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 clauses (3) and (4) under Section 5.01 and Sections 4.03 through 4.17 and Section 4.19, clauses (c) and (d) under Section 6.01 with respect to such clauses (3) and (4) under Section 5.01 and Sections 4.03 through 4.17 and Section 4.19, and clauses (e) and (f) under Section 6.01 shall be deemed not to be Events of Default, in each case with respect to the outstanding Notes if: (1) with reference to this Section 10.03, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10) and conveyed all right, title and interest to the Trustee for the benefit of the Holders, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, specifically pledged to the Trustee for the benefit of the Holders as security for payment of the Accreted Value of, premium, if any, and interest, if any, on the Notes, and dedicated solely to, the benefit of the Holders, in and to (A) money in an amount, (B) 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 (1), 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, premium, if any, and interest on the outstanding Notes on the Stated Maturity of such Accreted Value or interest; provided, that the Trustee shall have been 70 irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to the payment of such principal, premium, if any, and interest with respect to the Notes; (2) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the 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 have a valid first-priority security interest in the trust funds, (C) the Holders 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 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 (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 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 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; (5) if the Notes are then listed on a national securities exchange, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that such deposit defeasance and discharge will not cause the Notes to be delisted; and (6) 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 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, and this Indenture will no longer be in clauses (3effect with respect to, any covenant established pursuant to Section 2.03(r) and (4) under Section 5.01 and Sections 4.03 through 4.17 and Section 4.19, clauses clause (c) and (d) under Section 6.01 with respect to such clauses (3any covenants established pursuant to Section 2.03(r)) and (4) under Section 5.01 and Sections 4.03 through 4.17 and Section 4.19, and clauses (e) and clause (f) under of Section 6.01 shall be deemed not to be Events an Event of Default, in each case with respect to the outstanding Notes if: if (1a) with reference to this Section 10.038.06, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.107.11) and conveyed all right, title and interest to the Trustee for the benefit of the Holders, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, specifically pledged to the Trustee for the benefit of the Holders as security for payment of the Accreted Value of, premium, if any, and interest, if any, on the Notesfor, and dedicated solely to, the benefit of the HoldersHolders of the Securities of such series and the Indenture with respect to the Securities of such series, in and to (Ai) money in an amount, amount or (Bii) 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 (1), 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, premium, if any, and each installment of interest on the outstanding Notes 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 Accreted Value or interest; provided, that series and the Trustee shall have been 70 irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to the payment of such principal, premium, if any, and interest Indenture with respect to the Notes; (2) Securities of 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 series on the date day on which such payments are due and payable in accordance with the terms of the Indenture and of Securities of such deposit; (4) series and 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 have a valid first-priority security interest in the trust funds, (C) the Holders 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 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 (D) after the passage of 123 days following the deposit (except, Indenture with respect to any trust funds for the account Securities 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 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; (5) if the Notes are then listed on a national securities exchange, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that such deposit defeasance and discharge will not cause the Notes to be delisted; and (6) 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 10.03 have been complied with.series;

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 clauses (3effect with respect to, any covenant established pursuant to Section 2.03(r) and (4) under Section 5.01 and Sections 4.03 through 4.17 and Section 4.19, clauses clause (c) and (d) under Section 6.01 with respect to such clauses (3any covenants established pursuant to Section 2.03(r)) and (4) under Section 5.01 and Sections 4.03 through 4.17 and Section 4.19, and clauses (e) and clause (f) under of Section 6.01 shall be deemed not to be Events an Event of Default, in each case with respect to the outstanding Notes if: if (1a) with reference to this Section 10.038.06, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.107.11) and conveyed all right, title and interest to the Trustee for the benefit of the Holders, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, specifically pledged to the Trustee for the benefit of the Holders as security for payment of the Accreted Value of, premium, if any, and interest, if any, on the Notesfor, and dedicated solely to, the benefit of the HoldersHolders of the Securities of such series and the Indenture with respect to the Securities of such series, in and to (Ai) money in an amount, amount or (Bii) 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 (1), 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 interest on the outstanding Notes 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 Accreted Value or interest; provided, that series and the Trustee shall have been 70 irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to the payment of such principal, premium, if any, and interest Indenture with respect to the Notes; (2) Securities of 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 series on the date day on which such payments are due and payable in accordance with the terms of the Indenture and of Securities of such deposit; (4) series and 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 have a valid first-priority security interest in the trust funds, (C) the Holders 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 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 (D) after the passage of 123 days following the deposit (except, Indenture with respect to any trust funds for the account Securities 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 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; (5) if the Notes are then listed on a national securities exchange, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that such deposit defeasance and discharge will not cause the Notes to be delisted; and (6) 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 10.03 have been complied with.series;

Defeasance of Certain Obligations. The Company may omit to comply with any term, provision or condition set forth in clauses (3) Sections 4.03, 4.04, 4.09 and (4) under Section 5.01 4.10 and Sections 4.03 through 4.17 Article Five and Section 4.19, clauses 6.01(3) (c) and (d) under Section 6.01 with respect to such clauses (3Sections 4.03, 4.04, 4.09 and 4.10 and Article Five) and (4) under Section 5.01 and Sections 4.03 through 4.17 and Section 4.19, and clauses (e) and (f) under Section 6.01 shall be deemed not to be Events of Defaultand, in each case with respect to any series of Securities, such omission shall be deemed not to be an Event of Default, provided, that the outstanding Notes iffollowing conditions have been satisfied with respect to such series: (1) with reference to this Section 10.03, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10) and conveyed all rightTrustee, title and interest to the Trustee for the benefit of the Holders, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, specifically pledged to the Trustee for the benefit of the Holders as security for payment of the Accreted Value of, premium, if any, and interest, if any, on the Notesfor, and dedicated solely to, the benefit of the HoldersHolders of such series of Securities, in and to (A) money in an amount, or (B) 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 (1)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, premiumand each installment of interest on, if any, and interest such series of Securities then outstanding on the outstanding Notes date of maturity of such principal or installment of interest or on the Stated Maturity of such Accreted Value or interest; providedredemption date, that as the Trustee shall have been 70 irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to the payment of such principal, premium, if any, and interest with respect to the Notescase may be; (2) Such deposit shall not cause the Trustee with respect to such series of Securities to have a conflicting interest for purposes of the TIA with respect to such series of Securities; (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 boundIndenture; (34) no Default or 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 exist have occurred and be continuing on the date of such depositdeposit 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); (45) 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 (Ai) the creation Holders of the defeasance trust does not violate the United States Investment Company Act such series of 1940, (B) the Holders have a valid first-priority security interest in the trust funds, (C) the Holders Securities 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 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 (Dii) after the passage of 123 90 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 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 subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ ' rights generally) or (2) , 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, (x) no opinion need be given as to the effect of such laws on the trust funds except the following: assuming such trust funds remained in the Trustee's possession of the Trustee prior to such court ruling to the extent not paid to the HoldersHolders of such series of Securities, the Trustee will hold, for the benefit of the HoldersHolders of such series of Securities, 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; (5) if the Notes are then listed on a national securities exchange, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that such deposit defeasance and discharge will not cause the Notes to be delistedotherwise; and (67) 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 10.03 have been complied with. ARTICLE FIVE SUCCESSOR CORPORATION The Company shall not consolidate with or merge into any other person or transfer its properties and assets substantially as an entirety to any person unless: (1) either the Company shall be the continuing corporation, or the person (if other than the Company) formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company substantially as an entirety are transferred shall be a corporation, partnership or trust organized and existing under the laws of the United States of America or any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture; (2) immediately after giving effect to such transaction, no Default or Event of Default exists; and (3) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. The successor corporation formed by such consolidation or into which the Company is merged or to which such transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor corporation had been named as the Company herein, and thereafter the predecessor corporation shall be relieved of all obligations and covenants under the Indenture and the Securities, and in the event of such transfer any such predecessor corporation may be dissolved and liquidated. ARTICLE SIX DEFAULTS AND REMEDIES SECTION 6.01.

Defeasance of Certain Obligations. The Company following provisions shall apply to the Debentures of each series issued on or after November 1, 1997 unless specifically otherwise provided in a Board Resolution, Officers' Certificate or indenture supplemental hereto provided pursuant to Section 301. The Corporation may omit to comply with any term, provision or condition set forth in clauses (3) Sections 1005 and (4) under Section 5.01 1006 and Sections 4.03 through 4.17 and Section 4.19, clauses (c) and (d) under Section 6.01 any such omission with respect to such clauses (3) Sections 1005 and (4) under Section 5.01 and Sections 4.03 through 4.17 and Section 4.19, and clauses (e) and (f) under Section 6.01 1006 shall not be deemed not to be Events an Event of Default, in each case with respect to the outstanding Notes ifDebentures of that series, provided that the following conditions have been satisfied: (1) with reference to this Section 10.031008, the Company Corporation has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10609) and conveyed all right, title and interest to the Trustee for the benefit of the Holders, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, specifically pledged to the Trustee for the benefit of the Holders as security for payment of the Accreted Value of, premium, if any, and interest, if any, on the Notesfor, and dedicated solely to, the benefit of the HoldersHolders of the Debentures of that series, in and to (Ai) money in an amount, or (Bii) non-callable 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) 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 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, of (and premium, if any) and each installment of principal (and premium, if any) and interest on the outstanding Notes Outstanding Debentures on the Stated Maturity of such Accreted Value principal or interestinstallments of principal and interest and (B) any mandatory sinking fund payments or analogous payments applicable to the Debentures 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 Debentures; provided, that (2) such deposit shall not cause the Trustee shall have been 70 irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to the payment of such principal, premium, if any, and interest with respect to the NotesDebentures 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 Debentures of any series; (23) 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 Corporation is a party or by which it is bound; (34) no Default or Event of Default or event which with notice or lapse of time would become an Event of Default with respect to the Debentures of that series shall exist have occurred and be continuing on the date of such deposit; (45) the Company Corporation has delivered to the Trustee an Opinion of Counsel to the effect that (A) the creation Holders of the defeasance trust does not violate the United States Investment Company Act Debentures of 1940, (B) the Holders have a valid first-priority security interest in the trust funds, (C) the Holders 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 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 (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 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 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; (5) if the Notes are then listed on a national securities exchange, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that such deposit defeasance and discharge will not cause the Notes to be delistedoccurred; and (6) the Company Corporation 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 10.03 have been complied with.. ARTICLE THREE MISCELLANEOUS PROVISIONS

Defeasance of Certain Obligations. The Company may omit to comply with any term, provision or condition set forth in [DELETE: clauses (3iii) and (4iv) under of Section 5.01 4.01 and] Sections 3.03 through 3.14 of this Indenture, and Sections 4.03 through 4.17 and Section 4.19, clauses clause (c) and (d) under of Section 6.01 5.01 of this Indenture with respect to such [DELETE: clauses (3iii) and (4iv) under of Section 5.01 and 4.01 and] Sections 4.03 3.03 through 4.17 and Section 4.193.14 of this Indenture, and clauses (d), (e) and (fh) under of Section 6.01 5.01 of this Indenture shall be deemed not to be Events of Default, and Article Eleven of this Indenture shall no longer apply, in each case with respect to the outstanding Notes Securities 123 days after the deposit referred to in clause (i) below if: (1i) with reference to this Section 10.037.03, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 7.106.09 of this Indenture) and conveyed all right, title and interest to the Trustee for the benefit of the Holders, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, specifically pledged to the Trustee for the benefit of the Holders as security for payment of the Accreted Value principal of, premium, if any, and interest, if any, on the NotesSecurities, and dedicated solely to, the benefit of the Holders, in and to (A) money in an amount, (B) 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 (1i), 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, premium, if any, and interest on the outstanding Notes Securities on the Stated Maturity of such Accreted Value principal or interest; provided, provided that the Trustee shall have been 70 irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to the payment of such said principal, premium, if any, and interest with respect to the NotesSecurities; (2) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the 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 and provided further that (A) the creation of the defeasance trust does not violate the United States Investment Company Act of 1940, (B) the Holders have a valid first-priority security interest in the trust funds, (C) the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit from and defeasance of 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 and (D) after the passage time 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 money or U.S. Government Obligations deposited shall not be subject to the effect of Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or Section 15 rights of the New York Debtor and Creditor Law in a case commenced by holders or against the Company under either such statute, and either (1) the trust funds will no longer remain the property owners of the Company (and therefore will not be subject Senior Indebtedness pursuant to the effect provisions 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; (5) if the Notes are then listed on a national securities exchange, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that such deposit defeasance and discharge will not cause the Notes to be delisted; and (6) 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 10.03 have been complied with.Article Eleven;

Defeasance of Certain Obligations. The Company may omit to comply with any term, provision or condition set forth in [DELETE: clauses (3iii) and (4iv) under of Section 5.01 4.01 and] Sections 3.03 through 3.15 of this Indenture, and Sections 4.03 through 4.17 and Section 4.19, clauses clause (c) and (d) under of Section 6.01 5.01 of this Indenture with respect to such [DELETE: clauses (3iii) and (4iv) under of Section 5.01 and 4.01 and] Sections 4.03 3.03 through 4.17 and Section 4.193.15 of this Indenture, and clauses (d), (e) and (fh) under of Section 6.01 5.01 of this Indenture shall be deemed not to be Events of Default, in each case with respect to the outstanding Notes Securities 123 days after the deposit referred to in clause (i) below if: (1i) with reference to this Section 10.037.03, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 7.106.09 of this Indenture) and conveyed all right, title and interest to the Trustee for the benefit of the Holders, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, specifically pledged to the Trustee for the benefit of the Holders as security for payment of the Accreted Value principal of, premium, if any, and interest, if any, on the NotesSecurities, and dedicated solely to, the benefit of the Holders, in and to (A) money in an amount, (B) 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 (1i), 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, premium, if any, and interest on the outstanding Notes Securities on the Stated Maturity of such Accreted Value principal or interest; provided, provided that the Trustee shall have been 70 irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to the payment of such principal, premium, if any, and interest with respect to the NotesSecurities; (2ii) 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; (3iii) no Default or Event of Default shall exist have occurred and be continuing on the date of such deposit; (4iv) 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 have a valid first-priority security interest in the trust funds, (C) the Holders 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 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 (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 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 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; (5) if the Notes are then listed on a national securities exchange, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that such deposit defeasance and discharge will not cause the Notes to be delistedoccurred; and (6v) 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 10.03 7.03 have been complied with.. A-12

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 effect with respect to, any covenant in Article 4 or Section 5.01 and clauses (3iii), (iv) and (4vii) under Section 5.01 and Sections 4.03 through 4.17 and Section 4.19, clauses (c) and (d) under of Section 6.01 with respect to such clauses (3) and (4) under Section 5.01 and Sections 4.03 through 4.17 and Section 4.19, and clauses (e) and (f) under Section 6.01 Article 11 shall be deemed not to be Events an Event of Default, in each case with respect to the outstanding Notes if: (1A) with reference to this Section 10.038.03, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 7.107.08) and conveyed all right, title and interest to the Trustee for the benefit of the Holders, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, specifically pledged to the Trustee for the benefit of the Holders as security for payment of the Accreted Value of, premium, if any, and interest, if any, on the Notesfor, and dedicated solely to, the benefit of the HoldersHolders 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) 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 (1), 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 interest on the outstanding Notes on the Stated Maturity of such Accreted Value due date thereof or interest; provided, that the Trustee shall have been 70 earlier redemption (irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations provided for under arrangements satisfactory to the payment of such principalTrustee), premium, if anyas the case may be, and interest (y) any mandatory sinking fund payments or analogous payments applicable to the Notes and this Indenture with respect to the Notes on the day on which such payments are due and payable in accordance with the terms of the Notes and this Indenture with respect to the Notes; (2) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the 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 have a valid first-priority security interest in the trust funds, (C) the Holders 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 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 (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 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 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; (5) if the Notes are then listed on a national securities exchange, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that such deposit defeasance and discharge will not cause the Notes to be delisted; and (6) 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 10.03 have been complied with.;

Defeasance of Certain Obligations. The If this Section is specified, as contemplated by Section 301, to be applicable to Securities of any series, the Company may omit to comply with any term, provision or condition set forth in clauses (3) Sections 801, 1005 and (4) under Section 5.01 1006, and Sections 4.03 through 4.17 and Section 4.19, clauses (c) and (d) under Section 6.01 any such omission with respect to such clauses (3) Sections 801, 1005 and (4) under Section 5.01 and Sections 4.03 through 4.17 and Section 4.191006, and clauses (e) and (f) under Section 6.01 shall not be deemed not to be Events 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: (1a) with reference to this Section 10.03Section, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10609) and conveyed all right, title and interest irrevocably (but subject to the Trustee for provisions of Section 402 and the benefit last paragraph of the HoldersSection 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 the Holders as security for payment of the Accreted Value of, premium, if any, and interest, if any, on the Notesfor, and dedicated solely to, the benefit of the HoldersHolders of the Securities of that series, in and to (Ai) lawful money of the United States in an amount, or (Bii) 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 dates of any payment referred to in this clause (1), A) or (B) of this subparagraph (a) lawful money of the United States 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, of (and premium, if any) and each installment of principal (and premium, if any) and interest on the outstanding Notes Outstanding Securities of that series on the Stated Maturity Date of such Accreted Value principal or interest; provided, that the Trustee shall have been 70 irrevocably instructed to apply such money installment of principal or the proceeds of such U.S. Government Obligations to the payment of such principal, premium, if any, interest and interest with respect to the Notes; (2) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the 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 have a valid first-priority security interest in the trust funds, (C) the Holders will not recognize income, gain any mandatory sinking fund payments or loss for federal income tax purposes as a result analogous payments applicable to Securities of such deposit and defeasance of certain obligations and will be subject to federal income tax series on the same amount day on which such payments are due and payable in accordance with the same manner terms of this Indenture and at the same times as would have been the case if of such deposit and defeasance had not occurred 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 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 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 SubsidiariesSecurities; (5) if the Notes are then listed on a national securities exchange, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that such deposit defeasance and discharge will not cause the Notes to be delisted; and (6) 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 10.03 have been complied with.54

Defeasance of Certain Obligations. The Company may omit to comply with any term, provision or condition set forth in clauses clause (3iii) and clause (iv) of Section 6.01(a), Sections 4.03 through 4.18, Section 4.21, Sections 5.02 through 5.06, and subsection (d) of Section 7.01 with respect to clause (iii) and clause (iv) of Section 6.01, Sections 4.03 through 4.17, Sections 4.22, 4.23, Sections 5.02 through 5.06, and subsections (e), (f), (h), (i) and (4j) under of Section 5.01 and Sections 4.03 through 4.17 and Section 4.19, clauses (c) and (d) under Section 6.01 with respect to such clauses (3) and (4) under Section 5.01 and Sections 4.03 through 4.17 and Section 4.19, and clauses (e) and (f) under Section 6.01 7.01 shall be deemed not to be Events of Default, in each case Default with respect to the outstanding Notes Securities, and the assets and property held in 113 122 the Trust Estate shall be released, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same if: (1i) with reference to this Section 10.0311.03, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 7.108.10) and conveyed all right, title and interest to the Trustee for the benefit of the Holders, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, specifically pledged to the Trustee for the benefit of the Holders as security for payment of the Accreted Value principal of, premium, if any, and interest, if any, on the NotesSecurities, and dedicated solely to, the benefit of the Holders, in and to (A) money in an amount, (B) U.S. Government Obligations that, through the payment of interest and principal in respect thereof in accordance with their terms, will shall provide, not later than one day before the due date of any payment referred to in this clause (1i), 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, premium, if any, and interest on the outstanding Notes Securities on the Stated Maturity of such Accreted Value principal or interest; provided, provided that the Trustee shall have been 70 irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to the payment of such principal, premium, if any, and interest with respect to the NotesSecurities; (2ii) such deposit will 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 is a party or by which it is bound; (3iii) no Default or Event of Default shall exist have occurred and be continuing on the date of such deposit and after giving effect to such deposit; (4iv) 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 have a valid first-priority security interest in the trust funds, (C) the Holders will shall not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance of certain obligations and will shall 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 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), 114 123 the trust funds will shall not be subject to the effect of Sxxxxxx Sectxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy 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 either (1) the trust funds will shall no longer remain the property of the Company (and therefore will shall 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 shall 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 shall 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 shall be subject to any prior rights of holders of other Indebtedness of the Company or any of its Subsidiaries; (5v) if the Notes Securities are then listed on a national securities exchange, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that such deposit defeasance and discharge will shall not cause the Notes Securities to be delisted; and (6vi) 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 10.03 11.03 have been complied with. SECTION 11.04.

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 4.03 through 4.17 and Section 4.19, clauses (c) and (d) under Section 6.01 with respect to such clauses (3) and (4) under Section 5.01 and Sections 4.03 through 4.17 and Section 4.19, and clauses (e) and (f) under Section 6.01 shall be deemed not to be Events of Default, in each case with respect to the outstanding Notes if: (1) with reference to this Section 10.03, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10) and conveyed all right, title and interest to the Trustee for the benefit of the Holders, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, specifically pledged to the Trustee for the benefit of the Holders as security for payment of the Accreted Value of, premium, if any, and interest, if any, on the Notes, and dedicated solely to, the benefit of the Holders, in and to (A) money in an amount, (B) 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 (1), 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, premium, if any, and interest on the outstanding Notes on the Stated Maturity of such Accreted Value or interest; provided, provided that the Trustee shall have been 70 irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations obligations to the payment of such principal, premium, if any, and interest with respect to the Notes; (2) such 69 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 have a valid first-priority security interest in the trust funds, (C) the Holders 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 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 (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 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 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; (5) if the Notes are then listed on a national securities exchange, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that such deposit defeasance and discharge will not cause the Notes to be delisted; and (6) 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 10.03 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 clauses (3effect with respect to, any covenant established pursuant to Section 2.03(r) and (4) under Section 5.01 and Sections 4.03 through 4.17 and Section 4.19, clauses clause (c) and (d) under Section 6.01 with respect to such clauses (3any covenants established pursuant to Section 2.03(r)) and (4) under Section 5.01 and Sections 4.03 through 4.17 and Section 4.19, and clauses (e) and clause (f) under of Section 6.01 shall be deemed not to be Events an Event of Default, in each case Default with respect to the outstanding Notes if: Securities of any series, if (1a) with reference to this Section 10.038.06, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.107.11) and conveyed all right, title and interest to the Trustee for the benefit of the Holders, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, specifically pledged to the Trustee for the benefit of the Holders as security for payment of the Accreted Value of, premium, if any, and interest, if any, on the Notesfor, and dedicated solely to, the benefit of the HoldersHolders of the Securities of such series and the Indenture with respect to the Securities of such series, in and to (Ai) money in an amount, amount or (Bii) 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 (1), 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 interest on the outstanding Notes 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 Accreted Value or interest; provided, that series and the Trustee shall have been 70 irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to the payment of such principal, premium, if any, and interest Indenture with respect to the Notes; (2) Securities of 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 series on the date day on which such payments are due and payable in accordance with the terms of the Indenture and of Securities of such deposit; (4) series and 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 have a valid first-priority security interest in the trust funds, (C) the Holders 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 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 (D) after the passage of 123 days following the deposit (except, Indenture with respect to any trust funds for the account Securities 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 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; (5) if the Notes are then listed on a national securities exchange, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that such deposit defeasance and discharge will not cause the Notes to be delisted; and (6) 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 10.03 have been complied with.series;