Common use of Defeasance of Certain Obligations Clause in Contracts

Defeasance of Certain Obligations. Unless this Section 8.4 is otherwise specified pursuant to Section 2.2.20 to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with any term, provision or condition set forth under Sections 4.2 (except as to corporate existence), 4.3, 4.4, 4.5, 4.6, 4.7, 4.8, and 5.1 (and the failure to comply with any such provisions shall not constitute a Default or Event of Default under Section 6.1) and the occurrence of any event described in clause (e) of Section 6.1 shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, provided that the following conditions shall have been satisfied: (a) With reference to this Section 8.4, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.3) with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars (or such other money or currencies as shall then be legal tender in the United States) and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Securities in the same Foreign Currency, which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, 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 each installment of principal (including mandatory sinking fund or analogous payments) of and any interest on all the Securities of such Series on the dates such installments of interest or principal are due; (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 is a party or by which it is bound; (c) No Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date; (d) the Company shall have delivered to the Trustee an Opinion of Counsel confirming that Holders of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (e) the Company shall have delivered to the Trustee an Officers' Certificate stating the deposit was not made by the Company with the intent of preferring the Holders of the Securities of such Series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and (f) The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the defeasance contemplated by this Section have been complied with.

Defeasance of Certain Obligations. Unless this Section 8.4 is otherwise specified pursuant to specified, as contemplated by Section 2.2.20 301, to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereofseries, the Company may omit to comply with any term, provision or condition set forth under in Sections 4.2 (except as to corporate existence801(c), 4.31007, 4.4, 4.5, 4.6, 4.7, 4.81008 and 1009, and 5.1 (and the failure to comply with any such provisions shall not constitute a Default or Event of Default under Section 6.1) and the occurrence of any event described in clause (e) of Section 6.1 shall not constitute a Default or Event of Default hereunder, omission with respect to the Sections 801(c), 1007, 1008 and 1009, shall not be an Event of Default, in each case with respect to Securities of such Seriesthat series, provided that the following conditions shall have been satisfied: (a) With with reference to this Section 8.4Section, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.3) with the Trustee irrevocably (but subject to the provisions of Section 402 and the last paragraph of Section 1003), as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such the Securities of that series, (i) in lawful money of the case of United States (or, if the Securities of such Series denominated series are payable in a currency other than Dollars, cash lawful money of the payment currency) in Dollars (or such other money or currencies as shall then be legal tender in the United States) and/or U.S. Government Obligationsan amount, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign U.S. Government Securities in the same Foreign Currency, Obligations which through the payment of interest and principal in respect thereof, thereof in accordance with their terms, terms will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the opening of business on the due date dates of any payment payments referred to in clause (A) or (B) of moneythis subparagraph (a) lawful money of the United States in an amount, an amount in cashor (iii) a combination thereof, sufficient, 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 (A) the principal of (and premium, if any) and each installment of principal (including mandatory sinking fund or analogous paymentsand premium, if any) of and any interest on all the Outstanding Securities of that series on the Stated Maturity Date of such principal or installment of principal or interest and (B) any mandatory sinking fund payments or analogous payments applicable to Securities of such Series series on the dates day on which such installments payments are due and payable in accordance with the terms of interest or principal are duethis Indenture and of such Securities and such funds have been deposited for 91 days; (b) Such the Company has paid or caused to be paid all other sums payable with respect to the Outstanding Securities of such series; (c) such deposit shall not in the Opinion of Counsel cause the Trustee with respect to the Securities 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; (d) 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; (ce) No no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default with respect to the Securities of such Series that series shall have occurred and be continuing on the date of such deposit and no Event of Default under Section 501(e) or during Section 501(f) or event which with the period ending giving of notice or lapse of time, or both, would become an Event of Default under Section 501(e) or Section 501(f) shall have occurred and be continuing on the 91st day after such date; (df) the Company shall have has delivered to the Trustee an Opinion of Counsel confirming or a ruling from or published by the United States Internal Revenue Service, to the effect that Holders of the Securities of such Series series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance of certain obligations and will be subject to federal income tax on the same amounts, amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (eg) if the Securities of that series are then listed on any foreign or domestic securities exchange, the Company shall have has delivered to the Trustee an Officers' Certificate stating Opinion of Counsel to the effect that such deposit was and defeasance will not made by the Company with the intent of preferring the Holders of the cause such Securities of such Series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Companyto be delisted; and (fh) The the Company shall have has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the defeasance contemplated by in this Section have been complied withwith and an Opinion of Counsel to the effect that either (i) as a result of such deposit and the related exercise of the Company's option under this Section, registration is not required under the Investment Company Act of 1940, as amended, by the Company, the trust funds representing such deposit or the Trustee or (ii) all necessary registrations under said Act have been effected.

Defeasance of Certain Obligations. Unless If this Section 8.4 is otherwise specified pursuant to specified, as contemplated by Section 2.2.20 301, to be inapplicable applicable to Securities of any Seriesseries, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with any term, provision or condition set forth under in Sections 4.2 (except as to corporate existence)802, 4.31006, 4.4, 4.5, 4.6, 4.7, 4.8, 1008 and 5.1 (and the failure to comply with any such provisions shall not constitute a Default or Event of Default under Section 6.1) and the occurrence of any event described in clause (e) of Section 6.1 shall not constitute a Default or Event of Default hereunder, 1009 with respect to the Securities of such Seriesseries, and any covenants provided pursuant to Sections 301(19), 901(2), 901(7), in each case with respect to Securities of such series, and (b) the occurrence of any event specified in Sections 501(4) (with respect to any of Section 802, 1006, 1008 or 1009, and any such covenants or defaults provided pursuant to Sections 301(19), 901(2), 901(7) or 501(7)) shall be deemed not to be or result in an Event of Default, in each case with respect to Securities of such Series as provided in this Section, provided that the following conditions shall have been satisfied:: 41 (a1) With with reference to this Section 8.41010, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.3403) with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series series denominated in DollarsU.S. dollars, cash in Dollars U.S. dollars (or such other money or currencies as shall then be legal tender in the United States) and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series series denominated in a Foreign Currency (other than a composite basket currency), money and/or Foreign Government Securities in the same Foreign Currency, which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, 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 each installment of principal (and premium, if any) (including mandatory sinking fund or analogous payments) of and any interest on all the Securities of such Series series on the dates such installments instalments of interest or principal are due; (b2) Such such deposit shall not, in the Opinion of Counsel, cause the Trustee with respect to the Securities 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; (3) the trust arising from such deposit shall not constitute a regulated investment company under the Investment Company Act of 1940, as amended, or such trust shall be so qualified; (4) 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; (c5) No 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 series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such datedeposit; (d6) the Company shall have has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel confirming to the effect that Holders of the Securities of such Series series will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit and defeasance of certain obligations and will be subject to federal Federal income tax on the same amounts, 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; (e) the Company shall have delivered to the Trustee an Officers' Certificate stating the deposit was not made by the Company with the intent of preferring the Holders of the Securities of such Series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and (f7) The the Company shall have has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the defeasance contemplated by this Section have been complied with.

Defeasance of Certain Obligations. Unless this Section 8.4 9.4 is otherwise specified pursuant to Section 2.2.20 2.2.12 to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with any term, provision or condition set forth under Sections 4.2 (except as to corporate existence)4.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8, 4.6 and 5.1 and any other covenants established with respect to such Series pursuant to Section 2.2 (and the failure to comply with any such provisions shall not constitute a Default or Event of Default under Section 6.1) and the occurrence of any event described in clause (e) of Section 6.1 shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, provided that the following conditions shall have been satisfied: (a) With reference to this Section 8.49.4, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.39.3) with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars (or such other money or currencies as shall then be legal tender in the United States) and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Securities in the same Foreign Currency, which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, 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 each installment of principal (including mandatory sinking fund or analogous payments) and premium, if any, of and any interest on all the Securities of such Series on the dates such installments of interest or principal are due; (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 is a party or by which it is bound; (c) No Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date; (d) the Company shall have delivered to the Trustee an Opinion of Counsel confirming that Holders of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance of certain obligations and will be subject to federal income tax on the same amountsamount, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (e) the Company shall have delivered to the Trustee an Officers' Certificate stating the deposit was not made by the Company with the intent of preferring the Holders of the Securities of such Series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and (f) The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the defeasance contemplated by this Section have been complied with.

Defeasance of Certain Obligations. Unless If this Section 8.4 is otherwise 10.10 has been specified pursuant to in accordance with Section 2.2.20 3.01 to be inapplicable applicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereofseries, the Company may omit to comply with any term, provision or condition set forth under in Sections 4.2 (except as to corporate existence)10.05, 4.310.06, 4.4, 4.5, 4.6, 4.7, 4.810.07 and 10.08, and 5.1 (Section 5.01(c) with respect to Sections 10.05, 10.06, 10.07 and the failure 10.08 shall be deemed not to comply with any such provisions shall not constitute a Default or be an Event of Default under Section 6.1) and the occurrence of any event described Default, in clause (e) of Section 6.1 shall not constitute a Default or Event of Default hereunder, each case with respect to the Securities of such Seriesthat series, provided that the following conditions shall have been satisfied: (a1) With with reference to this Section 8.410.10, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.3) with the Trustee (or another trustee satisfying the requirements of Section 6.09) irrevocably (irrespective of whether the conditions in subparagraphs (2), (3), (4), (5) (if applicable) and (6) have been satisfied, but subject to the provisions of Section 4.02(c) and the last paragraph of Section 10.03), as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such the Securities of that series and the Coupons, if any, appertaining thereto, (iA) money in an amount in the case of currency or composite currency in which the Securities of such Series denominated in Dollars, cash in Dollars series are payable (or except as otherwise specified with respect to the Securities of such other money or currencies as shall then be legal tender in the United States) and/or U.S. Government Obligationsseries pursuant to Section 3.01), or (iiB) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Securities in the same Foreign Currency, Obligations which through the payment of interest and principal in respect thereof, thereof in accordance with their terms, terms will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the opening of business on the due date of any payment referred to in clause (i) or (ii) of moneythis subparagraph (1) money in an amount, an amount in cashor (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge (i) the principal of (and premium, if any) and each installment of principal (including and premium, if any) and interest, if any, on such Outstanding Securities and Coupons on the Stated Maturity of such principal or installment of principal or interest, (ii) any mandatory sinking fund payments or analogous payments) of and any interest on all payments applicable to the Securities of such Series series on the dates day on which such installments payments are due and payable in accordance with the terms of interest or principal are duethis Indenture and of such Securities and (iii) any repayment of the Securities of such series at the option of the Holder of any of such Securities on any date such repayment is due and payable; (b2) Such such deposit shall not cause the Trustee with respect to the Securities of that series to have a conflicting interest as defined in Section 6.08 and for purposes of the Trust Indenture Act with respect to the Securities of any series; (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 is a party or by which it is bound; (c4) No no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default with respect to the Securities of such Series series shall have occurred and be continuing on the date of such deposit and no Event of Default under Section 5.01(d) or during Section 5.01(e) or event which with the period ending giving of notice or lapse of time, or both, would become an Event of Default under Section 5.01(d) or Section 5.01(e) shall have occurred and be continuing on the 91st day after such date; (d5) if this subparagraph has been specified in accordance with Section 3.01 to be applicable to the Securities of such series, the Company shall have has delivered to the Trustee an Opinion of Counsel confirming to the effect that Holders of the Securities of such Series series and the Coupons, if any, appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance of certain obligations and will be subject to federal income tax on the same amounts, 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; (e) the Company shall have delivered to the Trustee an Officers' Certificate stating the deposit was not made by the Company with the intent of preferring the Holders of the Securities of such Series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and (f6) The the Company shall have has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the defeasance contemplated by this Section have been complied with.

Defeasance of Certain Obligations. Unless The Corporation may take any action provided for in this Section 8.4 is otherwise specified pursuant to Section 2.2.20 to be inapplicable to unless the Securities of any Series, on and after the 91st day after affected series specifically provide that this Section shall not apply to the date of the deposit referred to in subparagraph series. (a) hereofThe Corporation at any time at its option may cease to be under any obligation to comply with Sections 4.03, the Company may omit 5.01, 5.02 and 6.02, or to comply with any term, provision other covenants or condition set forth under Sections 4.2 (except agreements of the Corporation applicable to Securities of that series as to corporate existence), 4.3, 4.4, 4.5, 4.6, 4.7, 4.8which the provisions of this Section are expressly made applicable by the Board Resolution or Resolutions or supplemental indenture contemplated by Sections 2.01 and 2.03, and 5.1 (and the failure to comply with any such provisions shall not constitute a Default or Event of Default under Section 6.1b) and the occurrence of any event described specified in clause Sections 6.01(c) and (ef) of Section 6.1 shall be deemed not constitute a Default to be or result in an Event of Default hereunderDefault, in each case with respect to the Securities of such Seriesa series, provided that effective on the date the following conditions shall have been are satisfied: (a) With with reference to this Section 8.4Section, the Company Corporation has deposited or caused to be irrevocably deposited (except as provided in Section 8.3) with the Trustee as trust funds irrevocably in trust, specifically pledged as security for, for and dedicated solely to, to the benefit of the Holders of such the Securities of that series, (i) lawful money, in the case of currency or currencies in which Securities of such Series denominated that series are payable, in Dollars, cash in Dollars (or such other money or currencies as shall then be legal tender in the United States) and/or U.S. Government Obligationsan amount, or (ii) in if the case of Securities of such Series denominated that series are payable in a Foreign Currency (other than a composite currency)Dollars, money and/or Foreign U.S. Government Securities in the same Foreign Currency, Obligations which through the payment of interest and principal in respect thereof, thereof in accordance with their termsterms (and, as to callable U.S. Government Obligations, regardless of when they are called) will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the opening of business on the due date dates of any payment of moneyprincipal of and interest, if any, on the Securities of that series lawful money of the United States in an amount in cashamount, sufficientor (iii) a combination thereof, 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 each installment of the principal (including mandatory sinking fund or analogous payments) of and any interest interest, if any, on all the Securities of such Series that series on the dates day on which such installments payments are due and payable in accordance with the terms of interest or principal are duethis Indenture and of the Securities of that series; (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 is a party or by which it is bound; (c) No Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date; (d) the Company shall have Corporation has delivered to the Trustee an Opinion of Counsel confirming that Holders of Counsel, to the Securities of such Series will not recognize incomeeffect that, gain or loss for 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 and will be subject in, a taxable event with respect to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred;Holders; and (ec) the Company shall have Corporation has delivered to the Trustee an Officers' Certificate stating the deposit was not made by the Company with the intent of preferring the Holders of the Securities of such Series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and (f) The Company shall have delivered to the Trustee an Officers' Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for Counsel complying with Sections 10.04 and 10.05 relating to the defeasance contemplated by Corporation’s exercise of such option. The trust established pursuant to clause (a) 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 have been complied withand the escrow trust agreement; provided, that the condition specified in clause (a) above is satisfied immediately following any such substitution or substitutions. If any Securities of a series are to be redeemed prior to their stated maturity pursuant to optional redemption provisions the applicable escrow trust agreement shall provide therefor 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. Unless If this Section 8.4 is otherwise 10.09 has been specified pursuant to in accordance with Section 2.2.20 3.01 to be inapplicable applicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereofseries, the Company may omit to comply with any term, provision or condition set forth under in Sections 4.2 (except as to corporate existence)10.05, 4.3, 4.4, 4.5, 4.6, 4.7, 4.810.06 and 10.07, and 5.1 (Section 5.01(c) with respect to Sections 10.05, 10.06 and the failure 10.07 shall be deemed not to comply with any such provisions shall not constitute a Default or be an Event of Default under Section 6.1) and the occurrence of any event described Default, in clause (e) of Section 6.1 shall not constitute a Default or Event of Default hereunder, each case with respect to the Securities of such Seriesthat series, provided that the following conditions shall have been satisfied:when (a1) With with reference to this Section 8.410.09, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.3) with the Trustee irrevocably (irrespective of whether the conditions in Clauses (2), (3), (4), (5) and (6) below have been satisfied, but subject to the provisions of Section 4.02(b) and the last paragraph of Section 10.03) as trust funds in trusttrust for the purpose, (A) moneys, specifically pledged as security foror (B) securities evidencing direct general obligations of, and dedicated solely to, or obligations the benefit payment of the Holders principal and interest of such Securities (i) in the case of Securities of such Series denominated in Dollarswhich are unconditionally guaranteed by, cash in Dollars (or such other money or currencies as shall then be legal tender in the United States) and/or U.S. Government Obligations, which obligations, or (ii) in the case guaranty of Securities which, constitutes the full faith and credit obligation of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Securities in the same Foreign CurrencyUnited States, which through securities shall not be callable or redeemable at the payment option of the issuer and which securities mature and bear interest in such amount and principal in respect at such times as will provide moneys, or (C) a combination thereof, in accordance with their terms, will provide an amount sufficient to pay (without reinvestment) and discharge the principal of (and without reinvestment premium, if any) and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, 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 each installment of principal of (including and premium, if any) and interest, if any, on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest, if any, or any mandatory sinking fund payments or analogous paymentspayments 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 and any interest on all the Securities of such Series on series and the dates such installments of interest or principal are duecoupons, if any, appertaining thereto; (b3) Such such deposit will shall not result in cause the Trustee with respect to the Securities of that series to have a breach or violation of, or constitute a default under, this Indenture or conflicting interest for purposes of the TIA with respect to the Securities of any other agreement or instrument to which the Company is a party or by which it is boundseries; (c4) No no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default with respect to the Securities of such Series that series shall have occurred and or be continuing on the date of such deposit and no Event of Default under Section 5.01(d) or during 5.01(e) or an event which with the period ending 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; (d5) the Company shall have has delivered to the Trustee an Opinion of Counsel confirming to the effect that Holders of the Securities of such Series series and the coupons, if any, appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit and defeasance of certain obligations and will be subject to federal Federal income tax on the same amounts, amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred;; and (e6) the Company shall have has delivered to the Trustee an Officers' Certificate stating the deposit was not made by the Company with the intent of preferring the Holders of the Securities of such Series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and (fA) The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, Counsel each stating that all conditions precedent herein provided for relating to the defeasance in respect of the Securities of such series contemplated by this Section 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. Unless If this Section 8.4 4.04 is otherwise specified pursuant to Section 2.2.20 to be inapplicable applicable to Securities of any Seriesseries, on and after the 91st day after the date of the deposit referred as set forth in an indenture supplemental hereto or Board Resolution with respect to in subparagraph (a) hereofsuch series, the Company may omit to comply with (or elect to have the obligation of the Guarantor released with respect to) any term, provision or condition set forth under Sections 4.2 (except as to corporate existence), 4.3, 4.4, 4.5, 4.6, 4.7, 4.8, and 5.1 (and in the failure to comply with any sections of this Indenture or such provisions shall not constitute a Default or Event of Default under Section 6.1) and the occurrence of any event described in clause (e) of Section 6.1 shall not constitute a Default or Event of Default hereunder, Security with respect to the Securities of such Series, provided that the following conditions shall have been satisfiedseries (“Covenant Defeasance”) if: (a1) With with reference to this Section 8.44.04, the Company or the Guarantor has deposited or caused to be irrevocably deposited (except as provided in Section 8.3) with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such the Securities of that series, (i) money in U.S. dollars (or if the case of Securities of such Series are denominated in Dollarsa currency other than U.S. dollars, cash an amount of the applicable currency) in Dollars (or such other money or currencies as shall then be legal tender in the United States) and/or U.S. Government Obligationsan amount sufficient, or or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign a) U.S. Government Securities in the same Foreign Currency, Obligations which through the payment of interest and principal in respect thereof, thereof in accordance with their terms, terms will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment referred to in clause (A) or (B) of moneythis subparagraph money in an amount, an amount in cashor (b) a combination of such money and such U.S. Government Obligation, 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 (A) the principal of (and premium, if any) and each installment of principal (including and premium, if any) and interest on the Outstanding Securities of that series on the Stated Maturity of such principal or installment of principal or interest and (B) any mandatory sinking fund payments or analogous paymentspayments 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) of and any interest on all such deposit shall not cause the Trustee with respect to the Securities of such Series on that series to have a conflicting interest for purposes of the dates such installments Trust Indenture Act with respect to the Securities of interest or principal are dueany series; (b3) Such such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company or the Guarantor is a party or by which it is bound; (c4) No Default if the deposit referred to in subparagraph (1) of this Section 4.04 is to be made on or Event prior to one year from the Stated Maturity for payment of Default with respect to principal of the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date; (d) Outstanding Securities, the Company and the Guarantor shall have delivered to the Trustee an Opinion of Counsel confirming or a ruling of the Internal Revenue Service, in either case to the effect that Holders of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance of certain obligations and will be subject to federal income tax on the same amounts, 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;; and (e5) the Company and the Guarantor shall have delivered to the Trustee an Officers' ’ Certificate stating the deposit was not made by the Company with the intent and Opinion of preferring the Holders of the Securities of such Series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and Counsel (f) The Company shall have delivered to upon which the Trustee an Officers' Certificate and an Opinion of Counsel, each may conclusively rely) stating that all conditions precedent herein provided for relating to the defeasance contemplated by this Section 4.04 have been complied with.

Defeasance of Certain Obligations. Unless this Section 8.4 is otherwise specified pursuant to Section 2.2.20 to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the The Company may omit to comply with any term, provision or condition set forth under in clauses (iii) and (iv) of Section 5.01 and Sections 4.2 (except as to corporate existence), 4.3, 4.4, 4.5, 4.6, 4.7, 4.84.02 through 4.17, and 5.1 clauses (and the failure to comply with any such provisions shall not constitute a Default or Event of Default under Section 6.1c) and the occurrence (d) of any event described in clause Section 6.01 and clauses (iii) and (iv) of Section 5.01 and Sections 4.02 through 4.17, and clauses (e) and (f) of Section 6.1 6.01 shall be deemed not constitute a Default or Event to be Events of Default hereunderDefault, in each case with respect to the Securities of such Series, provided that the following conditions shall have been satisfiedoutstanding Notes if: (ai) With reference to this Section 8.4, the Company has irrevocably deposited or caused to be irrevocably deposited (except as provided in Section 8.3) with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars (or such other money or currencies as shall then be legal tender in the United States) and/or U.S. Government ObligationsObligations that, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Securities in the same Foreign Currency, which through the payment of interest and principal in respect thereof, thereof in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee)provide, not later than one day before the due date of any payment of moneyreferred to in this clause (i), money in an amount in cash, sufficient, sufficient in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, Trustee to pay and discharge each installment discharge, without consideration of the reinvestment of such interest and after payment of all state and local taxes or other charges and assessments in respect thereof payable by the Trustee, the principal (including mandatory sinking fund or analogous payments) of of, premium, if any, and any accrued interest on all the Securities Notes on the Stated Maturity of such Series on payments or upon earlier redemption in accordance with the dates terms of this Indenture and the Notes and shall have irrevocably instructed the Trustee to apply such installments money to the payment of interest or principal are duesuch principal, premium and interest; (bii) Such immediately after giving effect to such deposit will not result in on a breach or violation ofpro forma basis, no Event of Default, or constitute a default under, this Indenture event that after the giving of notice or any other agreement lapse of time or instrument to which the Company is a party or by which it is bound; (c) No Default or both would become an Event of Default with respect to the Securities of such Series Default, shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st 123rd day after the date of such date;deposit, and such deposit shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; 72 66 (diii) the Company shall have has delivered to the Trustee (x) an Opinion of Counsel confirming to the effect that Holders (A) the creation of the Securities defeasance trust does not violate the Investment Company Act of such Series 1940 and (B) the Holders will not recognize income, gain or loss for federal Bermuda income tax or other tax purposes as a result of such deposit and defeasance of certain obligations, disregarding income tax on any amounts that would have been received but for such exercise of its option under this Section 8.03, and will be subject to federal income tax on the same amounts, amount and in the same manner and at the same times as would have been the case if such deposit deposit, defeasance and defeasance discharge had not occurredoccurred and (C) 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 Sectxxx 000 xx xxx Xxxxxx Xxxxxx Xxxkruptcy 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 (y) either (A) an Opinion of Counsel to the effect that Holders will not recognize income, gain or loss for U.S. income tax or other tax purposes as a result of the Company's exercise of its option under this Section 8.02 and will be subject to income tax on the same amount and in the same manner and at the same time as would have been the case if such option had not been exercised, which Opinion of Counsel must be based upon (and accompanied by a copy of) a ruling published by the Internal Revenue Service to the same effect unless there has been a change in applicable federal income tax law after the Closing Date such that a ruling is no longer required or (B) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel; (eiv) at such time the Notes are listed on a securities exchange, the Company shall have has delivered to the Trustee an Officers' Certificate stating Opinion of Counsel to the deposit was effect that the Notes will not made by the Company with the intent of preferring the Holders of the Securities be delisted as a result of such Series over any other creditors of the Company or with the intent of defeatingdeposit, hindering, delaying or defrauding any other creditors of the Companydefeasance and discharge; and (fv) The the Company shall have has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent herein provided for herein relating to the defeasance contemplated by this Section 8.03 have been complied with.

Defeasance of Certain Obligations. Unless this Section 8.4 is otherwise specified pursuant to Section 2.2.20 501(5) shall not be deemed to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with any term, provision or condition set forth under Sections 4.2 (except as to corporate existence), 4.3, 4.4, 4.5, 4.6, 4.7, 4.8, and 5.1 (and the failure to comply with any such provisions shall not constitute a Default or an Event of Default under Section 6.1) and the occurrence of any event described in clause (e) of Section 6.1 shall not constitute a Default or Event of Default hereunder, with respect to the Securities any series of such SeriesSecurities, provided that the following conditions shall have been satisfied: (a1) With reference to this Section 8.4, the The Company has deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 609), irrevocably deposited (irrespective of whether the conditions in subparagraphs (2), (3), (4) and (5) below have been satisfied and except as provided in Section 8.3) with the Trustee 402(c)), as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities series of Securities, with reference to this Section, (i) money in the case of Securities of such Series denominated in Dollars, cash in Dollars (or such other money or currencies as shall then be legal tender in the United States) and/or U.S. Government Obligationsan amount, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign U.S. Government Securities in the same Foreign Currency, Obligations which through the payment of interest and principal in respect thereof, thereof in accordance with their terms, terms will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one the close of business on the day before prior to the due date of any payment of moneyreferred to in this subparagraph (1) money in an amount, an amount in cashor (iii) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge the principal of (and premium, if any) and each installment of principal (including mandatory sinking fund or analogous payments) of and any interest on all such Outstanding Securities on the Securities Stated Maturity of such Series principal or installment of interest on the dates day on which such installments payments are due and payable in accordance with the terms of interest or principal are due;this Indenture and of such Securities; 1009, 1010 (b2) Such 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; (c3) No Default or no Event of Default with respect to the Securities or event which after notice or lapse of such Series time or both, would become an Event of Default shall have occurred and be continuing on the date of such deposit deposit, and no Event of Default under Section 501(6) or during the period ending 501(7) or event which, after notice or lapse of time or both, would become an Event of Default under Section 501(6) or 501(7) shall have occurred and be continuing on the 91st 31st day after such date; (d4) the Company shall have has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel confirming to the effect that Holders of the such Securities of such Series will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit and defeasance of certain obligations and will be subject to federal Federal income tax on the same amounts, amounts 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; (e) the Company shall have delivered to the Trustee an Officers' Certificate stating the deposit was not made by the Company with the intent of preferring the Holders of the Securities of such Series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and (f5) The the Company shall have has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the defeasance contemplated by this Section have been complied with.

Defeasance of Certain Obligations. Unless this Section 8.4 is The following provisions shall apply to the Securities of each series unless specifically otherwise specified provided in a Board Resolution, Officers' Certificate or indenture supplemental hereto provided pursuant to Section 2.2.20 to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the 301. The Company may omit to comply with any term, provision or condition set forth under in Sections 4.2 (except as to corporate existence)1005, 4.31006, 4.4, 4.5, 4.6, 4.7, 4.81007 and 1008, and 5.1 (and the failure to comply with any such provisions omission with respect to Sections 1005, 1006, 1007 and 1008 shall not constitute a Default or be an Event of Default under Section 6.1) and the occurrence of any event described Default, in clause (e) of Section 6.1 shall not constitute a Default or Event of Default hereunder, each case with respect to the Securities of such Seriesthat series, provided that the following conditions shall have been satisfied: (a1) With with reference to this Section 8.41009, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.3) with the Trustee (or another trustee satisfying the requirements of Section 609) as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such the Securities of that series, (i) money in the case of Securities of such Series denominated in Dollars, cash in Dollars (or such other money or currencies as shall then be legal tender in the United States) and/or U.S. Government Obligationsan amount, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign U.S. Government Securities in the same Foreign Currency, Obligations which through the payment of interest and principal in respect thereof, thereof in accordance with their terms, terms will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment referred to in clause (A) or (B) of moneythis subparagraph (1) money in an amount, an amount in cashor (iii) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge (A) the principal of (and premium, if any) and each installment of principal of (including and premium, if any) and interest on the Outstanding Securities on the Stated Maturity of such principal or installments of principal and interest and (B) any mandatory sinking fund payments or analogous payments) of and any interest on all payments applicable to the Securities of such Series series on the dates day on which such installments payments are due and payable in accordance with the terms of interest or principal are duethis Indenture and of such Securities; (b2) Such such deposit shall not cause the Trustee with respect to the Securities 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; (3) 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; (c4) No Default 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) 60 66 with respect to the Securities of such Series that series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such datedeposit; (d6) the Company shall have has delivered to the Trustee an Opinion of Counsel confirming to the effect that Holders of the Securities of such Series series will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit and defeasance of certain obligations and will be subject to federal Federal income tax on the same amounts, amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (e) the Company shall have delivered to the Trustee an Officers' Certificate stating the deposit was not made by the Company with the intent of preferring the Holders of the Securities of such Series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and (f7) The the Company shall have has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the defeasance contemplated by in this Section have been complied with.

Defeasance of Certain Obligations. Unless If this Section 8.4 is otherwise specified pursuant to specified, as contemplated by Section 2.2.20 301, to be inapplicable applicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereofseries, the Company may omit to comply with any term, provision or condition set forth under in Sections 4.2 (except as to corporate existence), 4.3, 4.4, 4.5, 4.6, 4.7, 4.8, 1008 and 5.1 (and the failure to comply with any such provisions shall not constitute a Default or Event of Default under Section 6.1) and the occurrence of any event described in clause (e) of Section 6.1 shall not constitute a Default or Event of Default hereunder, 1009 with respect to the Securities of such Seriesseries, provided that the following conditions shall have been satisfied: : (a1) With with reference to this Section 8.41010, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.3403) with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series series denominated in DollarsU.S. dollars, cash in Dollars U.S. dollars (or such other money or currencies as shall then be legal tender in the United States) and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated series denomi- 47 55 nated in a Foreign Currency (other than a composite basket currency), money and/or Foreign Government Securities in the same Foreign Currency, which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, 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 each installment instalment of principal (and premium, if any) (including mandatory sinking fund or analogous payments) of and any interest on all the Securities of such Series series on the dates such installments instalments of interest or principal are due; ; (b2) Such such deposit shall not, in the Opinion of Counsel, cause the Trustee with respect to the Securities 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; (3) the trust arising from such deposit shall not constitute a regulated investment company under the Investment Company Act of 1940, as amended, or such trust shall be so qualified; (4) 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; ; (c5) No 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 series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date; deposit; (d6) the Company shall have has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel confirming to the effect that Holders of the Securities of such Series series will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit and defeasance of certain obligations and will be subject to federal Federal income tax on the same amounts, 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; ; and (e7) the Company shall have delivered to the Trustee an Officers' Certificate stating the deposit was not made by the Company with the intent of preferring the Holders of the Securities of such Series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and (f) The Company shall have has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the defeasance contemplated by this Section have been complied with. SECTION 1011.

Defeasance of Certain Obligations. Unless this Section 8.4 is otherwise specified pursuant to Section 2.2.20 to be inapplicable 3.1 with respect to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereofseries, the Company may omit to comply comply, on or after the date the conditions set forth in subsections (a) to (f) of this Section 10.8 are satisfied, with any term, provision or condition set forth under Sections 4.2 (except as to corporate existence), 4.3, 4.4, 4.5, 4.6, 4.7, 4.8, in Section 10.6 and 5.1 (and the failure to comply with any such provisions shall not constitute a Default or Event of Default under Section 6.1) and the occurrence of any event described in clause (e) of Section 6.1 shall not constitute a Default or Event of Default hereunder10.7, with respect to the Securities of such Seriesseries, provided that and with any term, provision or condition set forth in any additional negative or restrictive covenant of the following conditions shall have been satisfied:Company (other than those contained in this Indenture) applicable to the Securities of such series (hereafter called "Covenant Defeasance") as specified pursuant to Section 3.1(q)), if (a) With reference to this Section 8.410.8, the Company has irrevocably deposited or caused to be irrevocably deposited (except as provided in Section 8.3) with the Trustee as trust funds in trusttrust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such the Securities of that series, (i) money in the case of Securities of such Series denominated in Dollars, cash in Dollars (or such other money or currencies as shall then be legal tender in the United States) and/or U.S. Government Obligationsan amount, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign U.S. Government Securities in the same Foreign Currency, Obligations which through the payment of interest and principal in respect thereof, thereof in accordance with their terms, terms will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment referred to in clause (A) or (B) of moneythis subparagraph (1) money in an amount, an amount in cashor (iii) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge discharge, and which shall be applied by the Trustee for such purposes (A) the principal of and any premium and each installment instalment of principal and any (including premium) and interest on the Outstanding Securities of that series on the Stated Maturity or the Redemption Date, as the case may be, of such principal or instalment of principal or interest and (B) any mandatory sinking fund payments or analogous payments) of and any interest on all the payments applicable to Securities of such Series series on the dates day on which such installments payments are due and payable each in accordance with the terms of interest or principal are duethe Indenture and of such Securities; (b) Such deposit Covenant Defeasance shall not cause the Trustee with respect to the Securities of that series to have a conflicting interest as defined in Section 6.8 and for purposes of the Trust Indenture Act with respect to the Securities of any series; (c) Such Covenant Defeasance 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; (cd) 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 that series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such datedeposit; (de) the The Company shall have has delivered to the Trustee an Opinion of Counsel confirming stating that (A) Holders of the Securities of such Series series will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit and defeasance Covenant Defeasance and will be subject to federal Federal income tax on the same amounts, amount and in the same manner and at the same times times, as would have been the case if such deposit and defeasance Covenant Defeasance had not occurred; ; (eB) such Covenant Defeasance would not cause any outstanding Security of such series then listed on any nationally recognized securities exchange to be delisted as a result thereof; and (C) such deposit would not result in the Company shall have delivered to trust arising from such deposit constituting an investment company within the Trustee an Officers' Certificate stating the deposit was not made by the Company with the intent of preferring the Holders meaning of the Securities Investment Company Act of such Series over any other creditors of the Company or with the intent of defeating1940, hindering, delaying or defrauding any other creditors of the Companyas amended from time to time; and (f) The Company shall have has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the defeasance contemplated by this Section have been complied with.

Defeasance of Certain Obligations. Unless this Section 8.4 is otherwise specified pursuant to Section 2.2.20 to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the The Company may omit to comply with any term, provision or condition set forth under in clauses (iii) and (iv) of Section 5.01 and Sections 4.2 (except as to corporate existence), 4.3, 4.4, 4.5, 4.6, 4.7, 4.84.02 through 4.17, and 5.1 clauses (and the failure to comply with any such provisions shall not constitute a Default or Event of Default under Section 6.1c) and the occurrence (d) of any event described in clause Section 6.01 and clauses (iii) and (iv) of Section 5.01 and Sections 4.02 through 4.17, and clauses (e) and (f) of Section 6.1 6.01 shall be deemed not constitute a Default or Event to be Events of Default hereunderDefault, in each case with respect to the Securities of such Series, provided that the following conditions shall have been satisfiedoutstanding Notes if: (ai) With reference to this Section 8.4, the Company has irrevocably deposited or caused to be irrevocably deposited (except as provided in Section 8.3) with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars (or such other money or currencies as shall then be legal tender in the United States) and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Securities in the same Foreign CurrencyFederal Republic of Germany Obligations that, which through the payment of interest and principal in respect thereof, thereof in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee)provide, not later than one day before the due date of any payment of moneyreferred to in this clause (i), money in an amount in cash, sufficient, sufficient in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, Trustee to pay and discharge each installment discharge, without consideration of the reinvestment of such interest and after payment of all state and local taxes or other charges and assessments in respect thereof payable by the Trustee, the principal (including mandatory sinking fund or analogous payments) of of, premium, if any, and any accrued interest on all the Securities Notes on the Stated Maturity of such Series on payments or upon earlier redemption in accordance with the dates terms of 168 68 this Indenture and the Notes and shall have irrevocably instructed the Trustee to apply such installments money to the payment of interest or principal are duesuch principal, premium and interest; (bii) Such immediately after giving effect to such deposit will not result in on a breach or violation ofpro forma basis, no Event of Default, or constitute a default under, this Indenture event that after the giving of notice or any other agreement lapse of time or instrument to which the Company is a party or by which it is bound; (c) No Default or both would become an Event of Default with respect to the Securities of such Series Default, shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st 123rd day after the date of such datedeposit, and such deposit shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (diii) the Company shall have has delivered to the Trustee (x) an Opinion of Counsel confirming to the effect that Holders (A) the creation of the Securities defeasance trust does not violate the Investment Company Act of such Series 1940 and (B) the Holders will not recognize income, gain or loss for federal Bermuda income tax or other tax purposes as a result of such deposit and defeasance of certain obligations, disregarding income tax on any amounts that would have been received but for such exercise of its option under this Section 8.03, and will be subject to federal income tax on the same amounts, amount and in the same manner and at the same times as would have been the case if such deposit deposit, defeasance and defeasance discharge had not occurredoccurred and (C) 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 Sectxxx 000 xx xxx Xxxxxx Xxxxxx Xxxkruptcy 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 (y) either (A) an Opinion of Counsel to the effect that Holders will not recognize income, gain or loss for U.S. income tax or other tax purposes as a result of the Company's exercise of its option under this Section 8.02 and will be subject to income tax on the same amount and in the same manner and at the same time as would have been the case if such option had not been exercised, which Opinion of Counsel must be based upon (and accompanied by a copy of) a ruling published by the Internal Revenue Service to the same effect unless there has been a change in applicable federal income tax law after the Closing Date such that a ruling is no longer required or (B) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel; (eiv) at such time the Notes are listed on a national securities exchange, the Company shall have has delivered to the Trustee an Officers' Certificate stating Opinion of Counsel to the deposit was effect that the Notes will not made by the Company with the intent of preferring the Holders of the Securities be delisted as a result of such Series over any other creditors of the Company or with the intent of defeatingdeposit, hindering, delaying or defrauding any other creditors of the Companydefeasance and discharge; and (fv) The the Company shall have has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent herein provided for 169 69 herein relating to the defeasance contemplated by this Section 8.03 have been complied with.

Defeasance of Certain Obligations. Unless If this Section 8.4 is otherwise specified pursuant to specified, as contemplated by Section 2.2.20 301, to be inapplicable applicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereofseries, the Company may omit to comply with any term, provision or condition set forth under in Sections 4.2 (except as to corporate existence), 4.3, 4.4, 4.5, 4.6, 4.7, 4.8, 1008 and 5.1 (and the failure to comply with any such provisions shall not constitute a Default or Event of Default under Section 6.1) and the occurrence of any event described in clause (e) of Section 6.1 shall not constitute a Default or Event of Default hereunder, 1009 with respect to the Securities of such Seriesseries, provided that the following conditions shall have been satisfied: (a1) With with reference to this Section 8.41010, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.3403) with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series series denominated in DollarsU.S. dollars, cash in Dollars U.S. dollars (or such other money or currencies as shall then be legal tender in the United States) and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series series denominated in a Foreign Currency (other than a composite basket currency), money and/or Foreign Government Securities in the same Foreign Currency, which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, 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 each installment of principal (and premium, if any) (including mandatory sinking fund or analogous payments) of and any interest on all the Securities of such Series series on the dates such installments of interest or principal are due. (2) such deposit shall not, in the Opinion of Counsel, cause the Trustee with respect to the Securities 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 the trust arising from such deposit shall not constitute a regulated investment company under the Investment Company Act of 1940, as amended, or such trust shall be so qualified; (4) 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; (c5) No no Event of Default or event which with notice or lapse of time would become an Event of Default with respect to the Securities securities of such Series series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such datedeposit; (d6) the Company shall have has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel confirming to the effect that Holders of the Securities of such Series series will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit and defeasance of certain obligations and will be subject to federal Federal income tax on the same amounts, 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;; and (e7) the Company shall have has delivered to the Trustee an Officers' Certificate stating the deposit was not made by the Company with the intent of preferring the Holders of the Securities of such Series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and (f) The Company shall have delivered to the Trustee an and Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the defeasance contemplated by this Section have been complied with.

Defeasance of Certain Obligations. Unless this Section 8.4 is otherwise specified pursuant to Section 2.2.20 to be inapplicable 3.01 with respect to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereofseries, the Company may omit to comply comply, on or after the date the conditions set forth in subsections (a) to (f) of this Section 10.08 are satisfied, with any term, provision or condition set forth under Sections 4.2 (except as to corporate existence), 4.3, 4.4, 4.5, 4.6, 4.7, 4.8, in Section 10.06 and 5.1 (and the failure to comply with any such provisions shall not constitute a Default or Event of Default under Section 6.1) and the occurrence of any event described in clause (e) of Section 6.1 shall not constitute a Default or Event of Default hereunder10.07, with respect to the Securities of such Seriesseries, provided that and with any term, provision or condition set forth in any additional negative or restrictive covenant of the following conditions shall have been satisfied:Company (other than those contained in this Indenture) applicable to the Securities of such series (hereafter called "Covenant Defeasance") as specified pursuant to Section 3.01(q)), if (a) With reference to this Section 8.410.08, the Company has irrevocably deposited or caused to be irrevocably deposited (except as provided in Section 8.3) with the Trustee as trust funds in trusttrust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such the Securities of that series, (i) money in the case of Securities of such Series denominated in Dollars, cash in Dollars (or such other money or currencies as shall then be legal tender in the United States) and/or U.S. Government Obligationsan amount, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign U.S. Government Securities in the same Foreign Currency, Obligations which through the payment of interest and principal in respect thereof, thereof in accordance with their terms, terms will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of moneyreferred to in clause 10.08(a)(iii)(A) or 10.08(a)(iii)(B) money in an amount, an amount in cashor (iii) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge discharge, and which shall be applied by the Trustee for such purposes (A) the principal of and any premium and each instalment of principal and any premium and interest on the Outstanding Securities of that series on the Stated Maturity of such principal or installment of principal or interest or the Redemption Date, as the case may be, and (including B) any mandatory sinking fund payments or analogous payments) of and any interest on all the payments applicable to Securities of such Series series on the dates day on which such installments payments are due and payable each in accordance with the terms of interest or principal are duethe Indenture and of such Securities; (b) Such deposit Covenant Defeasance shall not cause the Trustee with respect to the Securities of that series to have a conflicting interest as defined in Section 6.08 and for purposes of the Trust Indenture Act with respect to the Securities of any series; (c) Such Covenant Defeasance 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; (cd) 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 that series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such datedeposit; (de) the The Company shall have has delivered to the Trustee an Opinion of Counsel confirming stating that (i) Holders of the Securities of such Series series will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit and defeasance Covenant Defeasance and will be subject to federal Federal income tax on the same amounts, amount and in the same manner and at the same times times, as would have been the case if such deposit and defeasance Covenant Defeasance had not occurred; ; (eii) such Covenant Defeasance would not cause any outstanding Security of such series then listed on any nationally recognized securities exchange to be delisted as a result thereof; and (iii) such deposit would not result in the Company shall have delivered to trust arising from such deposit constituting an investment company within the Trustee an Officers' Certificate stating the deposit was not made by the Company with the intent of preferring the Holders meaning of the Securities Investment Company Act of such Series over any other creditors of the Company or with the intent of defeating1940, hindering, delaying or defrauding any other creditors of the Companyas amended from time to time; and (f) The Company shall have has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the defeasance contemplated by this Section have been complied with.