a court were to rule under any such law in any case or proceeding that the trust funds remained property of the Company, no opinion need be given as to the effect of such laws on the trust funds except the following: (x) assuming such trust funds remained in the Trustee's possession prior to such deposit on court ruling to the extent not paid to Holders of such series of Securities, the Trustee will hold, for the benefit of the Holders of such series of Securities, a pro forma basisvalid and perfected security interest in such trust funds that is not avoidable in bankruptcy or otherwise and (y) no property, no Default rights in property or Event other interests granted to the Trustee for the benefit of Default the Holders of Securities or to the Holders of Securities in exchange for or with respect to the Notes shall have occurred and be continuing on the date any of such deposit ortrust funds will be subject to any prior rights of holders of Senior Indebtedness, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on the 91st day after such date including without limitation those arising under Article Three of such deposit; (d) if the 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 Notes will not be delisted as a result of such deposit, defeasance and dischargethis Indenture; and (e7) the The Company 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 contemplated by this Section 4.2 have been complied with.

Defeasance of Certain Obligations. The Company may omit to comply with any term, provision or condition set forth in clauses (iii) and (iv) of Section 5.01 and Sections 3.14.03 through 4.18, 3.2, 3.3 and 3.4 hereof and a breach clause (c) of Section 6.01 with respect to Sections 3.1clauses (iii) and (iv) of Section 5.01, 3.2and clauses (d), 3.3 or 3.4 (e) and (g) of Section 6.01 shall be deemed not to be an Event Events of Default, in each case with respect to the Outstanding Notes outstanding Notes, if: (ai) with reference to this Section 4.28.03, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of the Initial IndentureSection 7.10) and conveyed all right, title and interest to the Trustee for the benefit of the Holders of NotesHolders, 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 such the Holders as security for payment of the principal of of, premium, if any, and interest, if any, on the Notes, and dedicated solely to, to the benefit of such the Holders, in and to (A) money in an amount, (B) United States Government Obligations Securities 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 this clause (ai), money in an amount or (C) a combination 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, without consideration of the reinvestment of such interest and after payment of all federal, state state, local and local foreign taxes or other charges and assessments in respect thereof payable by the Trustee, the principal of of, premium, if any, and interest on the Outstanding outstanding Notes on the Stated Maturity of such principal or interest; provided, provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations Securities to the payment of such principal principal, premium, if any, and interest with respect to the Notes; (bii) 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 or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (iii) 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; (iv) the Company has delivered to the Trustee an Opinion of Counsel to the effect that (A)(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 funds will not be subject to the effect of Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law in a case commenced by or against the Company under either such statute, (B) the Holders of Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and the defeasance of such covenants and Events the obligations referred to in the first paragraph of Default this Section 8.03 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 and defeasance had not occurred and (C) the Holders will not recognize income, gain or loss for Mexican federal income tax (including withholding tax) purposes as a result of such deposit and the defeasance of the obligations referred to in the first paragraph of this Section 8.03 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 and defeasance had not occurred; (c) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on the 91st day after such date of such deposit; (dv) if the 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 such deposit defeasance and discharge will not cause the Notes will not to be delisted as a result of such deposit, defeasance and dischargedelisted; and (evi) the Company 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 contemplated by this Section 4.2 8.03 have been complied with.

Defeasance of Certain Obligations. The Except as otherwise provided for the Securities of any series, the Company may omit to comply with any term, provision or condition set forth in Sections 3.14.03, 3.24.04, 3.3 4.05 and 3.4 hereof 5.01 and clause (c) of Section 6.01 and a breach with respect to Sections 3.14.03, 3.24.04, 3.3 or 3.4 4.05 and 5.01, and clause (c) of Section 6.01 shall be deemed not to be an Event of Default, in each case with respect to the Outstanding Notes outstanding Securities of any series if: (ai) with reference to this Section 4.28.03, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of the Initial IndentureSection 7.11) and conveyed all right, title and interest to the Trustee for the benefit of the Holders of NotesSecurities of such series, 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 such Holders as security for payment of the principal of and interest, if any, on the NotesSecurities of such series, and dedicated solely to, the benefit of such Holders, in and to (A) money in an amount, (B) United States Government Obligations 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 this clause (ai), money in an amount or (C) a combination 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, 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, the principal of and interest on the Outstanding Notes outstanding Securities of such series on the Stated Maturity of such principal or interest; provided, that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest with respect to the NotesSecurities of such series; (bii) the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Holders of Notes Securities of such series will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and defeasance of such covenants and Events of Default and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (ciii) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default with respect to the Notes Securities of such series shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(f6.01(e) and 5.1(g6.01(f) are concerned, at any time during the period ending on the 91st day after such date of such deposit; (div) if the Notes Securities of such series are then listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Notes Securities of such series will not be delisted as a result of such deposit, defeasance and discharge; and (ev) the Company 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 contemplated by this Section 4.2 8.03 have been complied with.

Defeasance of Certain Obligations. The Company and the Subsidiary Guarantors may omit to comply with any term, provision or condition set forth in clauses (iii) and (iv) of Section 5.01 and Sections 3.14.02 through 4.17 (except for any covenant otherwise required by the TIA), 3.2and clauses (c) and (d) of Section 6.01 with respect to clauses (iii) and (iv) of Section 5.01, 3.3 and 3.4 hereof and a breach clause (e) of Section 6.01 with respect to Sections 3.14.03 through 4.17, 3.2except as aforesaid, 3.3 or 3.4 and clause (f) of Section 6.01 shall be deemed not to be an Event Events of Default, in each case with respect to the Outstanding outstanding Notes and Loral Space shall not be required to comply with analogous provisions of the Loral Space Guaranty and the analogous provisions of the Loral Space Guaranty shall not be Loral Space Events of Default if: (a) with reference to this Section 4.28.03, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of the Initial Indenture) and has conveyed all right, title and interest to the Trustee for the benefit of the Holders of NotesHolders, 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 such the Holders as security for payment of the principal of of, premium, if any, and interest, if any, on the Notes, and dedicated solely to, the benefit of such the Holders, in and to (A) money in an amount, (B) United States and/or Government Obligations Securities 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 this clause (a), provide money in an amount or (C) a combination 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, 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, the principal of of, premium, if any, and accrued interest on the Outstanding Notes on the Stated Maturity of such principal or interest; provided, that payments in accordance with the Trustee shall have been irrevocably instructed to apply such money or terms of the proceeds of such United States Government Obligations to the payment of such principal Indenture and interest with respect to the Notes; (b) 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 has 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 shall have delivered to the Trustee an Opinion of Counsel (i) either (A) a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Holders of Notes will not recognize additional income, gain or loss for United States federal income tax purposes as a result of such deposit and defeasance the Company's exercise of such covenants and Events of Default its option under this Section 8.03 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, deference and defeasance discharge had not occurred, or (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 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 funds will not be subject to the effect of Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law; (c) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on the 91st day after such date of such deposit; (de) if at such time the 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 Notes will not be delisted as a result of such deposit, defeasance and discharge; and (ef) the Company has 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 contemplated by this Section 4.2 8.03 have been complied with.

Defeasance of Certain Obligations. The Company may omit to comply with any term, provision or condition set forth in, and this Indenture will no longer be in Sections 3.1effect with respect to, 3.2, 3.3 any covenant established pursuant to Section 2.03(r) and 3.4 hereof and a breach Section 6.01(c) (with respect to Sections 3.1, 3.2, 3.3 or 3.4 any covenants established pursuant to Section 2.03(r)) and Section 6.01(f) shall be deemed not to be an Event of Default, in each case with respect to the Outstanding Notes if: (a) with reference to this Section 4.28.06, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of the Initial IndentureSection 7.11) and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, 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 such Holders as security for payment of the principal of and interest, if any, on the Notesfor, and dedicated solely to, the benefit of the Holders of the Securities of such Holdersseries and the Indenture with respect to the Securities of such series, in and to (Ai) money in an amount, amount or (Bii) United States U.S. Government Obligations that, which 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 dates thereof or earlier redemption (irrevocably provided for under agreements satisfactory to the Trustee and the Company), as the case may be, of any payment referred to in subclause (x) or (y) of this clause (a), ) money in an amount amount, or (Ciii) a combination thereof in an amount 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, 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, Trustee (x) the principal Principal of and each installment of interest on the Outstanding Notes outstanding Securities on the Stated Maturity due date thereof or earlier redemption (irrevocably provided for under arrangements satisfactory to the Trustee and the Company), as the case may be, and (y) any mandatory sinking fund payments or analogous payments applicable to the Securities of such principal or interest; provided, that series and the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest Indenture with respect to the NotesSecurities of such series on the day on which such payments are due and payable in accordance with the terms of the Indenture and of Securities of such series and the Indenture with respect to the Securities of such series; (b) the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Holders and beneficial owners of Notes Securities of such series will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and defeasance the Company’s exercise of such covenants and Events of Default its option under this Section 8.06 and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (c) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default with respect to Default, or event that after the Notes 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, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time or during the period ending on the 91st 123rd day after such 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; (d) if at such time the Notes Securities of such series are then listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Notes Securities of such series will not be delisted as a result of such deposit, defeasance and discharge; and (e) the Company has 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 contemplated by under this Section 4.2 have been complied with.

Defeasance of Certain Obligations. The Company may omit to comply with any term, provision or condition set forth in Sections 3.14.03, 3.24.04, 3.3 4.09 and 3.4 hereof 4.10 and a breach Article Five and Section 6.01(3) (with respect to Sections 3.14.03, 3.24.04, 3.3 or 3.4 4.09 and 4.10 and Article Five) and, in each case with respect to any series of Securities, such omission shall be deemed not to be an Event of Default, in each case PROVIDED, that the following conditions have been satisfied with respect to the Outstanding Notes ifsuch series: (a1) with reference to this Section 4.2, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of the Initial Indenture) and conveyed all rightTrustee, title and interest to the Trustee for the benefit of the Holders of Notes, 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 such Holders as security for payment of the principal of and interest, if any, on the Notesfor, and dedicated solely to, the benefit of the Holders of such Holdersseries of Securities, in and to (A) money in an amount, or (B) United States U.S. Government Obligations that, which through the payment of interest and principal in respect thereof in accordance with their termsterms will, will providewithout consideration of any reinvestment of such interest, provide not later than one day before the opening of business on the relevant due date of any payment referred to in this clause (a)date, money in an amount amount, or (C) a combination thereof in an amount sufficientthereof, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, 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, discharge the principal of, and each installment of and interest on, such series of Securities then outstanding on the Outstanding Notes on the Stated Maturity date of maturity of such principal or interest; providedinstallment of interest or on the redemption date, that as the case may be; (2) Such deposit shall not cause the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest with respect to such series of Securities to have a conflicting interest for purposes of the NotesTIA with respect to such series of Securities; (b3) Such deposit will not result in a breach or violation of, or constitute a default under, this Indenture; (4) 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 such series of Securities shall have occurred and be continuing on the date of such deposit and no Event of Default under Section 6.01(5) or Section 6.01(6) or event which with the giving of notice or lapse of time, or both, would become an Event of Default under Section 6.01(5) or Section 6.01(6) shall have occurred and be continuing at any time during the period ending on the 91st day after such date or, if longer, ending on the day following the expiration of the longest preference period applicable to the Company in respect of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (5) the deposit shall not result in the Company, the Trustee or the trust becoming or being deemed to be an "investment company" under the Investment Company Act of 1940; (6) the Company has delivered to the Trustee an Opinion of Counsel Counsel, reasonably satisfactory to the Trustee, to the effect that the (i) Holders of Notes such series of Securities will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and defeasance of such covenants and Events of Default certain obligations 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 and defeasance had not occurred; (c) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on (ii) after the date passage of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during 90 days following the period ending on the 91st day after such date of such deposit; (d) if the Notes are then listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, PROVIDED, that if a court were to rule under any such law in any case or proceeding that the Notes will not trust funds remained property of the Company, no opinion need be delisted given as a result to the effect of such depositlaws on the trust funds except the following: assuming such trust funds remained in the Trustee's possession prior to such court ruling to the extent not paid to Holders of such series of Securities, defeasance the Trustee will hold, for the benefit of the Holders of such series of Securities, a valid and dischargeperfected security interest in such trust funds that is not avoidable in bankruptcy or otherwise; and (e7) the The Company 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 contemplated by this Section 4.2 have been complied with.

Defeasance of Certain Obligations. The Company may omit to comply with any term, provision or condition set forth in, and this Indenture will no longer be in Sections 3.1, 3.2, 3.3 and 3.4 hereof and a breach effect with respect to Sections 3.1to, 3.2any covenant in Article 4 or Section 5.01 and clauses (iii), 3.3 or 3.4 (iv) and (vii) of Section 6.01 and Article 11 shall be deemed not to be an Event of Default, in each case with respect to the Outstanding Notes if: (aA) with reference to this Section 4.28.03, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of the Initial IndentureSection 7.08) and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, 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 such Holders as security for payment of the principal of and interest, if any, on the Notesfor, and dedicated solely to, the benefit of such Holdersthe Holders of the Notes, (i) money in an amount or (ii) U.S. Government Obligations which through the payment of principal and interest in respect thereof in accordance with their terms will provide not later than one day before the due dates thereof or earlier redemption (irrevocably provided for under agreements satisfactory to the Trustee), as the case may be, of any payment referred to in subclause (x) or (y) of this clause (A) money in an amount, (B) United States Government Obligations 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 this clause (a), money in an amount or (Ciii) a combination thereof in an amount 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, 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, Trustee (x) the principal of, premium, if any, and each installment of and interest on the Outstanding outstanding Notes on the Stated Maturity of such principal due date thereof or interest; provided, that the Trustee shall have been earlier redemption (irrevocably instructed to apply such money or the proceeds of such United States Government Obligations provided for under arrangements satisfactory to the payment Trustee), as the case may be, and (y) any mandatory sinking fund payments or analogous payments applicable to the Notes and the Indenture with respect to the Notes on the day on which such payments are due and payable in accordance with the terms of such principal the Notes and interest the Indenture with respect to the Notes; (bB) the Company has delivered to the Trustee (i) an Opinion of Counsel to the effect that the Holders of Notes beneficial owners will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and defeasance the Company’s exercise of such covenants and Events of Default its option under this Section 8.03 and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurredoccurred and (ii) 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; (cC) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default with respect to or event that after the Notes 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, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time or during the period ending on the 91st 123rd day after such 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 (dD) if at such time the 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 such Notes will not be delisted as a result of such deposit, defeasance and discharge; and (e) . If the Company has delivered shall have satisfied each of the conditions set forth above in this Section 8.03 and all amounts outstanding to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to hereunder or the defeasance contemplated by this Section 4.2 Collateral Agent under the Pledge Agreement shall have been complied withpaid in full, then the Company shall be 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 of Certain Obligations. The Each of the Company and the Guarantor may omit to comply with with, and shall have no liability in respect of, any term, provision or condition set forth in Sections 3.1802, 3.21004 and 1005 (and each of the Company and the Guarantor may omit to comply with, 3.3 and 3.4 hereof and a breach with shall have no liability in respect of any other provision or condition specified pursuant to Sections 3.1, 3.2, 3.3 or 3.4 shall be deemed not to be an Event of Default, in each case Section 301(14) for such Securities) with respect to the Outstanding Notes ifSecurities of any series whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant, to any other provision herein or in any other document and such omission to comply shall not constitute a Default or Event of Default under Section 501(4) or otherwise, as the case may be; provided that the following conditions shall have been satisfied: (a1) with reference to this Section 4.2, Either the Company or the Guarantor has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of the Initial Indentureexcept as provided in Section 402(c) and conveyed all right, title and interest to the last paragraph of Section 1003) with the Trustee for the benefit Securities of the Holders of Notes, under the terms of an irrevocable trust agreement in form and substance satisfactory such series (specifying that each deposit is pursuant to the Trustee this Section 1006) as trust funds in trust, specifically pledged to the Trustee for the benefit of such Holders as security for payment of the principal of and interest, if any, on the Notesfor, and dedicated solely to, the benefit of the Holders of the Securities of such Holdersseries, in and to (Ai) money in an amount, or (Bii) United States (except as provided in a supplemental indenture with respect to such series) if Securities of such series are not subject to repurchase at the option of such Holders, (A) U.S. Government Obligations that, which 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 Clause (x) or (y) of this clause subparagraph (a), 1) money in an amount amount, or (CB) a combination thereof in an amount of the foregoing, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the such 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, discharge (x) the principal of (and interest premium, if any, on) and each installment of principal of (and premium, if any, on) and interest, if any, on the Outstanding Notes Securities of such series on the Stated Maturity of such principal or interest; provided, that installment of principal or interest or to and including the Trustee shall have been Redemption Date irrevocably instructed to apply such money designated by the Company or the proceeds Guarantor, as the case may be, pursuant to subparagraph (4) of this Section and (y) any mandatory sinking fund payments applicable to the Securities of such United States Government Obligations to series on the payment day on which such payments are due and payable in accordance with the terms of the Indenture and of the Securities of such principal and interest series; (2) No Event of Default or event which, with notice or lapse of time or both, would become an Event of Default (including by reason of such deposit) with respect to the NotesSecurities of such series shall have occurred and be continuing on the date of such deposit; (b3) The Company or the Company has Guarantor, as the case may be, shall have delivered to the such Trustee an Opinion of Counsel to the effect that the Holders of Notes the Securities of such series will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and defeasance of such covenants certain obligations and Events of Default and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (c) immediately after giving effect to such deposit on a pro forma basis, that no Default or Event of Default with respect to the Notes or default shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on the 91st day after such date of such deposit; (d) if the 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 Notes will not be delisted as a result of such deposit, defeasance and dischargecontinuing; and (e4) If the Company or the Guarantor has deposited or caused to be deposited money or U.S. Government Obligations or a combination thereof to pay or discharge the principal of (and premium, if any, on) and interest, if any, on the Outstanding Securities of a series to and including a Redemption Date on which all of the Outstanding Securities of such series are to be redeemed, such Redemption Date shall be irrevocably designated by a Board Resolution of the Company or the Guarantor, as the case may be, or delivered to the such Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating on or prior to the defeasance contemplated date of deposit of such money or U.S. Government Obligations, and such Board Resolution shall be accompanied by this an irrevocable Company Request that such Trustee give notice of such redemption in the name and at the expense of the Company or the Guarantor, as the case may be, and not less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 4.2 have been complied with1104.

Defeasance of Certain Obligations. The Company may omit to comply with any term, provision or condition set forth in Sections 3.1any specified covenant set forth in any supplemental indenture, 3.2, 3.3 and 3.4 hereof and a breach with respect to Sections 3.1, 3.2, 3.3 Board Resolution or 3.4 shall be deemed not to be an Event Officers' Certificate establishing any series of Default, in each case Securities with respect to the Outstanding Notes ifSecurities of any series, provided that the following conditions shall have been satisfied: (a1) with reference to this Section 4.2, the The Company has irrevocably deposited or caused to be irrevocably deposited (except as provided in Section 4.2(c) and the last paragraph of Section 10.3) with the Trustee (or another trustee satisfying the requirements of the Initial Indenturespecifying that each deposit is pursuant to this Section 10.6) and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, 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 such Holders as security for payment of the principal of and interest, if any, on the Notesfor, and dedicated solely to, the benefit of the Holders of the Securities of such Holdersseries, in and to (Ai) money in an amount, or (Bii) United States (except as provided in a supplemental indenture with respect to such series) if Securities of such series are not subject to repurchase at the option of Holders, (A) U.S. Government Obligations that, which 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 this clause (a), x) or (y) of this subparagraph (1) money in an amount amount, or (CB) a combination thereof in an amount 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, discharge (x) the principal of (and interest premium, if any) and each instalment of principal (and premium, if any) and interest, if any, on the Outstanding Notes Securities of such series on the Stated Maturity of such principal or interest; provided, that instalment of principal or interest or to and including the Trustee shall have been Redemption Date irrevocably instructed designated by the Company pursuant to apply such money or subparagraph (4) of this Section and (y) any mandatory sinking fund payments applicable to the proceeds Securities of such United States Government Obligations to series on the payment day on which such payments are due and payable in accordance with the terms of the Indenture and of the Securities of such principal and interest series; (2) No Event of Default or event which with notice or lapse of time would become an Event of Default (including by reason of such deposit) with respect to the NotesSecurities of such series shall have occurred and be continuing on the date of such deposit; (b3) the The Company has shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of Notes the Securities of such series will not recognize income, gain or loss for United States federal Federal income tax purposes as a result of such deposit and defeasance of such covenants and Events of Default and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred;certain obligations; and (c4) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on the 91st day after such date of such deposit; (d) if the Notes are then listed on a national securities exchange, If the Company has deposited or caused to be deposited money or U.S. Government Obligations to pay or discharge the principal of (and premium, if any) and interest, if any, on the Outstanding Securities of a series to and including a Redemption Date on which all of the Outstanding Securities of such series are to be redeemed, such Redemption Date shall be irrevocably designated by a Board Resolution delivered to the Trustee an Opinion of Counsel on or prior to the effect date of deposit of such money or U.S. Government Obligations, and such Board Resolution shall be accompanied by an irrevocable Company Request that the Notes will not be delisted as a result Trustee give notice of such deposit, defeasance redemption in the name and discharge; and (e) at the expense of the Company has delivered not less than 30 nor more than 60 days prior to the Trustee an Officers’ Certificate and an Opinion of Counsel, such Redemption Date in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this accordance with Section 4.2 have been complied with11.4.

Defeasance of Certain Obligations. The Company may omit to comply with its obligations under the covenants contained in Sections 1002, 1004 (except with respect to maintaining its corporate existence), 1006, 1008 and Article VIII with respect to any Security or Securities of any series or Tranche or any portion of the principal amount thereof (and in respect of any term, provision or condition set forth in Sections 3.1, 3.2, 3.3 and 3.4 hereof and a breach with respect the covenants or restrictions specified for such Securities pursuant to Sections 3.1, 3.2, 3.3 or 3.4 shall be deemed not to be an Event of DefaultSection 301, in each case with respect to any supplemental indenture, Board Resolution or Officer’s Certificate establishing such Security), provided that the Outstanding Notes iffollowing conditions shall have been satisfied: (a) with 1. With reference to this Section 4.2Section, the Company has irrevocably deposited or caused to be irrevocably deposited (except as provided in Section 402) with the Trustee (or another trustee satisfying the requirements of the Initial Indenture) and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, 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 such Holders as security for payment of the principal of and interest, if any, on the Notesfor, and dedicated solely to, the benefit of the Holders of such HoldersSecurities or portions thereof, in and to (Ai) money in an amount, or (Bii) United States Government if Securities of such series are not subject to repayment at the option of Holders, (A) Eligible Obligations that, which 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 this clause (a), x) or (y) of this subparagraph (1) money in an amount amount, or (CB) a combination thereof in an amount 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, discharge (x) the principal of (and interest premium, if any) and each installment of principal (and premium, if any) and interest, if any, on the Outstanding Notes Securities of such series or portions thereof on the Stated Maturity of such principal or interest; providedinstallment of principal or premium or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (7) of this Section and (y) any mandatory sinking fund payments applicable to the Securities of such series or portions thereof on the day on which such payments are due and payable in accordance with the terms of the Indenture and of such Securities or portions thereof; 2. Such deposit shall not, that as specified in an Opinion of Counsel, cause the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest with respect to the NotesSecurities of such series to have a conflicting interest as defined in Section 608 and for purposes of the Trust Indenture Act with respect to the Securities of such series; (b) 3. 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 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 of such series shall have occurred and be continuing on the date of such deposit and no Event of Default specified in Section 501(6) or (7) shall have occurred at any time from the date of such deposit to the 91st calendar day thereafter (it being understood that this condition to defeasance may not be satisfied until such 91st calendar day after the date of deposit); 5. The Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of Notes the Securities of such series will not recognize realize income, gain or loss for United States federal income tax purposes as a result of such deposit and defeasance of such covenants and Events of Default certain obligations 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 and defeasance had not occurred; (c) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on the 91st day after such date of such deposit; (d) if the Notes are then listed on a national securities exchange, the 6. The Company has delivered to the Trustee an Opinion of Counsel to the effect that the Notes will not be delisted as a result of such deposit, defeasance and discharge; and (e) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, in each case stating that all conditions precedent herein provided for herein relating to the defeasance contemplated by this Section 4.2 have been complied withmet; and 7. If the Company has deposited or caused to be deposited money or Eligible Obligations to pay or discharge the principal of (and premium, if any) and interest, if any, on the Outstanding Securities of such series or portion thereof to and including a Redemption Date pursuant to subparagraph (1) of this Section, such Redemption Date shall be irrevocably designated by a Board Resolution delivered to the Trustee on or prior to the date of deposit of such money or Eligible Obligations, and such Board Resolution shall be accompanied by an irrevocable Company Request that the Trustee give notice of such redemption in the name and at the expense of the Company not less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 1104.

Defeasance of Certain Obligations. The If this section is specified to be applicable to Securities of any series, the Company may omit to comply with any term, provision or condition set forth in Sections 3.1, 3.2, 3.3 and 3.4 hereof and a breach with respect to Sections 3.1, 3.2, 3.3 the sections of this Indenture or 3.4 shall be deemed not to be an Event of Default, in each case such Security with respect to the Outstanding Notes Securities of that series ("Covenant Defeasance") if: (a1) with reference to this Section 4.2section, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of the Initial Indenture) and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, 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 such Holders as security for payment of the principal of and interest, if any, on the Notesfor, and dedicated solely to, the benefit of such Holdersthe Holders of the Securities of that series, in and to (Ai) money in an amount, or (Bii) United States U.S. Government Obligations that, which 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 this clause (a), A) or (B) of this subparagraph money in an amount amount, or (Ciii) a combination thereof in an amount 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, discharge (A) the principal of (and premium, if any) and each installment of principal (and premium, if any) and interest on the Outstanding Notes Securities of that series on the Stated Maturity of such principal or interest; provided, that installment of principal or interest and (B) 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; (2) such deposit shall not cause the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest with respect to the NotesSecurities of that series to have a conflicting interest for purposes of the Trust Indenture Act with respect to the Securities of any series; (b3) 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; (4) if the deposit referred to in subparagraph (1) 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 the Holders of Notes the Securities will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and defeasance of such covenants and Events of Default certain obligations 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 and defeasance had not occurred; (c) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on the 91st day after such date of such deposit; (d) if the 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 Notes will not be delisted as a result of such deposit, defeasance and discharge; and (e5) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent herein provided for herein relating to the defeasance contemplated by this Section 4.2 section have been complied with. In the event the Company effects Covenant Defeasance with respect to any Securities and such Securities are declared due and payable because of the occurrence of any Event of Default, other than an Event of Default with respect to any covenant as to which there has been Covenant Defeasance, the U.S. Government Obligations on deposit with the Trustee will be sufficient to pay amounts due on such Securities at the time of the Stated Maturity but may not be sufficient to pay amounts due on such Securities at the time of the acceleration resulting from such Event of Default.

Defeasance of Certain Obligations. The Company may omit to comply with any term, provision or condition set forth in clauses (iii) and (iv) of Section 5.01 and Sections 3.14.03 through 4.19, 3.2, 3.3 and 3.4 hereof and a breach clause (c) of Section 6.01 with respect to clauses (iii) and (iv) of Section 5.01 and Sections 3.14.03 through 4.19, 3.2, 3.3 or 3.4 and clauses (d) and (e) of Section 6.01 shall be deemed not to be an Event Events of Default, in each case with respect to the Outstanding Notes outstanding Securities if: (ai) with reference to this Section 4.28.03, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of the Initial IndentureSection 7.10) and conveyed all right, title and interest to the Trustee for the benefit of the Holders of NotesHolders, 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 such the Holders as security for payment of the principal of of, premium, if any, and interest, if any, on the NotesSecurities, and dedicated solely to, the benefit of such the Holders, in and to (A) money in an amount, (B) United States U.S. Government Obligations 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 this clause (ai), money in an amount or (C) a combination 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, 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, the principal of of, premium, if any, and interest on the Outstanding Notes outstanding Securities on the Stated Maturity or earlier optional redemption of such principal or interest; provided, however, that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States U.S. Government Obligations to the payment of such principal principal, premium, if any, and interest with respect to the NotesSecurities; (bii) 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; (iii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit; (iv) the Company has delivered to the Trustee an Opinion of Counsel to the effect that (A) the creation of the defeasance trust does not violate the Investment Company Act of 1940, (B) the Holders of Notes have a valid first-priority security interest in the trust funds, (C) the Holders will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and the defeasance of such covenants and Events the obligations referred to in the first paragraph of Default this Section 8.03 and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurredoccurred and (D) 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 funds will not be subject to the effect of Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law in a case commenced by or against the Company under either such statute, and either (1) 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 (2) if a court were to rule under any such law in any case or proceeding that the trust funds remained property of the Company (x) 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), (y) 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 (z) 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; (c) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on the 91st day after such date of such deposit; (dv) if the Notes Securities 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 Notes such deposit defeasance and discharge will not cause the Securities to be delisted as a result of such deposit, defeasance and dischargedelisted; and (evi) the Company 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 contemplated by this Section 4.2 8.03 have been complied with.

Defeasance of Certain Obligations. The Company may omit --------------------------------- to comply with any term, provision or condition set forth in Sections 3.14.03, 3.2, 3.3 4.05 and 3.4 hereof 5.01 and a breach clause (c) of Section 6.01 with respect to Sections 3.14.03, 3.24.05 and 5.01, 3.3 or 3.4 and clause (c) of Section 6.01 shall be deemed not to be an Event of Default, in each case with respect to the Outstanding outstanding Notes if: (ai) with reference to this Section 4.28.03, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of the Initial IndentureSection 7.10) and conveyed all right, title and interest to the Trustee for the benefit of the Holders of NotesHolders, 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 such the Holders as security for payment of the principal of and interest, if any, on the Notes, and dedicated solely to, the benefit of such the Holders, in and to (A) money in an amount, (B) United States U.S. Government Obligations 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 this clause (ai), money in an amount or (C) a combination 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, 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, the principal of and interest on the Outstanding outstanding Notes on the Stated Maturity of such principal or interest; provided, provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States U.S. Government Obligations to the payment of such principal and interest with respect to the Notes; (bii) the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Holders of Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and defeasance of such certain covenants and Events of Default and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (ciii) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(f6.01(d) and 5.1(g6.01(e) are concerned, at any time during the period ending on the 91st day after such date of such deposit; (div) if the 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 Notes will not be delisted as a result of such deposit, defeasance and discharge; and (ev) the Company 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 contemplated by this Section 4.2 8.03 have been complied with.

Defeasance of Certain Obligations. The Company may omit to comply with any term, provision or condition set forth in, and this Indenture will no longer be in Sections 3.1effect with respect to, 3.2, 3.3 any covenant established pursuant to Section 2.03(r) and 3.4 hereof and a breach clause (c) (with respect to Sections 3.1, 3.2, 3.3 or 3.4 any covenants established pursuant to Section 2.03(r)) and clause (f) of Section 6.01 shall be deemed not to be an Event of Default, in each case Default with respect to the Outstanding Notes Securities of any series, if: (a) with reference to this Section 4.28.06, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of the Initial IndentureSection 7.11) and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, 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 such Holders as security for payment of the principal of and interest, if any, on the Notesfor, and dedicated solely to, the benefit of the Holders of the Securities of such Holdersseries and the Indenture with respect to the Securities of such series, in and to (Ai) money in an amount, amount or (Bii) United States U.S. Government Obligations that, which 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 dates thereof or earlier redemption (irrevocably provided for under agreements satisfactory to the Trustee), as the case may be, of any payment referred to in subclause (x) or (y) of this clause (a), ) money in an amount amount, or (Ciii) a combination thereof in an amount 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, 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, Trustee (x) the principal of, premium, if any, and each installment of and interest on the Outstanding Notes outstanding Securities of such series on the Stated Maturity due date thereof or earlier redemption (irrevocably provided for under arrangements satisfactory to the Trustee), as the case may be, and (y) any mandatory sinking fund payments or analogous payments applicable to the Securities of such principal or interest; provided, that series and the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest Indenture with respect to the NotesSecurities of such series on the day on which such payments are due and payable in accordance with the terms of the Indenture and of Securities of such series and the Indenture with respect to the Securities of such series; (b) the Company has delivered to the Trustee (i) an Opinion of Counsel to the effect that the Holders of Notes Securities of such series will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and defeasance the Company’s exercise of such covenants and Events of Default its option under this Section 8.06 and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurredoccurred and (ii) 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; (c) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default with respect to Default, or event that after the Notes 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, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time or during the period ending on the 91st 123rd day after such 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; (d) if at such time the Notes Securities of such series are then listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Notes Securities of such series will not be delisted as a result of such deposit, defeasance and discharge; and (e) the Company has 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 contemplated by under this Section 4.2 have been complied with.

Defeasance of Certain Obligations. The Company may omit to comply with any term, provision or condition set forth in Sections 3.1, 3.2, 3.3 4.03 through 4.05 and 3.4 hereof 4.11 and a breach with respect to Sections 3.1, 3.2, 3.3 or 3.4 such omission shall be deemed not to be an Event of Default under clause (c) of Section 6.01 and clauses (d) and (e) of Section 6.01 of this Indenture, shall be deemed not to be Events of Default, in each case with respect to the Outstanding outstanding Notes if: (ai) with reference to this Section 4.28.03, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of the Initial IndentureSection 7.10) and conveyed all right, title and interest to the Trustee for the benefit of the Holders of NotesHolders, 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 such the Holders as security for payment of the principal of of, premium, if any, and interest, if any, on the Notes, and dedicated solely to, the benefit of such the Holders, in and to (A) money in an amount, (B) United States U.S. Government Obligations that, through the payment of interest interest, premium, if any, 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 this clause (ai), money in an amount or (C) a combination 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, 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, the principal of of, premium, if any, and interest on the Outstanding outstanding Notes (i) on the Stated Maturity of such principal or interest; provided, provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States U.S. Government Obligations to the payment of such principal principal, premium, if any, and interest with respect to the 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 redemption Date; (bii) the Company has delivered to the Trustee an Opinion of Counsel to the effect that (A) the creation of the defeasance trust does not violate the Investment Company Act of 1940, (B) 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 funds will not be subject to the effect of Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law in a case commenced by or against the Company under either such statute, and either (1) 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 (2) if a court were to rule under any such law in any case or proceeding that the trust funds remained property of the Company, (x) 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 (y) 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, (C) the beneficial owners of the Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and defeasance of such certain covenants and Events of Default and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurredoccurred and (D) the Trustee, for the benefit of the Holders, has a valid first-priority security interest in the trust funds; (ciii) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time or during the period ending on the 91st 123rd day after 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; (div) if the 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 Notes will not be delisted as a result of such deposit, defeasance and discharge; and (ev) the Company 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 contemplated by this Section 4.2 8.03 have been complied with.

Defeasance of Certain Obligations. The If specified pursuant to Section 301 to be applicable to the Securities of any series, the Company may omit to comply with any term, provision or condition set forth in Sections 3.1Section 801, 3.2Section 1007, 3.3 Section 1008 and 3.4 hereof any other covenant not set forth herein and a breach specified pursuant to Section 301 to be applicable to the Securities of such series and subject to this Section 1010, and any such omission with respect to such Sections 3.1, 3.2, 3.3 or 3.4 shall be deemed not to be an Event of Default, in each case with respect to the Outstanding Notes ifSecurities of such series; provided, however, that the following conditions have been satisfied: (a1) with reference respect to this Section 4.2, all Outstanding Securities of such series and any coupons appertaining thereto not theretofore delivered to the Trustee of such series for cancellation: (i) the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of the Initial Indenture) and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, under the terms of an irrevocable trust agreement in form and substance satisfactory to the such Trustee as trust funds in trust, specifically pledged trust an amount in the currency or currency unit in which the Securities of such series are payable (except as otherwise specified pursuant to the Trustee Section 301 for the benefit Securities of such Holders series and except as security provided in Sections 311(b), 311(d) and 311(e), in which case the deposit to be made with respect to Securities for payment which an election has occurred pursuant to Section 311(b), or a Conversion Event has occurred as provided in Sections 311(d) and 311(e), shall be made in the currency or currency unit in which such Securities are payable as a result of such election or Conversion Event), sufficient to pay and discharge the entire indebtedness on all such Outstanding Securities of such series and any related coupons for principal of (and premium, if any) and interest, if any, on the Notes, and dedicated solely to, the benefit of such Holders, in and to (A) money in an amount, (B) United States Government Obligations 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 this clause (a), money in an amount or (C) a combination 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, 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, the principal of and interest on the Outstanding Notes on the Stated Maturity of such principal or interestany Redemption Date as contemplated by Section 402, as the case may be; provided, that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest with respect to the Notes;or (bii) the Company has deposited or caused to be deposited with such Trustee as obligations in trust such amount of Government Obligations as will, as evidenced by a Certificate of a Firm of Independent Public Accountants delivered to such Trustee, together with the Trustee an Opinion predetermined and certain income to accrue thereon (without consideration of Counsel any reinvestment thereof), be sufficient to pay and discharge when due the entire indebtedness on all such Outstanding Securities of such series and any related coupons for unpaid principal (and premium, if any) and interest, if any, to the effect that the Holders of Notes will not recognize incomeStated Maturity or any Redemption Date as contemplated by Section 402, gain or loss for United States federal income tax purposes as a result of such deposit and defeasance of such covenants and Events of Default 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 may be; or (iii) the Company has deposited or caused to be deposited with such deposit and defeasance had not occurredTrustee in trust an amount equal to the amount referred to in clause (i) or (ii) in any combination of currency or currency unit or Government Obligations; (c2) immediately after giving effect to such deposit on will not result in a pro forma basisbreach 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; (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 Notes Securities of that series shall have occurred and be continuing on the date of such deposit orand no Event of Default under Section 501(6) or Section 501(7) or event which with the giving of notice or lapse of time, insofar as Sections 5.1(for both, would become an Event of Default under Section 501(6) or Section 501(7) shall have occurred and 5.1(g) are concerned, at any time during the period ending be continuing on the 91st day after such date of such deposit; (d) if the 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 Notes will not be delisted as a result of such deposit, defeasance and dischargedate; and (e4) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent herein provided for herein relating to the defeasance contemplated by this in the Section 4.2 have been complied with. All the obligations of the Company under this Indenture with respect to the Securities of such series, other than with respect to Section 801, Section 1007, Section 1008 and any other covenant not set forth herein and specified pursuant to Section 301 to be applicable to the Securities of such series and subject to this Section 1010, shall remain in full force and effect. Anything in this Section 1010 to the contrary notwithstanding, the Trustee for any series of Securities shall deliver or pay to the Company, from time to time upon Company Request, any money or Government Obligations held by it as provided in this Section 1010 which, as expressed in a Certificate of a Firm of Independent Public Accountants delivered to such Trustee, are in excess of the amount thereof which would then have been required to be deposited for the purpose for which such money or Government Obligations were deposited or received, provided such delivery can be made without liquidating any Government Obligations.

Defeasance of Certain Obligations. The Company may omit to comply with its obligations under the covenants contained in Sections 1002, 1004 (except with respect to maintaining its corporate existence), 1006, 1008 and Article VIII with respect to any Security or Securities of any series or Tranche or any portion of the principal amount thereof (and in respect of any term, provision or condition set forth in Sections 3.1, 3.2, 3.3 and 3.4 hereof and a breach with respect the covenants or restrictions specified for such Securities pursuant to Sections 3.1, 3.2, 3.3 or 3.4 shall be deemed not to be an Event of DefaultSection 301, in each case with respect to any supplemental indenture, Board Resolution or Officer’s Certificate establishing such Security), provided that the Outstanding Notes iffollowing conditions shall have been satisfied: (a1) with With reference to this Section 4.2Section, the Company has irrevocably deposited or caused to be irrevocably deposited (except as provided in Section 402) with the Trustee (or another trustee satisfying the requirements of the Initial Indenture) and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, 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 such Holders as security for payment of the principal of and interest, if any, on the Notesfor, and dedicated solely to, the benefit of the Holders of such HoldersSecurities or portions thereof, in and to (Ai) money in an amount, or (Bii) United States Government if Securities of such series are not subject to repayment at the option of Holders, (A) Eligible Obligations that, which 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 this clause (a), x) or (y) of this subparagraph (1) money in an amount amount, or (CB) a combination thereof in an amount 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, discharge (x) the principal of (and interest premium, if any) and each installment of principal (and premium, if any) and interest, if any, on the Outstanding Notes Securities of such series or portions thereof on the Stated Maturity of such principal or interest; providedinstallment of principal or premium or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (7) of this Section and (y) any mandatory sinking fund payments applicable to the Securities of such series or portions thereof on the day on which such payments are due and payable in accordance with the terms of the Indenture and of such Securities or portions thereof; (2) Such deposit shall not, that as specified in an Opinion of Counsel, cause the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest with respect to the NotesSecurities of such series to have a conflicting interest as defined in Section 608 and for purposes of the Trust Indenture Act with respect to the Securities of such series; (b3) 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 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 of such series shall have occurred and be continuing on the date of such deposit and no Event of Default specified in Section 501(6) or (7) shall have occurred at any time from the date of such deposit to the 91st calendar day thereafter (it being understood that this condition to defeasance may not be satisfied until such 91st calendar day after the date of deposit); (5) The Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of Notes the Securities of such series will not recognize realize income, gain or loss for United States federal income tax purposes as a result of such deposit and defeasance of such covenants and Events of Default certain obligations 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 and defeasance had not occurred; (c6) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on the 91st day after such date of such deposit; (d) if the Notes are then listed on a national securities exchange, the The Company has delivered to the Trustee an Opinion of Counsel to the effect that the Notes will not be delisted as a result of such deposit, defeasance and discharge; and (e) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, in each case stating that all conditions precedent herein provided for herein relating to the defeasance contemplated by this Section 4.2 have been complied withmet; and (7) If the Company has deposited or caused to be deposited money or Eligible Obligations to pay or discharge the principal of (and premium, if any) and interest, if any, on the Outstanding Securities of such series or portion thereof to and including a Redemption Date pursuant to subparagraph (1) of this Section, such Redemption Date shall be irrevocably designated by a Board Resolution delivered to the Trustee on or prior to the date of deposit of such money or Eligible Obligations, and such Board Resolution shall be accompanied by an irrevocable Company Request that the Trustee give notice of such redemption in the name and at the expense of the Company not less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 1104.

Defeasance of Certain Obligations. The following provisions shall apply to the Securities of each series unless specifically otherwise provided in a Board Resolution, Officers' Certificate or indenture supplemental hereto provided pursuant to Section 301. The Company may omit to comply with any term, provision or condition set forth in Sections 3.11005, 3.21006, 3.3 1007 and 3.4 hereof 1008, and a breach any such omission with respect to Sections 3.11005, 3.21006, 3.3 or 3.4 1007 and 1008 shall be deemed not to be an Event of Default, in each case with respect to the Outstanding Notes ifSecurities of that series, provided that the following conditions have been satisfied: (a1) with reference to this Section 4.21009, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of the Initial IndentureSection 609) and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, 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 such Holders as security for payment of the principal of and interest, if any, on the Notesfor, and dedicated solely to, the benefit of such Holdersthe Holders of the Securities of that series, in and to (Ai) money in an amount, or (Bii) United States U.S. Government Obligations that, which 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 this clause (a), A) or (B) of this subparagraph (1) money in an amount amount, or (Ciii) a combination thereof in an amount 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, discharge (A) the principal of (and premium, if any) and each installment of principal of (and premium, if any) and interest on the Outstanding Notes Securities on the Stated Maturity of such principal or interest; provided, that the Trustee shall have been irrevocably instructed to apply such money or the proceeds installments of such United States Government Obligations to the payment of such principal and interest and (B) 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 this Indenture and of such Securities; (2) such deposit shall not cause the Trustee with respect to the NotesSecurities of that series to have a conflicting interest as defined in Section 608 and for purposes of the Trust Indenture Act with respect to the Securities of any series; (b3) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any material agreement or instrument to which the Company is a party or by which it is bound; (4) such deposit will not cause any Outstanding Securities then listed on the New York Stock Exchange or other securities exchange to be de-listed as a result thereof; (5) no Event of Default under Sections 501(6) or (7) or event which with notice or lapse of time would become an Event of Default under Sections 501(6) or (7) with respect to the Securities of that series shall have occurred and be continuing on the date of such deposit; (6) the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Holders of Notes the Securities of such series will not recognize income, gain or loss for United States federal Federal income tax purposes as a result of such deposit and defeasance of such covenants and Events of Default certain obligations 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 and defeasance had not occurred; (c) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on the 91st day after such date of such deposit; (d) if the 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 Notes will not be delisted as a result of such deposit, defeasance and discharge; and (e7) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent herein provided for herein relating to the defeasance contemplated by in this Section 4.2 have been complied with.

Defeasance of Certain Obligations. The If this Section 10.09 has been specified in accordance with Section 3.01 to be applicable to Securities of any series, the Company may omit to comply with any term, provision or condition set forth in Sections 3.110.05, 3.210.06 and 10.07, 3.3 and 3.4 hereof and a breach Section 5.01(c) with respect to Sections 3.110.05, 3.2, 3.3 or 3.4 10.06 and 10.07 shall be deemed not to be an Event of Default, in each case with respect to the Outstanding Notes if:Securities of that series, when (a1) with reference to this Section 4.210.09, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee irrevocably (or another trustee satisfying irrespective of whether the requirements of the Initial Indentureconditions in Clauses (2), (3), (4), (5) and conveyed all right(6) below have been satisfied, title and interest but subject to the Trustee for provisions of Section 4.02(b) and the benefit last paragraph of the Holders of Notes, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee Section 10.03) as trust funds in trust, specifically pledged to the Trustee trust for the benefit of such Holders as security for 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 the Notes, such Outstanding Securities and dedicated solely to, the benefit of such Holders, in and to (A) money in an amount, (B) United States Government Obligations 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 this clause (a), money in an amount or (C) a combination 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, 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, the principal of and interest on the Outstanding Notes coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest; provided, that 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) such deposit shall not cause the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest with respect to the NotesSecurities of that series to have a conflicting interest for purposes of the TIA with respect to the Securities of any series; (b4) 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; (5) the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Holders of Notes the Securities of such series and the coupons, if any, appertaining thereto will not recognize income, gain or loss for United States federal Federal income tax purposes as a result of such deposit and defeasance of such covenants and Events of Default certain obligations 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 and defeasance had not occurred; (c) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on the 91st day after such date of such deposit; (d) if the 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 Notes will not be delisted as a result of such deposit, defeasance and discharge; and (e6) the Company has delivered to the Trustee (A) an Officers’ Officer’s Certificate and an Opinion of Counsel, in Counsel each case stating that all conditions precedent herein provided for herein relating to the defeasance in respect of the Securities of such series contemplated by this Section 4.2 have been complied withwith and (B) if securities have been deposited pursuant to Clause (1) of this Section, a certificate of independent certified public accountants stating that such securities mature and bear interest in such amounts and at such times as will (together with any moneys otherwise provided pursuant to Clause (1) of this Section) provide sufficient moneys as provided in Clause (1) of this Section.

Defeasance of Certain Obligations. The Company may omit to comply with any term, provision or condition set forth in Sections 3.1, 3.2, 3.3 and 3.4 hereof and a breach with respect to Sections 3.1, 3.2, 3.3 or 3.4 shall be released from its obligations under Section 8.01, and the occurrence of an event specified in Section 5.03(1) shall not be deemed not to be an Enforcement Event of Defaulton and after the date the conditions set forth below are satisfied, in each case with respect to the Outstanding Notes (“Covenant Defeasance”) if: (ai) with reference to this Section 4.2, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of the Initial Indenture) and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, 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 such Holders as security for payment of the principal of and interest, if any, on the Notesfor, and dedicated solely to, the benefit of such Holders, in and to the Holders of the Notes, (A) money in U.S. dollars in an amountamount sufficient, or (B) United States (1) U.S. Government Obligations that, which 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 this clause (a), Section 4.04 money in an amount amount, or (C2) a combination thereof in an amount of such money and such U.S. Government Obligation, 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, discharge the principal of (and interest premium, if any) and each installment of principal (and premium, if any) and Interest on the Outstanding Notes on the Stated Maturity dates on which such payments are due and payable in accordance with the terms of this Indenture and the Notes; (ii) such principal or interest; provided, that deposit shall not cause the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations with respect to the payment Notes to have a conflicting interest for purposes of such principal and interest the Trust Indenture Act with respect to the Notes; (biii) 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 is a party or by which it is bound; (iv) if the deposit referred to in subparagraph (i) of this Section, 4.04 is to be made on or prior to one year from the Scheduled Maturity Date or Final Maturity Date for payment of principal of the Outstanding Notes, the Company has delivered to the Trustee an Opinion of Counsel with no material qualifications or a favorable ruling of the United States Internal Revenue Service, in either case to the effect that the Holders of the Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and defeasance of such covenants and Events of Default certain obligations 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 and defeasance had not occurred; (c) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on the 91st day after such date of such deposit; (d) if the 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 Notes will not be delisted as a result of such deposit, defeasance and discharge; and (ev) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent herein provided for herein relating to the defeasance Covenant Defeasance contemplated by this Section 4.2 4.04 have been complied with.

Defeasance of Certain Obligations. The Company may omit to comply with any term, provision or condition set forth in Sections 3.1, 3.2, 3.3 Section 6.01(c) and 3.4 hereof and a breach with respect to Sections 3.1, 3.2, 3.3 or 3.4 Section 6.01(d) shall be deemed not to be no longer constitute an Event of Default, in each case with respect to ; provided the Outstanding Notes iffollowing conditions have been satisfied: (a) with reference to this Section 4.2, provision the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of the Initial IndentureSection 7.11) and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, 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 such Holders as security for payment of the principal of and interest, if any, on the Notesfor, and dedicated solely to, the benefit of the Holders of the Securities of such Holdersseries, in and to (Ai) money in an amount, or (Bii) United States U.S. Government Obligations that, which 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 (a), i) money in an amount amount, or (Ciii) a combination thereof in an amount 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, 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, Trustee (x) the principal of, premium, if any, and each installment of and interest on the Outstanding Notes outstanding Securities of such series on the Stated Maturity due dates thereof and (y) any mandatory sinking fund payments or analogous payments applicable to the Securities of such principal or interest; provided, that series on the Trustee shall have been irrevocably instructed to apply day on which such money or payments are due and payable in accordance with the proceeds terms of Securities of such United States Government Obligations to series and the payment of such principal and interest Indenture with respect to the NotesSecurities of such series; (b) on the date of such deposit, no Event of Default, or event (including such deposit) that, after the giving of notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; (c) 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; (d) 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 (e) the Company has delivered to the Trustee (x) an Opinion of Counsel Counsel, by counsel of recognized standing in respect of U.S. federal income tax matters, to the effect that the Holders of Notes Securities of such series will not recognize income, gain or loss for United States U.S. federal income tax purposes as a result of such deposit and defeasance the Company’s exercise of such covenants and Events of Default its option under this Section 8.06 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, defeasance and defeasance discharge had not occurred; occurred or (cy) immediately after giving a ruling received from the Internal Revenue Service to the same effect to such deposit on a pro forma basisas the aforementioned Opinion of Counsel. Notwithstanding the foregoing, no Default or Event of Default if the Company exercises its option with respect to the Notes Securities of a series under this Section 8.06 and an 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 the date of such deposit orreferred to in clause (a) above, insofar as Sections 5.1(fthe obligation of the Company to comply with Section 6.01(c) and 5.1(g) are concerned, at any time during with respect to the period ending on the 91st day after such date Securities of such deposit; (d) if the 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 Notes will not series shall be delisted as a result of such deposit, defeasance and discharge; and (e) the Company 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 contemplated by this Section 4.2 have been complied withreinstated.

Defeasance of Certain Obligations. The Company may omit to comply with any term, provision or condition set forth in clauses (iii) and (iv) of Section 5.01 and Sections 3.14.03 through 4.11 and clause (c) of Section 6.01 with respect to clauses (iii) and (iv) of Section 5.01, 3.2, 3.3 and 3.4 hereof and a breach clause (d) of Section 6.01 with respect to Sections 3.14.01, 3.2, 3.3 or 3.4 4.02 and 4.12 through 4.20 and clauses (e) and (f) of Section 6.01 shall be deemed not to be an Event Events of Default, in each case with respect to the Outstanding outstanding Notes if: (ai) with reference to this Section 4.28.03, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of the Initial IndentureSection 7.10) and conveyed all right, title and interest to the Trustee for the benefit of the Holders of NotesHolders, 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 such the Holders as security for payment of the principal of of, premium, if any, and interest, if any, on the Notes, and dedicated solely to, the benefit of such the Holders, in and to (A) money in an amount, (B) United States U.S. Government Obligations that, through the payment of interest interest, premium, if any, 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 this clause (ai), money in an amount or (C) a combination 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, 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, the principal of of, premium, if any, and interest on the Outstanding outstanding Notes on the Stated Maturity of such principal or interest; provided, provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States U.S. Government Obligations to the payment of such principal principal, premium, if any, and interest with respect to the Notes; (bii) the Company has delivered to the Trustee an Opinion of Counsel to the effect that (A) the creation of the defeasance trust does not violate the Investment Company Act of 1940, (B) 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 funds will not be subject to the effect of Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law in a case commenced by or against the Company under either such statute, and either (1) 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 (2) if a court were to rule under any such law in any case or proceeding that the trust funds remained property of the Company, (x) 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 (y) the Holders will be entitled to receive adequate protection of Notes their interests in such trust funds if such trust funds are used in such case or proceeding, (C) the Holders will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and defeasance of such certain covenants and Events of Default and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurredoccurred and (D) the Trustee, for the benefit of the Holders, has a valid first-priority security interest in the trust funds; (ciii) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time or during the period ending on the 91st 123rd day after 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; (div) if the 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 Notes will not be delisted as a result of such deposit, defeasance and discharge; and (ev) the Company 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 contemplated by this Section 4.2 8.03 have been complied with.

Defeasance of Certain Obligations. The If specified pursuant to Section 3.1 to be applicable to the Securities of any series, the Company may omit to comply with and shall have no liability in respect of any term, provision provision, condition or condition limitation set forth in Sections Section 8.1, Section 10.7 and Section 10.8 (and, if specified pursuant to Section 3.1, 3.2the Company’s obligations under any other covenant), 3.3 whether directly or indirectly, by reason of any reference elsewhere herein to any such Section or such other covenant or by reason of reference in any Section or such other covenant to any other provision herein or in any other document, and 3.4 hereof and any such omission to comply shall not constitute a breach with respect to Sections 3.1, 3.2, 3.3 default or 3.4 shall be deemed not to be an Event of DefaultDefault under Section 5.1(c); provided, in each case with respect to however, that the Outstanding Notes iffollowing conditions have been satisfied: (a) with reference respect to this Section 4.2all Outstanding Securities of such series and any coupons appertaining thereto not theretofore delivered to the Trustee for cancellation, the Company has irrevocably shall have deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of the Initial Indenture) and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee such series as trust funds or obligations in trust, specifically pledged trust an amount of (1) cash in the currency or currency unit in which the Securities of such series are payable (except as otherwise specified pursuant to the Trustee Section 3.1 for the benefit Securities of such Holders series); (2) Government Obligations; or (3) a combination of such cash and Government Obligations, in each case in an amount which, together with, as security evidenced by a Certificate of a Firm of Independent Public Accountants delivered to such Trustee, the predetermined and certain income to accrue on any Government Obligations when due (without the consideration of any reinvestment thereof) is sufficient to pay and discharge when due the entire indebtedness on all such Outstanding Securities of such series and any related coupons for payment of the unpaid principal of (and premium, if any) and interest, if any, on the Notes, and dedicated solely to, the benefit of such Holders, in and to (A) money in an amount, (B) United States Government Obligations 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 this clause (a), money in an amount or (C) a combination 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, 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, the principal of and interest on the Outstanding Notes on the Stated Maturity of such principal or interest; providedany Redemption Date, that as the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest with respect to the Notescase may be; (b) 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 to the Trustee an Opinion of Counsel to the effect that the Holders of Notes will not recognize income, gain is a party or loss for United States federal income tax purposes as a result of such deposit and defeasance of such covenants and Events of Default and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurredby which it is bound; (c) immediately after giving effect to such deposit on a pro forma basis, 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 Notes Securities of that Series shall have occurred and becontinuing on the date of such deposit and no Event of Default under Section 5.1(d) or Section 5.1(e) or event of which with the giving of notice or lapse of time, or both, would become an Event of Default under Section 5.1(d) or Section 5.1(e) shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on the 91st day after such date of such depositdate; (d) if the 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 Notes will not be delisted as a result of such deposit, defeasance and discharge; and (e) the Company 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 contemplated by this Section 4.2 have been complied with.

Defeasance of Certain Obligations. The Company may omit to comply with any term, provision or condition set forth in, and this Indenture will no longer be in Sections 3.1effect with respect to, 3.2, 3.3 any covenant established pursuant to Section 2.03(t) and 3.4 hereof and a breach clause (c) (with respect to Sections 3.1, 3.2, 3.3 or 3.4 any covenants established pursuant to Section 2.03(s)) and clause (g) of Section 6.01 shall be deemed not to be an Event of Default, in each case Default with respect to the Outstanding Notes Securities of any series, if: (a) with reference to this Section 4.28.07, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of the Initial IndentureSection 7.11) and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, 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 such Holders as security for payment of the principal of and interest, if any, on the Notesfor, and dedicated solely to, the benefit of the Holders of the Securities of such Holdersseries and the Indenture with respect to the Securities of such series, in and to (Ai) money in an amount, amount or (Bii) United States U.S. Government Obligations that, which 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 dates thereof or earlier redemption (irrevocably provided for under agreements satisfactory to the Trustee), as the case may be, of any payment referred to in subclause (x) or (y) of this clause (a), ) money in an amount amount, or (Ciii) a combination thereof in an amount 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, 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, Trustee (x) the principal of, premium, if any, and each installment of and interest on the Outstanding Notes outstanding Securities of such series on the Stated Maturity due date thereof or earlier redemption (irrevocably provided for under arrangements satisfactory to the Trustee), as the case may be, and (y) any mandatory sinking fund payments or analogous payments applicable to the Securities of such principal or interest; provided, that series and the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest Indenture with respect to the NotesSecurities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of Securities of such series and the Indenture with respect to the Securities of such series; (b) the Company has delivered to the Trustee (i) an Opinion of Counsel to the effect that the Holders of Notes Securities of such series will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and defeasance the Company’s exercise of such covenants and Events of Default its option under this Section 8.07 and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurredoccurred and (ii) 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; (c) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default with respect to Default, or event that after the Notes 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, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time or during the period ending on the 91st 123rd day after such 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; (d) if at such time the Notes Securities of such series are then listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Notes Securities of such series will not be delisted as a result of such deposit, defeasance and discharge; and (e) the Company has 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 contemplated by under this Section 4.2 have been complied with.

Defeasance of Certain Obligations. The If this Section 1006 is specified, as contemplated by Section 301, to be applicable to Securities of any series, the Company and the Guarantor may omit to comply with any term, provision or condition set forth in Sections 3.11004 and 1005, 3.2, 3.3 and 3.4 hereof and a breach Section 501(4) with respect to Sections 3.1, 3.2, 3.3 or 3.4 1004 and 1005 shall be deemed not to be an Event of Default, in each case with respect to the Outstanding Notes ifSecurities of that series, provided that the following conditions have been satisfied: (a1) with With reference to this Section 4.21006, the Company or the Guarantor has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 609) irrevocably (irrespective of whether the Initial Indentureconditions in subparagraphs (2), (3), (4), (5), (6) and conveyed all right(7) below have been satisfied, title and interest but subject to the Trustee for provisions of Section 402(c) and the benefit last paragraph of the Holders of NotesSection 1003), 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 such Holders as security for payment of the principal of and interest, if any, on the Notesfor, and dedicated solely to, the benefit of such Holdersthe Holders of the Securities of that series, in and to (A) money in an amount, or (B) United States U.S. Government Obligations that, which 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 opening of business on the due date of any payment referred to in this clause (a), i) or (ii) of this subparagraph (1) money in an amount amount, or (C) a combination thereof in an amount 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, discharge (i) the principal and any premium and each installment of principal and any premium and interest on the Outstanding Notes Securities of that series on the Stated Maturity of such principal or interest; provided, that installment of principal 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 this Indenture and of such Securities; (2) Such deposit shall not cause the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest with respect to the NotesSecurities of that series to have a conflicting interest for purposes of the Trust Indenture Act with respect to the Securities of any series; (b3) 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 or the Guarantor is a party or by which they are bound; (4) 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 and be continuing on the date of such deposit and no Event of Default under Section 501(5) or Section 501(6) or event which with the giving of notice or lapse of time, or both, would become an Event of Default under Section 501(5) or Section 501(6) shall have occurred and be continuing on the 91st day after such date; (5) The Company has delivered to the Trustee an Opinion of Counsel to the effect that Holders and beneficial owners of the Holders Securities of Notes such series will not recognize income, gain or loss for United States U.S. federal income tax purposes as a result of such deposit and defeasance of such covenants and Events of Default certain obligations and will be subject to U.S. 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 and defeasance had not occurred; (c) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on the 91st day after such date of such deposit; (d) if the 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 Notes will not be delisted as a result of such deposit, defeasance and discharge; and (e6) the The Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent therein provided for herein relating to the defeasance contemplated by this Section 4.2 have been complied with.

Defeasance of Certain Obligations. The Company may omit to comply with any term, provision or condition set forth in clause (iii) of Section 5.01 and Sections 3.14.03 through 4.18, 3.2, 3.3 and 3.4 hereof and a breach clause (c) of Section 6.01 with respect to clause (iii) of Section 5.01 and Sections 3.14.03 through 4.16, 3.2Xxxxxxx 0.00, 3.3 or 3.4 xxx xxxxxxx (x), (x), (x), (x) and (g) of Section 6.01 shall be deemed not to be an Event Events of Default, in each case with respect to the Outstanding Notes ifupon: (a) with reference to this Section 4.2the deposit, the Company has irrevocably deposited or caused to be irrevocably deposited in trust, with the Trustee (or another trustee satisfying the requirements of the Initial IndentureSection 7.10 hereof) and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, 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 such Holders as security for payment of the principal of and interest, if any, on the Notes, and dedicated solely to, the benefit of such Holders, in and to (A) money in an amount, (B) United States and/or U.S. Government Obligations 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 this clause (a), money in an amount or (C) a combination 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, provide money in an 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, the principal of of, premium, if any, and accrued interest on the Outstanding Notes on the Stated Maturity of such principal or interest; provided, that payments in accordance with the Trustee shall have been irrevocably instructed to apply such money or the proceeds terms of such United States Government Obligations to the payment of such principal this Indenture and interest with respect to the Notes; (b) the satisfaction of the provisions described in clauses B(ii), (C) and (D) of Section 8.02 hereof; (c) delivery by the Company has delivered to the Trustee of an Opinion of Counsel to the effect that that, the Holders of Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and defeasance of such covenants and Events of Default and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (c) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on the 91st day after such date of such deposit;; and (d) if the 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 Notes will not be delisted as a result of such deposit, defeasance and discharge; and (e) the Company has 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 contemplated by this Section 4.2 8.03 have been complied with.

Defeasance of Certain Obligations. The Company may omit to comply with any term, provision or condition set forth in clauses (3) and (4) under Section 5.01 and Sections 3.14.03 through 4.17 and Section 4.19, 3.2, 3.3 clauses (c) and 3.4 hereof and a breach (d) under Section 6.01 with respect to such clauses (3) and (4) under Section 5.01 and Sections 3.14.03 through 4.17 and Section 4.19, 3.2, 3.3 or 3.4 and clauses (e) and (f) under Section 6.01 shall be deemed not to be an Event Events of Default, in each case with respect to the Outstanding outstanding Notes if: : (a1) with reference to this Section 4.210.03, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of the Initial IndentureSection 7.10) and conveyed all right, title and interest to the Trustee for the benefit of the Holders of NotesHolders, 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 such the Holders as security for payment of the principal of Accreted Value of, premium, if any, and interest, if any, on the Notes, and dedicated solely to, the benefit of such the Holders, in and to (A) money in an amount, (B) United States U.S. Government Obligations 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 this clause (a1), money in an amount or (C) a combination 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, 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, the principal of of, premium, if any, and interest on the Outstanding outstanding Notes on the Stated Maturity of such principal Accreted Value or interest; provided, that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States U.S. Government Obligations to the payment of such principal principal, premium, if any, and interest with respect to the Notes; ; (b2) 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; (3) no Default or Event of Default shall exist on the date of such deposit; (4) the Company has delivered to the Trustee an Opinion of Counsel to the effect that (A) the creation of the defeasance trust does not violate the United States Investment Company Act of 1940, (B) the Holders of Notes have a valid first-priority security interest in the trust funds, (C) the Holders will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and defeasance of such covenants and Events of Default certain obligations and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; occurred and (cD) immediately after giving effect to such the passage of 123 days following the deposit on a pro forma basis(except, no Default or Event of Default with respect to any trust funds for the Notes shall have occurred account of any Holder who may be deemed to be an “insider” for purposes of the United States Bankruptcy Code, after one year following the deposit), the trust funds will not be subject to the effect of Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law in a case commenced by or against the Company under either such statute, and either (1) the trust funds will no longer remain the property of the Company (and therefore will not be continuing subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally) or (2) if a court were to rule under any such law in any case or proceeding that the trust funds remained property of the Company, (x) 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 date trust funds accruing after the commencement of a case under such deposit orstatute), insofar as Sections 5.1(f(y) 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 5.1(g(z) are concernedno property, at 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 time during prior rights of holders of other Indebtedness of the period ending on the 91st day after such date Company or any of such deposit; its Subsidiaries; (d5) if the 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 such deposit defeasance and discharge will not cause the Notes will not to be delisted as a result of such deposit, defeasance delisted; and discharge; and (e6) the Company 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 contemplated by this Section 4.2 10.03 have been complied with.

Defeasance of Certain Obligations. The Company may omit to comply with any term, provision or condition set forth in clauses (iii) and (iv) of Section 5.01 and Sections 3.14.03 through 4.11 and clause (c) of Section 6.01 with respect to clauses (iii) and (iv) of Section 5.01, 3.2, 3.3 and 3.4 hereof and a breach clause (d) of Section 6.01 with respect to Sections 3.14.01, 3.2, 3.3 or 3.4 4.02 and 4.12 through 4.19 and clauses (e) and (f) of Section 6.01 shall be deemed not to be an Event Events of Default, in each case with respect to the Outstanding Notes if: (ai) with reference to this Section 4.28.03, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of the Initial IndentureSection 7.10) and conveyed all right, title and interest to the Trustee for the benefit of the Holders of NotesHolders, 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 such the Holders as security for payment of the principal of of, Redemption Price, and interest, if any, on the Notes, and dedicated solely to, the benefit of such the Holders, in and to (A) money in an amount, (B) United States U.S. Government Obligations that, through the payment of interest interest, Redemption Price, 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 this clause (ai), money in an amount or (C) a combination thereof in an amount sufficient, in the opinion of a nationally recognized firm form 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, the principal of of, Redemption Price, and interest on the Outstanding Notes on the Stated Maturity of such principal or interest; provided, provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States U.S. Government Obligations to the payment of such principal principal, Redemption Price, and interest with respect to the Notes; (bii) the Company has delivered to the Trustee an Opinion of Counsel to the effect that (A) the creation of the defeasance trust does not violate the Investment Company Act of 1940, (B) 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 funds will not be subject to the effect of Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law in a case commenced by or against the Company under either such statute, and either (1) 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 (2) if a court were to rule under any such law in any case or proceeding that the trust funds remained property of the Company, (x) 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 (y) the Holders will be entitled to receive adequate protection of Notes their interests in such trust funds if such trust funds are used in such case or proceeding, (C) the Holders will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and defeasance of such certain covenants and Events of Default and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurredoccurred and (D) the Trustee, for the benefit of the Holders, has a valid first-priority security interest in the trust funds; (ciii) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time or during the period ending on the 91st 123rd day after 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; (div) if the 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 Notes will not be delisted as a result of such deposit, defeasance and discharge; and and (ev) the Company 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 contemplated by this Section 4.2 8.03 have been complied with.

Defeasance of Certain Obligations. The Company If this Section is specified to be applicable to Securities of any series, the Issuer may omit to comply with any term, provision or condition set forth in the Sections 3.1, 3.2, 3.3 and 3.4 hereof and a breach with respect to Sections 3.1, 3.2, 3.3 of this Indenture or 3.4 shall be deemed not to be an Event of Default, in each case such Security with respect to the Outstanding Notes Securities of that series ("Covenant Defeasance") if: (a1) with reference to this Section 4.2Section, the Company Issuer has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of the Initial Indenture) and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, 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 such Holders as security for payment of the principal of and interest, if any, on the Notesfor, and dedicated solely to, the benefit of such Holdersthe Holders of the Securities of that series, in and to (Ai) money in an amount, or (Bii) United States U.S. Government Obligations that, which 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 this clause (a), A) or (B) of this subparagraph money in an amount amount, or (Ciii) a combination thereof in an amount 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, discharge (A) the principal of (and premium, if any) and each installment of principal (and premium, if any) and interest on the Outstanding Notes Securities of that series on the Stated Maturity of such principal or interest; provided, that installment of principal or interest and (B) 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; (2) such deposit shall not cause the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest with respect to the NotesSecurities of that series to have a conflicting interest for purposes of the Trust Indenture Act with respect to the Securities of any series; (b3) 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 Issuer is a party or by which it is bound; (4) if the deposit referred to in subparagraph (1) 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 an Opinion of Counsel with no material qualifications or a favorable ruling of the Internal Revenue Service, in either case to the effect that the Holders of Notes the Securities will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and defeasance of such covenants and Events of Default certain obligations 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 and defeasance had not occurred; (c) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on the 91st day after such date of such deposit; (d) if the 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 Notes will not be delisted as a result of such deposit, defeasance and discharge; and (e5) the Company Issuer has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent herein provided for herein relating to the defeasance contemplated by this Section 4.2 have been complied with. In the event the Issuer effects Covenant Defeasance with respect to any Securities and such Securities are declared due and payable because of the occurrence of any Event of Default, other than an Event of Default with respect to any covenant as to which there has been Covenant Defeasance, the U.S. Government Obligations on deposit with the Trustee will be sufficient to pay amounts due on such Securities at the time of the Stated Maturity but may not be sufficient to pay amounts due on such Securities at the time of the acceleration resulting from such Event of Default.

Defeasance of Certain Obligations. The Company may omit to comply with any term, provision or condition set forth in clause (iii) of Section 5.01 and Sections 3.14.03 through 4.18, 3.2, 3.3 and 3.4 hereof and a breach clause (c) of Section 6.01 with respect to Sections 3.1clause (iii) of Section 5.01, 3.2and clauses (d), 3.3 or 3.4 (e) and (g) of Section 6.01 shall be deemed not to be an Event Events of Default, in each case with respect to the Outstanding Notes outstanding Notes, if: (ai) with reference to this Section 4.28.03, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of the Initial IndentureSection 7.10) and conveyed all right, title and interest to the Trustee for the benefit of the Holders of NotesHolders, 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 such the Holders as security for payment of the principal of of, premium, if any, and interest, if any, on the Notes, and dedicated solely to, to the benefit of such the Holders, in and to (A) money in an amount, (B) United States Government Obligations Securities 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 this clause (ai), money in an amount or (C) a combination 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, without consideration of the reinvestment of such interest and after payment of all federal, state state, local and local foreign taxes or other charges and assessments in respect thereof payable by the Trustee, the principal of of, premium, if any, and interest on the Outstanding outstanding Notes on the Stated Maturity of such principal or interest; provided, provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations Securities to the payment of such principal principal, premium, if any, and interest with respect to the Notes; (bii) 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 or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (iii) 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; (iv) the Company has delivered to the Trustee an Opinion of Counsel to the effect that (A) (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 funds will not be subject to the effect of Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law in a case commenced by or against the Company under either such statute, (B) the Holders of Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and the defeasance of such covenants and Events the obligations referred to in the first paragraph of Default this Section 8.03 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 and defeasance had not occurred and (C) the Holders will not recognize income, gain or loss for Mexican federal income tax (including withholding tax) purposes as a result of such deposit and the defeasance of the obligations referred to in the first paragraph of this Section 8.03 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 and defeasance had not occurred; (c) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on the 91st day after such date of such deposit; (dv) if the 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 such deposit defeasance and discharge will not cause the Notes will not to be delisted as a result of such deposit, defeasance and dischargedelisted; and (evi) the Company 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 contemplated by this Section 4.2 8.03 have been complied with.

Defeasance of Certain Obligations. The following provisions shall apply to the Securities of each series unless specifically otherwise provided in a Board Resolution, Officers' Certificate or indenture supplemental hereto provided pursuant to Section 301. The Company may omit to comply with any term, provision or condition set forth in Sections 3.11005, 3.21006, 3.3 1007 and 3.4 hereof 1008, and a breach any such omission with respect to Sections 3.11005, 3.21006, 3.3 or 3.4 1007 and 1008 shall be deemed not to be an Event of Default, in each case with respect to the Outstanding Notes ifSecurities of that series, provided that the following conditions have been satisfied: (a1) with reference to this Section 4.21009, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of the Initial IndentureSection 609) and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, 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 such Holders as security for payment of the principal of and interest, if any, on the Notesfor, and dedicated solely to, the benefit of such Holdersthe Holders of the Securities of that series, in and to (Ai) money in an amount, or (Bii) United States U.S. Government Obligations that, which 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 this clause (a), A) or (B) of this subparagraph (1) money in an amount amount, or (Ciii) a combination thereof in an amount 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, discharge (A) the principal of (and premium, if any) and each installment of principal of (and premium, if any) and interest on the Outstanding Notes Securities on the Stated Maturity of such principal or interest; provided, that the Trustee shall have been irrevocably instructed to apply such money or the proceeds installment of such United States Government Obligations to the payment of such principal and interest and (B) 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 this Indenture and of such Securities; (2) such deposit shall not cause the Trustee with respect to the NotesSecurities of that series to have a conflicting interest as defined in Section 608 and for purposes of the Trust Indenture Act with respect to the Securities of any series; (b3) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any material agreement or instrument to which the Company is a party or by which it is bound; (4) such deposit will not cause any Outstanding Securities then listed on the New York Stock Exchange or other securities exchange to be de-listed as a result thereof; (5) no Event of Default under Sections 501(6) or (7) or event which with notice or lapse of time would become an Event of Default under Sections 501(6) or (7) with respect to the Securities of that series shall have occurred and be continuing on the date of such deposit; (6) the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Holders of Notes the Securities of such series will not recognize income, gain or loss for United States federal Federal income tax purposes as a result of such deposit and defeasance of such covenants and Events of Default certain obligations 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 and defeasance had not occurred; (c) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on the 91st day after such date of such deposit; (d) if the 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 Notes will not be delisted as a result of such deposit, defeasance and discharge; and (e7) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent herein provided for herein relating to the defeasance contemplated by in this Section 4.2 have been complied with.

Defeasance of Certain Obligations. The Company Upon the Issuer’s exercise of its option, if any, to have this Section 1006 applied to any Securities or any series of Securities issued by such Issuer, or if this Section 1006 shall otherwise apply to any Securities or any series of Securities issued by such Issuer, each of the Issuer and the Guarantors may omit to comply with with, and shall have no liability in respect of, any term, provision or condition set forth in Sections 3.1802, 3.21004 and 1005 (and each of the Issuer and the Guarantors may omit to comply with, 3.3 and 3.4 hereof and a breach with shall have no liability in respect of any other provision or condition specified pursuant to Sections 3.1, 3.2, 3.3 or 3.4 shall be deemed not to be an Event of Default, in each case Section 301(14) for such Securities) with respect to the Outstanding Notes ifSecurities of any series whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant, to any other provision herein or in any other document and such omission to comply shall not constitute a Default or Event of Default under Section 501(4) or otherwise, as the case may be; provided that the following conditions shall have been satisfied: (a1) with reference to this Section 4.2, the Company The Issuer has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of the Initial Indentureexcept as provided in Section 402(c) and conveyed all right, title and interest to the last paragraph of Section 1003) with the Trustee for the benefit Securities of the Holders of Notes, under the terms of an irrevocable trust agreement in form and substance satisfactory such series (specifying that each deposit is pursuant to the Trustee this Section 1006) as trust funds in trust, specifically pledged to the Trustee for the benefit of such Holders as security for payment of the principal of and interest, if any, on the Notesfor, and dedicated solely to, the benefit of the Holders of the Securities of such Holdersseries, in and to (Ai) money in an amount, or (Bii) United States (except as provided in a supplemental indenture with respect to such series) if Securities of such series are not subject to repurchase at the option of such Holders, (A) U.S. Government Obligations that, which 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 this clause (a), x) or (y) of this subparagraph (1) money in an amount amount, or (CB) a combination thereof in an amount of the foregoing, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the such 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, discharge (x) the principal of (and interest premium, if any, on) and each installment of principal of (and premium, if any, on) and interest, if any, on the Outstanding Notes Securities of such series on the Stated Maturity of such principal or interest; provided, that installment of principal or interest or to and including the Trustee shall have been Redemption Date irrevocably instructed designated by the Issuer pursuant to apply such money or subparagraph (4) of this Section and (y) any mandatory sinking fund payments applicable to the proceeds Securities of such United States Government Obligations to series on the payment day on which such payments are due and payable in accordance with the terms of the Indenture and of the Securities of such principal and interest series; (2) No Event of Default or event which, with notice or lapse of time or both, would become an Event of Default (including by reason of such deposit) with respect to the NotesSecurities of such series shall have occurred and be continuing on the date of such deposit; (b3) the Company has The Issuer shall have delivered to the such Trustee an Opinion of Counsel to the effect that the Holders of Notes the Securities of such series will not recognize income, gain or loss for United States U.S. federal income tax purposes as a result of such deposit and defeasance of such covenants certain obligations and Events of Default and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (c) immediately after giving effect to such deposit on a pro forma basis, that no Default or Event of Default with respect to the Notes or default shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on the 91st day after such date of such deposit; (d) if the 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 Notes will not be delisted as a result of such deposit, defeasance and dischargecontinuing; and (e4) If the Company Issuer has deposited or caused to be deposited money or U.S. Government Obligations or a combination thereof to pay or discharge the principal of (and premium, if any, on) and interest, if any, on the Outstanding Securities of a series to and including a Redemption Date on which all of the Outstanding Securities of such series are to be redeemed, such Redemption Date shall be irrevocably designated by a Board Resolution of the Issuer or delivered to the such Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating on or prior to the defeasance contemplated date of deposit of such money or U.S. Government Obligations, and such Board Resolution shall be accompanied by this an irrevocable Company Request that such Trustee give notice of such redemption in the name and at the expense of the Issuer and not less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 4.2 have been complied with1104.

Defeasance of Certain Obligations. The Company Issuer may omit to comply with any term, provision or condition set forth in clauses (3) and (4) of Section 8.01 and Sections 3.110.05 through 10.18 (except for Section 10.09 and any covenant otherwise required by the TIA), 3.2and clause (d) of Section 5.01 with respect to clauses (3) and (4) of Section 8.01, 3.3 clauses (d) and 3.4 hereof and a breach (e) of Section 5.01 with respect to Sections 3.110.05 through 10.18, 3.2except as aforesaid, 3.3 or 3.4 and clauses (c), (f) and (g) of Section 5.01 shall be deemed not to be an Event Events of Default, in each case with respect to the Outstanding Notes Securities if: (a) with reference to this Section 4.212.03, the Company Issuer has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of the Initial Indenture) and conveyed all right, title and interest to the Trustee for the benefit of the Holders of NotesHolders, 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 such the Holders as security for payment of the principal of of, premium, if any, and interest, if any, on the NotesSecurities, and dedicated solely to, the benefit of such the Holders, in and to (Ai) money in an amount, (Bii) United States U.S. Government Obligations 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 this clause (a), money in an amount or (Ciii) a combination 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, 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, the principal of of, premium, if any, and interest on the Outstanding Notes Securities on the Stated Maturity or upon earlier redemption of such principal or interest; provided, provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States U.S. Government Obligations to the payment of such principal principal, premium, if any, and interest with respect to the NotesSecurities and to give any related notice of redemption; (b) 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 Guarantor, the Issuer or any of their Subsidiaries is a party or by which the Guarantor, the Issuer or any of their Subsidiaries is bound; (c) immediately after giving effect to such deposit or 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 a Default or 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 day of such deposit; (d) the Issuer has delivered to the Trustee an Opinion of Counsel to the effect that (i) the creation of the defeasance trust does not violate the Investment Company Act of 1940, (ii) the Holders of Notes will not recognize income, gain or loss for United States U.S. federal income tax purposes as a result of such deposit and the defeasance of such covenants and Events the obligations referred to in the first paragraph of Default this Section 12.03 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 and defeasance had not occurredoccurred and (iii) 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 "connected" with the Issuer for purposes of the Insolvency Xxx 0000 after two years following the deposit), the trust funds will not be subject to the effect of Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law, and either (A) the trust funds will no longer remain the property of the Issuer (and therefore will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditor's rights generally) or (B) if a court were to rule under any such law in any case or proceeding that the trust funds remained property of the Issuer (1) 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 and (2) 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 or holders of other Indebtedness of the Issuer or any of its Securities; (c) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on the 91st day after such date of such deposit; (de) if at such time the Notes Securities are then listed on a national securities exchange, the Company Issuer has delivered to the Trustee an Opinion of Counsel to the effect that the Notes Securities will not be delisted as a result of such deposit, defeasance and dischargethe Issuer's exercise of its option under Section 12.03; and (ef) the Company Issuer 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 contemplated by this Section 4.2 12.03 have been complied with.

Defeasance of Certain Obligations. The Company may omit to comply with any term, provision or condition set forth in, and this Indenture will no longer be in Sections 3.1effect with respect to, 3.2, 3.3 any covenant established pursuant to Section 2.03(s) and 3.4 hereof Section 7.14 and a breach Section 7.01(f) (with respect to Sections 3.1, 3.2, 3.3 or 3.4 any covenants established pursuant to Section 2.03(s)) shall be deemed not to be constitute a Default or an Event of Default, in each case Default with respect to the Outstanding Notes Securities of any series, if: (a) with reference to this Section 4.210.06, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of the Initial IndentureSection 310(a) and conveyed all right, title and interest to of the Trustee for the benefit of the Holders of Notes, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee Indenture Act) as trust funds in trust, for the purposes of making the following payments, specifically pledged to the Trustee for the benefit of such Holders as security for payment of the principal of and interest, if any, on the Notesfor, and dedicated solely to, the benefit benefits of the Holders of the Securities of such Holdersseries, in and to (Ai) money in an amount, (Bii) United States U.S. Government Obligations that, which 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 below in this clause (a), money in an amount or (Ciii) a combination thereof in an amount sufficientthereof, 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, 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, series 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, and which shall be applied by the Trustee to pay and discharge all of the Principal of, premium, if any, and each installment of interest on the outstanding Securities of such series on the maturity or due dates thereof payable or if the Company has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee, the principal of and interest on redemption date, as the Outstanding Notes on the Stated Maturity of such principal or interest; provided, that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest with respect to the Notescase may be; (b) the Company has delivered to the Trustee an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940, as amended; (c) immediately after giving effect to such deposit on a pro forma basis, no Event of Default, of event that after the giving of notice or lapse of time or both would become an Event of Default, 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; (d) the Company has delivered to the Trustee an Opinion of Counsel to the effect that Holders of Notes Securities of such series will not recognize income, gain or loss for United States U.S. federal income tax purposes as a result of such deposit and defeasance the Company’s exercise of such covenants and Events of Default its option under this Section 10.06 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 and defeasance had not occurred; (ce) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default with respect to the Notes Company shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on the 91st day after such date of such deposit; (d) if the 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 Notes will not be delisted as a result of such deposit, defeasance and discharge; and (e) the Company has 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 contemplated by under this Section 4.2 have been complied with; and (f) 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 of Certain Obligations. The Company and the Subsidiary Guarantors may omit to comply with any term, provision or condition set forth in clauses (iii) and (iv) of Section 5.01 and Sections 3.14.02 through 4.17 (except for any covenant otherwise required by the TIA), 3.2and clauses (c) and (d) of Section 6.01 with respect to clauses (iii) and (iv) of Section 5.01, 3.3 and 3.4 hereof and a breach clause (e) of Section 6.01 with respect to Sections 3.14.03 through 4.17, 3.2except as aforesaid, 3.3 or 3.4 and clause (f) of Section 6.01 shall be deemed not to be an Event Events of Default, in each case with respect to the Outstanding outstanding Notes and Loral Space shall not be required to comply with analogous provisions of the Loral Space Guaranty and the analogous provisions of the Loral Space Guaranty shall not be Loral Space Events of Default if: (a) with reference to this Section 4.28.03, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of the Initial Indenture) and has conveyed all right, title and interest to the Trustee for the benefit of the Holders of NotesHolders, 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 such the Holders as security for payment of the principal of of, premium, if any, and interest, if any, on the Notes, and dedicated solely to, the benefit of such the Holders, in and to (A) money in an amount, (B) United States and/or Government Obligations Securities 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 this clause (a), provide money in an amount or (C) a combination 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, 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, the principal of of, premium, if any, and accrued interest on the Outstanding Notes on the Stated Maturity of such principal or interest; provided, that payments in accordance with the Trustee shall have been irrevocably instructed to apply such money or terms of the proceeds of such United States Government Obligations to the payment of such principal Indenture and interest with respect to the Notes; (b) 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 has 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 shall have delivered to the Trustee an Opinion of Counsel (i) either (A) a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Holders of Notes will not recognize additional income, gain or loss for United States federal income tax purposes as a result of such deposit and defeasance the Company's exercise of such covenants and Events of Default its option under this Section 8.03 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, deference and defeasance discharge had not occurred;, or (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 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 funds will not be subject to the effect of Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law; 44 (c) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on the 91st day after such date of such deposit; (de) if at such time the 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 Notes will not be delisted as a result of such deposit, defeasance and discharge; and (ef) the Company has 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 contemplated by this Section 4.2 8.03 have been complied with.

Defeasance of Certain Obligations. The Company may omit to comply with any term, provision or condition set forth in Sections 3.1, 3.2, 3.3 4.03 through 4.05 and 3.4 hereof and a breach with respect to Sections 3.1, 3.2, 3.3 or 3.4 such omission shall be deemed not to be an Event of Default under clause (c) of Section 6.01 and clauses (d) and (e) of Section 6.01 of this Indenture, shall be deemed not to be Events of Default, in each case with respect to the Outstanding outstanding Notes if: (ai) with reference to this Section 4.28.03, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of the Initial IndentureSection 7.10) and conveyed all right, title and interest to the Trustee for the benefit of the Holders of NotesHolders, 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 such the Holders as security for payment of the principal of of, premium, if any, and interest, if any, on the Notes, and dedicated solely to, the benefit of such the Holders, in and to (A) money in an amount, (B) United States U.S. Government Obligations that, through the payment of interest interest, premium, if any, 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 this clause (ai), money in an amount or (C) a combination 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, 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, the principal of of, premium, if any, and interest on the Outstanding outstanding Notes (i) on the Stated Maturity of such principal or interest; provided, provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States U.S. Government Obligations to the payment of such principal principal, premium, if any, and interest with respect to the 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 redemption Date; (bii) the Company has delivered to the Trustee an Opinion of Counsel to the effect that (A) the creation of the defeasance trust does not violate the Investment Company Act of 1940, (B) 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 funds will not be subject to the effect of Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law in a case commenced by or against the Company under either such statute, and either (1) 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 (2) if a court were to rule under any such law in any case or proceeding that the trust funds remained property of the Company, (x) 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 (y) the Holders will be entitled to receive adequate protection of Notes their interests in such trust funds if such trust funds are used in such case or proceeding, (C) the Holders will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and defeasance of such certain covenants and Events of Default and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurredoccurred and (D) the Trustee, for the benefit of the Holders, has a valid first-priority security interest in the trust funds; (ciii) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time or during the period ending on the 91st 123rd day after 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; (div) if the 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 Notes will not be delisted as a result of such deposit, defeasance and discharge; and (ev) the Company 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 contemplated by this Section 4.2 8.03 have been complied with.

Defeasance of Certain Obligations. The Company may omit to comply with any term, provision or condition set forth in clauses (d) and (e) of Section 4.1 and Sections 3.13.3 through 3.19, 3.2, 3.3 and 3.4 hereof and a breach clause (c) of Section 5.1 with respect to clauses (d) and (e) of Section 4.1 and Sections 3.13.3 through 3.19, 3.2, 3.3 or 3.4 and clauses (d) and (e) of Section 5.1 shall be deemed not to be an Event Events of Default, in each case with respect to the Outstanding Notes outstanding Securities if: (ai) with reference to this Section 4.27.4, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 6.10) or Paying Agent (other than the Initial IndentureCompany or a Subsidiary or Affiliate of the Company) and conveyed all right, title and interest to the Trustee for the benefit of the Holders of NotesHolders, 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 such Holders as security for payment of the principal of and interest, if any, on the Notesfor, and dedicated solely to, the benefit of such the Holders, in and to to, (A) money in an amount, (B) United States U.S. Government Obligations obligations 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 this clause (ai), money in an amount or (C) a combination thereof in an amount 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, 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 TrusteeTrustee or Paying Agent, the principal of and interest on the Outstanding Notes on the Stated Maturity of such principal or interestoutstanding Securities when due; provided, provided that the Trustee or Paying Agent shall have been irrevocably instructed to apply such money or the proceeds of such United States U.S. Government Obligations to the payment of such principal and interest with respect to the NotesSecurities; (bii) 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 is a party or by which it is bound; (iii) no Default shall have occurred and be continuing on the date of such deposit; (iv) the Company has delivered to the Trustee an Opinion of Counsel who is not employed by the Company to the effect that (A) the creation of the defeasance trust does not violate the Investment Company Act of 1940, (B) the Holders of Notes have a valid first-priority security interest in the trust funds, (C) the Holders will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and defeasance of such covenants and Events of Default certain obligations and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; occurred and (cD) immediately after giving effect to such the passage of 123 days following the deposit on a pro forma basis(except, no Default or Event of Default with respect to any trust funds for the Notes shall have occurred and account of any Holder who may be continuing on deemed to be an "insider" for purposes of the date of such deposit orUnited States Bankruptcy Code, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during after one year following the period ending on the 91st day after such date of such deposit; (d) if the Notes are then listed on a national securities exchange), the Company has delivered to the Trustee an Opinion of Counsel trust funds will not be subject to the effect that of Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or Section 15 of the Notes New York Debtor and Creditor Law in a case commenced by or against the Company under wither such statute, and either (1) the trust funds will no longer remain the property of the Company (and therefore, will not be delisted as subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally) or (2) if a result court were to rule under any such law in any case or proceeding that the trust funds remained property of the Company, (x) assuming such deposittrust funds remained in the possession of the Trustee prior to such court ruling to the extent not paid to Holders, defeasance the Trustee will hold, for the benefit of the Holders, a valid and dischargeperfected 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 (y) 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 (ev) the Company 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 contemplated by this Section 4.2 7.4 have been complied with.

Defeasance of Certain Obligations. The To the extent that this Section 1004 is established as contemplated by Section 301 to be applicable to Securities of any series or any covenant applicable thereto (other than Section 1007), (i) the Company may omit to comply with any term, provision or condition set forth in Sections 3.1of covenants established as contemplated by Section 301 and to which this Section 1004 is so established as applicable (other than Section 1007), 3.2, 3.3 and 3.4 hereof and a breach with respect to Sections 3.1, 3.2, 3.3 or 3.4 (ii) such omission shall be deemed not to be an Event of DefaultDefault pursuant to Section 501(4), in each case with respect to the Outstanding Notes ifSecurities of that series, provided that the following conditions have been satisfied: (a1) with reference to this Section 4.2, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 609) irrevocably (irrespective of whether the Initial Indentureconditions in subparagraphs (2), (3), (4), (5), (6) and conveyed all right(7) below have been satisfied, title and interest but subject to the Trustee for provisions of Section 402(c) and the benefit last paragraph of the Holders of NotesSection 1003), 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 such Holders as security for payment of the principal of and interest, if any, on the Notesfor, and dedicated solely to, the benefit of such Holdersthe Holders of the Securities of that series, in and with reference to this Section 1004, (A) money an amount in an amountsuch currency or currencies, currency unit or units or composite currency or currencies in which such Securities are then payable, or (B) with respect to Securities of any series denominated only in United States dollars, U.S. Government Obligations that, which 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 opening of business on the due date of any payment referred to in this clause (a), i) or (ii) of this subparagraph (1) money in an amount amount, or (C) a combination thereof with respect to Securities of any series denominated only in an amount United States dollars, sufficient, without consideration of any reinvestment of such principal and interest, 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, discharge (i) the principal (and premium, if any) and each installment of principal (and premium, if any) and interest on the such Outstanding Notes Securities on the Stated Maturity of such principal or interest; provided, that the Trustee shall have been irrevocably instructed installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to apply such money or the proceeds Securities of such United States Government Obligations to series on the payment day on which such payments are due and payable in accordance with the terms of this Indenture and of such principal and interest Securities; (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 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 NotesSecurities of that series shall have occurred and be continuing on the date of such deposit and no Event of Default under Section 501(6) or Section 501(7) or event which with the giving of notice or lapse of time, or both, would become an Event of Default under Section 501(6) or Section 501(7) shall have occurred and be continuing on the 121st day after such date; (b4) the Company shall have delivered to the Trustee an Opinion of Liberian Counsel to the effect that Holders of the Outstanding Securities will not recognize income, gain or loss for Liberian income tax or other tax purposes as a result of such defeasance or covenant defeasance, as applicable, 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 defeasance or covenant defeasance, as applicable, had not occurred; (5) the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Holders of Notes the Securities of such series will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and defeasance of such covenants and Events of Default certain obligations and will be subject to 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 and defeasance had not occurred; (c) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on the 91st day after such date of such deposit; (d) if the 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 Notes will not be delisted as a result of such deposit, defeasance and discharge; and (e6) the Company 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 as contemplated by this Section 4.2 have been complied with. Opinions required to be delivered under this Section may have qualifications customary for opinions of the types required.

Defeasance of Certain Obligations. The Company may omit to comply with any term, provision or condition set forth in, and this Indenture will no longer be in Sections 3.1effect with respect to, 3.2, 3.3 any covenant established pursuant to Section 2.03(s) and 3.4 hereof clause (c) and a breach clause (f) (with respect to Sections 3.1, 3.2, 3.3 or 3.4 any covenants established pursuant to Section 2.03(s)) of Section 6.01 shall be deemed not to be constitute a Default or an Event of Default, in each case Default with respect to the Outstanding Notes Securities of any series, if: (a) with reference to this Section 4.28.06, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of the Initial IndentureSection 7.11) and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, for the purposes of making the following payments, specifically pledged to the Trustee for the benefit of such Holders as security for payment of the principal of and interest, if any, on the Notesfor, and dedicated solely to, the benefit benefits of the Holders of the Securities of such Holdersseries, in and to (Ai) money in an amount, (Bii) United States U.S. Government Obligations that, which 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 (a), money in an amount or (Ciii) a combination thereof thereof, in an amount each case sufficient, in the written opinion of a nationally an internationally 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, and which shall be applied by the Trustee to pay and discharge (x) all of the Principal of, premium, if any, and each installment of interest on the outstanding Securities of such series on the maturity or due dates thereof payable or if the Company has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee, the principal redemption date, as the case may be, and (y) any mandatory sinking fund payments or analogous payments applicable to the Securities of and interest such series on the Outstanding Notes day on which such payments are due and payable in accordance with the Stated Maturity terms of the Securities of such principal or interest; provided, that series and the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest Indenture with respect to the NotesSecurities of such series; (b) the Company has delivered to the Trustee an Opinion of Counsel to stating that under the effect that the applicable U.S. federal income tax law, Holders of Notes Securities of such series will not recognize income, gain or loss for United States U.S. federal income tax purposes as a result of such deposit and defeasance the Company’s exercise of such covenants and Events of Default its option under this Section 8.06 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 and defeasance had not occurred; (c) immediately after giving effect to such deposit on a pro forma basis, no Default under either clause (d) or Event clause (e) of Default Section 6.01 (other than with respect to the Notes any Subsidiary Guarantor) shall have occurred and be continuing on the date of at such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on the 91st day after such date of such deposittime; (d) if at such time the Notes Securities of such series are then listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Notes Securities of such series will not be delisted as a result of such deposit, defeasance and discharge; and; (e) the Company has 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 contemplated by under this Section 4.2 have been complied with; and (f) 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 of Certain Obligations. The Company Issuer may omit to comply with any term, provision or condition set forth in Sections 3.13.5 to 3.11 inclusive and Sections 3.13 and 9.1, 3.2, 3.3 and 3.4 hereof and a breach with respect to Sections 3.1, 3.2, 3.3 or 3.4 shall be deemed not to be an Event of Default, in each case with respect to the Outstanding Notes ifSecurities, if all of the following conditions have been satisfied: (a) with reference to this Section 4.2, the Company has irrevocably deposited or caused to be Issuer shall have irrevocably deposited with the Trustee (or another trustee satisfying the requirements of the Initial Indenture) and conveyed all rightTrustee, title and interest to the Trustee in trust, for the benefit of the Holders of Notesthe Securities, under the terms of an irrevocable trust agreement cash in form and substance satisfactory to the Trustee as trust funds in trustUnited States dollars, specifically pledged to the Trustee for the benefit of such Holders as security for payment of the principal of and interestU.S. Government Obligations, if any, on the Notes, and dedicated solely to, the benefit of such Holdersor a combination thereof, in and to (A) money in an amount, (B) United States Government Obligations that, through the payment of interest and principal in respect thereof in accordance with their terms, such amounts as will provide, not later than one day before the due date of any payment referred to in this clause (a), money in an amount or (C) a combination thereof in an amount 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, the principal of of, premium, if any, and interest on the Outstanding Notes on the Stated Maturity of such principal outstanding Securities to redemption or interest; provided, that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest with respect to the Notesmaturity; (b) the Company has Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of Notes the outstanding Securities will not recognize income, gain or loss for United States federal Federal income tax purposes as a result of such deposit and defeasance of such covenants and Events of Default 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 and covenant defeasance had not occurred; (c) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on the 91st day after such date of such deposit; (d) if such covenant defeasance shall not cause the Notes are then listed on Trustee to have a national conflicting interest with respect to any securities exchangeof the Issuer; (e) such covenant defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument to which the Company has Issuer is a party or by which it is bound; (f) the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that (A) the Notes 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 dischargethe trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; and (eg) the Company has Issuer 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 under the Indenture to the covenant defeasance contemplated by this Section 4.2 have been complied with.

Defeasance of Certain Obligations. The Company may omit to comply with any term, provision or condition set forth in Sections 3.1703, 3.2801(iii), 3.3 801(iv), 1007 through 1015 and 3.4 hereof 1016(c) and a breach clauses (c) (with respect to Sections 3.1703, 3.21007 through 1015 and 1016(c)), 3.3 or 3.4 (d), (e) and (k) (with respect to Sections 801(iii) and 801(iv)) under Section 501 shall be deemed not to be an Event Events of Default, in each case with respect to all Outstanding Senior Notes on the Outstanding Notes if:date the conditions set forth below are satisfied in full (hereinafter “covenant defeasance”): (a) with reference to this Section 4.21203, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of the Initial Section 608 of this Indenture) and conveyed all right, title and interest to the Trustee for the benefit of the Holders of the Senior Notes, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee Trustee, as trust funds in trust, specifically pledged to the Trustee for the benefit of such the Holders of the Senior Notes as security for payment of the principal of of, and interestpremium, if any, on and interest on, the Senior Notes, and dedicated solely to, to the benefit of such Holders, the Holders of the Senior Notes in and to (A) money cash in an amountU.S. dollars, (B) United States U.S. Government Obligations that, through the scheduled 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 this clause (ai), money cash in an amount U.S. dollars, or (C) a combination thereof thereof, in each such case in an amount sufficient, in the opinion of a United States 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 and other charges and assessments in respect thereof payable by the Trustee, the principal of of, and premium, if any, and interest on on, the Outstanding Senior Notes on the Stated Maturity of such principal or interest; provided, provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States U.S. Government Obligations to the payment of such principal principal, premium, if any, and interest with respect to the Senior Notes; (b) 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 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 shall have delivered to the Trustee an Opinion of Counsel from United States counsel to the effect that the Holders of the Senior Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and covenant defeasance of such covenants and Events of Default and will be subject to United States 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 and covenant defeasance had not occurred; (ce) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default with respect the Company shall have delivered to the Trustee an Opinion of Counsel from Bermuda counsel to the effect that Holders of the Senior Notes shall have occurred and be continuing on the date will not recognize income, gain or loss for Bermuda federal income tax or other tax purposes as a result of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending covenant defeasance and will be subject to Bermuda federal income tax and other tax on the 91st day after same amount, in the same manner and at the same times as would have been the case if such date of such depositdeposit and covenant defeasance had not occurred; (df) if the 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 that, after the Notes 91st day following the deposit, the trust funds established pursuant to this Article Twelve will not be delisted subject to the effect of any applicable United States bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally (for the limited purpose of the Opinion of Counsel referred to in this paragraph, such opinion may contain an assumption that the conclusions contained in a customary solvency letter by a nationally recognized appraisal firm, dated as a result of the date of the deposit and taking into account such deposit, defeasance are accurate as of such date, provided that such solvency letter is also addressed and dischargedelivered to the Trustee); and (eg) the Company 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 with respect to all Outstanding Senior Notes contemplated by this Section 4.2 1203 have been complied with.

Defeasance of Certain Obligations. The Company may omit to comply with any term, provision or condition set forth in clauses (iii) and (iv) of Section 5.01 and Sections 3.14.03 through 4.24, 3.2, 3.3 and 3.4 hereof and a breach clause (c) of Section 6.01 with respect to clauses (iii) and (iv) of Section 5.01 and Sections 3.14.03 through 4.24, 3.2and clauses (d), 3.3 or 3.4 (e), (h) and (i) of Section 6.01 shall be deemed not to be an Event Events of DefaultDefault and the Securities will no longer have the benefit of the Security Documents or the Equipment Note Guarantee, in each case with respect to the Outstanding Notes outstanding Securities if: (ai) with reference to this Section 4.28.03, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of the Initial IndentureSection 7.10) and conveyed all right, title and interest to the Trustee for the benefit of the Holders of NotesHolders, 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 such the Holders as security for payment of the principal of of, premium, if any, and interest, if any, on the NotesSecurities, and dedicated solely to, the benefit of such the Holders, in and to (A) money in an amount, (B) United States U.S. Government Obligations 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 this clause (ai), money in an amount or (C) a combination 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, 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, the principal of of, premium, if any, and interest on the Outstanding Notes outstanding Securities on the Stated Maturity or earlier optional redemption of such principal or interest; provided, however, that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States U.S. Government Obligations to the payment of such principal principal, premium, if any, and interest with respect to the NotesSecurities; (bii) 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; (iii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit; (iv) the Company has delivered to the Trustee an Opinion of Counsel to the effect that (A) the creation of the defeasance trust does not violate the Investment Company Act of 1940, (B) the Holders of Notes have a valid first-priority security interest in the trust funds, (C) the Holders will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and the defeasance of such covenants and Events the obligations referred to in the first paragraph of Default this Section 8.03 and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurredoccurred and (D) 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 funds will not be subject to the effect of Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law in a case commenced by or against the Company under either such statute, and either (1) 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 (2) if a court were to rule under any such law in any case or proceeding that the trust funds remained property of the Company (x) 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), (y) 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 (z) 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; (c) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on the 91st day after such date of such deposit; (dv) if the Notes Securities 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 Notes such deposit defeasance and discharge will not cause the Securities to be delisted as a result of such deposit, defeasance and dischargedelisted; and (evi) the Company 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 contemplated by this Section 4.2 8.03 have been complied with.

Defeasance of Certain Obligations. The Company Issuer may omit to comply with any term, provision or condition set forth in clauses (iii) and (iv) of Section 5.01 and Sections 3.14.03 through 4.19, 3.2clause (c) of Section 6.01 with respect to clauses (iii) and (iv) of Section 5.01, 3.3 and 3.4 hereof and a breach clause (d) of Section 6.01 with respect to Sections 3.14.03 through 4.19, 3.2, 3.3 or 3.4 and clauses (e) and (f) of Section 6.01 shall be deemed not to be an Event Events of Default, and Article Eleven shall not apply to the money and/or U.S. Government Obligations held by the trust referred to in clause (i) below, in each case with respect to the Outstanding outstanding Notes if: (ai) with reference to this Section 4.28.03, the Company Issuer has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of the Initial IndentureSection 7.10) and conveyed all right, title and interest to the Trustee for the benefit of the Holders of NotesHolders, 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 such the Holders as security for payment of the principal of of, premium, if any, and interest, if any, on the Notes, and dedicated solely to, the benefit of such the Holders, in and to (A) money in an amount, (B) United States U.S. Government Obligations 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 this clause (ai), money in an amount or (C) a combination 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, 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, the principal of of, premium, if any, and interest on the Outstanding outstanding Notes on the Stated Maturity of such principal or interest; provided, provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States U.S. Government Obligations to the payment of such principal principal, premium, if any, and interest with respect to the Notes; (bii) 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 Issuer is a party or by which it is bound and is permitted by Article Eleven; (iii) 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 or during the period ending on the 123rd day after such date of deposit; (iv) the Company Issuer has delivered to the Trustee an Opinion of Counsel to the effect that (A) the creation of the defeasance trust does not violate the Investment Issuer Act of 1940, (B) the Trustee, for the benefit of the Holders, has a valid first-priority security interest in the trust funds, (C) the Holders of Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and defeasance of such covenants and Events of Default certain obligations and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurredoccurred and (D) 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 Bankruptcy Law, after one year following the deposit), the trust funds will not be subject to the effect of Section 547 of the Bankruptcy Law or Section 15 of the New York Debtor and Creditor Law in a case commenced by or against the Issuer under either such statute, and either (1) the trust funds will no longer remain the property of the Issuer (and therefore will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally) or (2) if a court were to rule under any such law in any case or proceeding that the trust funds remained property of the Issuer, (x) 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 Bankruptcy Law on interest on the trust funds accruing after the commencement of a case under such statute) and (y) 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; (c) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on the 91st day after such date of such deposit; (dv) if the Notes are then listed on a national securities exchange, the Company has Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that such deposit defeasance and discharge will not cause the Notes will not to be delisted as a result of such deposit, defeasance and dischargedelisted; and (evi) the Company Issuer 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 contemplated by this Section 4.2 8.03 have been complied with.

Defeasance of Certain Obligations. The Company may omit to comply with any term, provision or condition set forth in Section 801 or in Sections 3.11004 to 1007, 3.2inclusive, 3.3 and 3.4 hereof and a breach with respect to Sections 3.1, 3.2, 3.3 or 3.4 shall be deemed not to be an Event of Default, in each case with respect to the Outstanding Notes ifSecurities of any series, provided that the following conditions shall have been satisfied: (a1) with reference to this Section 4.2, the Company has irrevocably deposited or caused to be irrevocably deposited (except as provided in Section 402(c) hereof and the last paragraph of Section 1003 hereof) with the Trustee (or another trustee satisfying the requirements of the Initial Indenturespecifying that each deposit is pursuant to this Section 1009) and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, 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 such Holders as security for payment of the principal of and interest, if any, on the Notesfor, and dedicated solely to, the benefit of the Holders of the Securities of such Holdersseries, in and to (Ai) money in the currency or units of currency in which such Securities are payable in an amount, or (Bii) United States (except as provided in a supplemental indenture with respect to such series) if Securities of such series are not subject to repurchase at the option of Holders and if such Securities are payable in U.S. Dollars, (A) U.S. Government Obligations that, which 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 this clause (a), x) or (y) of this subparagraph (1) money in an amount amount, or (CB) a combination thereof thereof, in an amount each case sufficient, in the opinion report 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 and which the reinvestment of such interest Trustee shall be instructed to apply to pay and after payment of all federaldischarge, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, (x) the principal of (and interest premium, if any) and each installment of principal (and premium, if any) and interest, if any, on the Outstanding Notes Securities of such series on the Stated Maturity of such principal or interest; provided, that installment of principal or interest or to and including the Trustee shall have been Redemption Date irrevocably instructed designated by the Company pursuant to apply such money or subparagraph (4) of this Section 1009 and (y) any mandatory sinking fund payments applicable to the proceeds Securities of such United States Government Obligations to series on the payment day on which payments are due and payable in accordance with the terms of the Indenture and of the Securities of such principal and interest series; (2) no Event of Default or event which with notice or lapse of time would become an Event of Default (including by reason of such deposit) with respect to the NotesSecurities of such series shall have occurred and be continuing on the date of such deposit; (b3) the Company has shall have delivered to the Trustee an Opinion of Counsel to the effect (i) that the Holders of Notes the Securities of such series will not recognize income, gain gain, loss or loss expense for United States federal Federal income tax purposes as a result of such deposit and defeasance of such covenants and Events of Default certain obligations and will be subject take into account all items of income, gain, loss or expense with respect to federal income tax on the Securities at the same amount time and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; taken place; (cii) immediately after giving effect to that such deposit on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date provision would not cause any outstanding Securities of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on the 91st day after such date of such deposit; (d) if the Notes are series then listed on a any national securities exchange, the Company has delivered exchange to the Trustee an Opinion of Counsel to the effect that the Notes will not be delisted as a result thereof; and (iii) that the defeasance trust is not, or is registered as, an investment company under the Investment Company Act of 1940; (4) if the Company has deposited or caused to be deposited money or U.S. Government Obligations to pay or discharge the principal of (and premium, if any) and interest, if any, on the Outstanding Securities of a series to and including a Redemption Date on which all of the Outstanding Securities of such depositseries are to be redeemed, defeasance such Redemption Date shall be irrevocably designated by a Board Resolution delivered to the Trustee on or prior to the date of deposit of such money or U.S. Government Obligations, and dischargesuch Board Resolution shall be accompanied by an irrevocable Company Request that the Trustee give notice of such redemption in the name and at the expense of the Company not less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 1104 hereof; and (e5) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent herein provided for herein relating to the defeasance contemplated by this Section 4.2 satisfaction and discharge of the Securities have been complied with. Upon the Company's exercise of its option to have this Section applied to the Securities of any series, (1) the Company shall be released from its obligations under Sections 801 and Sections 1004 through 1007, inclusive, and (2) the occurrence of any event specified in Section 501(d) (with respect to any of Section 801 and Sections 1004 through 1007, inclusive) shall be deemed not to be or result in an Event of Default, in each case with respect to such Securities as provided in this Section on and after the date the conditions set forth above are satisfied (hereinafter called "Covenant Defeasance"). For this purpose, Covenant Defeasance means that, with respect to such Securities, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such specified Section (to the extent so specified in the case of Section 501(d)), whether directly or indirectly by reason of any reference elsewhere herein to any such Section or by reason of any reference in any such Section to any other provision herein or in any other document, but the remainder of this Indenture and such Securities shall be unaffected thereby. Notwithstanding anything herein to the contrary, no Covenant Defeasance shall release any successor Person referred to in Article Eight from its obligations to assume the obligations of the Company under Section 607 as a condition to the consummation of any transaction contemplated by Section 801.