Common use of Defeasance upon Deposit of Moneys or U.S. Government Obligations Clause in Contracts

Defeasance upon Deposit of Moneys or U.S. Government Obligations. The Company shall be deemed to have been Discharged (as defined below) from its obligations with respect to the Debentures of any series on the 91st day after the applicable conditions set forth below have been satisfied: (a) the Company shall have deposited or caused to be deposited irrevocably with the Trustee or the Defeasance Agent (as defined below) as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the holders of the Debentures of such series: (i) money in an amount; or (ii) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount; or (iii) a combination of (i) and (ii), sufficient, in the opinion (with respect to (ii) and (iii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee and the Defeasance Agent, if any, to pay and discharge each installment of principal of and interest on the outstanding Debentures of such series on the dates such installments of principal and interest are due; (b) if the Debentures of such series are then listed on any national Debentures exchange, the Company shall have delivered to the Trustee and the Defeasance Agent, if any, an Opinion of Counsel to the effect that the exercise of the option under this Section 11.05 would not cause such Debentures to be delisted from such exchange; (c) no Default or Event of Default with respect to the Debentures shall have occurred and be continuing on the date of such deposit; (d) the Company shall have delivered to the Trustee and the Defeasance Agent, if any, an Opinion of Counsel to the effect that holders of the Debentures of such series will not recognize income, gain or loss for United States federal income tax purposes as a result of the exercise of the option under this Section 11.05 and will be subject to United States federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised; (e) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (f) such deposit shall not result in an Investment Company Event, or such trust shall be qualified under such Act or exempt from regulation thereunder; and (g) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 2.12 have been complied with.

Defeasance upon Deposit of Moneys or U.S. Government Obligations. The At the Company’s option, either (a) the Company shall be deemed to have been Discharged (as defined below) from its obligations with respect to Notes and the Debentures Subsidiary Guarantors shall be deemed to have been discharged from their obligations under their Guarantees in respect of the Notes (“legal defeasance option”) or (b) the Company shall cease to be under any series on obligation to comply with any term, provision or condition set forth in Sections 10.1, 12.2, 12.7, 12.8, 12.9, 12.10 and 12.11 with respect to Notes and the 91st day Subsidiary Guarantors shall cease to be under any obligation to comply with any term, provision or condition set forth in Section 16.11 (or comparable provisions of its Guarantee if not set forth in Article 16) with respect to their Guarantees in respect of the Notes (“covenant defeasance option”) at any time after the applicable conditions set forth below have been satisfied: (a) the The Company shall have deposited or caused to be deposited irrevocably with the Trustee or the Defeasance Agent (as defined below) as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the holders of the Debentures of such series: Notes (i) money in an amount; , or (ii) U.S. Government Obligations (as defined below) which through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount; , or (iii) a combination of (i) and (ii), sufficient, in the opinion (with respect to (iii) and (iiiii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee and the Defeasance Agent, if anyTrustee, to pay and discharge each installment of principal (including any mandatory sinking fund payments) of and premium, if any, and interest on on, the outstanding Debentures of such series Outstanding Notes on the dates such installments of interest or principal and interest premium are due; (b) if Such deposit shall not cause the Debentures Trustee to have a conflicting interest as defined in Section 6.8 and for purposes of such series the Trust Indenture Act; (c) Such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company or any Subsidiary Guarantor is a party or by which it is bound; (d) If the Notes are then listed on any national Debentures securities exchange, the Company shall have delivered to the Trustee and the Defeasance Agent, if any, an Opinion of Counsel or a letter or other document from such exchange to the effect that the Company’s exercise of the its option under this Section 11.05 would not cause such Debentures Notes to be delisted from such exchangedelisted; (ce) no Default or No Event of Default with respect to the Debentures or Default shall have occurred and be continuing on the date of such depositdeposit and, with respect to the legal defeasance option only, no Event of Default under Section 5.1(f) or Section 5.1(g) or event which with the giving of notice or lapse of time, or both, would become an Event of Default under Section 5.1(f) or Section 5.1(g) shall have occurred and be continuing on the 91st day after such date; (df) the The Company shall have delivered to the Trustee and the Defeasance Agent, if any, an Opinion of Counsel or a ruling from the Internal Revenue Service to the effect that the holders of the Debentures of such series Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit, defeasance or Discharge. Notwithstanding the exercise foregoing, if the Company exercises its covenant defeasance option and an Event of Default under Section 5.1(f) or Section 5.1(g) or event which, with the giving of notice or lapse of time, or both, would become an Event of Default under Section 5.1(f) or Section 5.1(g) shall have occurred and be continuing on the 91st day after the date of such deposit, the obligations of the Company and the Subsidiary Guarantors referred to under the definition of covenant defeasance option under this Section 11.05 and will with respect to such Notes shall be subject to United States federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised;reinstated; and (eg) the The Company shall have delivered to the Trustee an Officers' ’ Certificate stating that certifying the deposit was not made by conditions set forth in clauses (a) through (f) of this Section 14.2 have been satisfied. Upon Discharge (or if the Company exercised its covenant defeasance option and no Event of Default under Section 5.1(f) or Section 5.1(g) or event which, with the intent giving of preferring notice or lapse of time, or both, would become an Event of Default under Section 5.1(f) or Section 5.1(g) shall have occurred and be continuing on the Holders over any other creditors 91st day after the requisite deposit, then on such 91st day (or, if earlier, on the Collateral Release Date)) the Collateral pledged under the Collateral Documents will be released and the Trustee, on demand of the Company, shall execute such documents as shall be necessary to release the Collateral and to terminate the obligations of the Company under the Collateral Documents (and, upon Discharge (or with such 91st day), the intent of defeating, hindering, delaying or defrauding any other creditors obligations of the Company; (f) Company and the Subsidiary Guarantors under Article 15 shall terminate); provided that no such deposit release or termination shall not result in an Investment Company Event, or such trust shall be qualified under such Act or exempt from regulation thereunder; and (g) affect the Company shall have delivered to Collateral Documents insofar as they secure obligations other than the Trustee an Officers' Certificate Notes and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 2.12 have been complied withGuarantees.

Defeasance upon Deposit of Moneys or U.S. Government Obligations. The Company Corporation shall be deemed to have been Discharged (as defined below) from its obligations with respect to the Debentures Notes of any series on the 91st day after the applicable conditions set forth below have been satisfied: (a) the Company Corporation shall have deposited or caused to be deposited irrevocably with the Trustee or the Defeasance Agent (as defined below) as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the holders of the Debentures Notes of such series: series (i) money in an amount; , or (ii) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount; , or (iii) a combination of (i) and (ii), sufficient, in the opinion (with respect to (ii) and (iii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee and the Defeasance Agent, if any, to pay and discharge each installment of principal of and interest on the outstanding Debentures Outstanding Notes of such series on the dates such installments of principal and interest are due; (b) if the Debentures Notes of such series are then listed on any national Debentures securities exchange, the Company Corporation shall have delivered to the Trustee and the Defeasance Agent, if any, an Opinion of Counsel to the effect that the exercise of the option under this Section 11.05 12.05 would not cause such Debentures Notes to be delisted from such exchange; (c) no Default or Event of Default (or any event which, after notice or the lapse of time or both would become, a Default or an Event of Default) with respect to the Debentures Notes of such series shall have occurred and be continuing on the date of such deposit;; and (d) the Company Corporation shall have delivered to the Trustee and the Defeasance Agent, if any, an Opinion of Counsel to the effect that holders of the Debentures Notes of such series will not recognize income, gain or loss for United States federal income tax purposes as a result of the exercise of the option under this Section 11.05 12.05 and will be subject to United States federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised; (e) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (f) such deposit shall not result in an Investment Company Event, or such trust shall be qualified under such Act or exempt from regulation thereunder; and (g) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 2.12 have been complied with.

Defeasance upon Deposit of Moneys or U.S. Government Obligations. The At the Company's option, either (a) the Company shall be deemed to have been Discharged (as defined below) from its obligations with respect to the Debentures Securities of any series on the 91st first day after the applicable conditions set forth below have been satisfied or (b) the Company shall cease to be under any obligation to comply with any term, provision or condition set forth in Section 6.05 with respect to Securities of any series (and, if so specified pursuant to Section 3.01, any other restrictive covenant added for the benefit of such series pursuant to Section 3.01) at any time after the applicable conditions set forth below have been satisfied: (a) the The Company shall have deposited or caused to be deposited irrevocably with the Trustee or the Defeasance Paying Agent (as defined below) as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the holders of the Debentures Securities of such series: series (i) money in an amount; , or (ii) U.S. Government Obligations which (as defined below) 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, money in an amount; amount or (iii) a combination of (i) and (ii), sufficient, in the opinion (with respect to (ii) and (iii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee and the Defeasance Agent, if any, sufficient to pay and discharge each installment of principal (including any mandatory sinking fund payments) of and premium, if any, and interest on on, the outstanding Debentures Outstanding Securities of such series on the dates such installments of interest or principal and interest premium are due; (b) if If the Debentures Securities of such series are then listed on any national Debentures exchangethe New York Stock Exchange, the Company shall have delivered to the Trustee and the Defeasance Agent, if any, an Opinion of Counsel to the effect that the Company's exercise of the its option under this Section 11.05 would not cause such Debentures Securities to be delisted from such exchangedelisted; (c) no No Event of Default or event (including such deposit) that, with notice or lapse of time, or both, would become an Event of Default with respect to the Debentures Securities of such series shall have occurred and be continuing on the date of such deposit;; and (d) the The Company shall have delivered to the Trustee and the Defeasance Agent, if any, an Opinion of Counsel to the effect that holders of the Debentures Securities of such series will not recognize income, gain or loss for United States U.S. federal income tax purposes as a result of the Company's exercise of the its option under this Section 11.05 and will be subject to United States federal income tax on the same amount amounts and in the same manner and at the same times as would have been the case if such option action had not been exercised; (e) exercised and, in the Company shall have delivered case of the Securities of such series being Discharged accompanied by a ruling to the Trustee an Officers' Certificate stating that the deposit was not made effect received from or published by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (f) such deposit shall not result in an Investment Company Event, or such trust shall be qualified under such Act or exempt from regulation thereunder; and (g) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 2.12 have been complied withInternal Revenue Service.

Defeasance upon Deposit of Moneys or U.S. Government Obligations. (a) The Company may, at its option and at any time, elect to have either paragraph (b) or paragraph (c) below be applied to the outstanding Securities of any Series upon compliance with the applicable conditions set forth in paragraph (d). (b) Upon the Company's exercise under paragraph (a) of the option applicable to this paragraph (b), the Company shall be deemed to have been Discharged (as defined below) released and discharged from its respective obligations with respect to the Debentures outstanding Securities of any series a Series on the 91st day after date the applicable conditions set forth below have been satisfied: are satisfied (a) hereinafter, "Legal Defeasance"). For this purpose, such Legal Defeasance means that the Company shall be deemed to have deposited or caused paid and discharged the entire Indebtedness represented by the outstanding Securities of a Series, which shall thereafter be deemed to be deposited irrevocably with "outstanding" only for the Trustee or the Defeasance Agent (as defined below) as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit purposes of the holders of the Debentures of such series: (i) money Sections and matters under this Indenture referred to in an amount; or (ii) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount; or (iii) a combination of (i) and (ii)) below, sufficientand to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned, in except for the opinion following which shall survive until otherwise terminated or discharged hereunder: (with respect to (iii) and (iii)) the rights of Holders of outstanding Securities of a nationally recognized firm Series to receive solely from the trust fund described in paragraph (d) below and as more fully set forth in such paragraph, payments in respect of independent public accountants expressed in a written certification thereof delivered to the Trustee and the Defeasance Agent, if any, to pay and discharge each installment of principal of and interest on the outstanding Debentures of such series on the dates Securities when such installments of principal payments are due and interest are due; (ii) obligations listed in Section 8.02, subject to compliance with this Section 8.01. The Company may exercise its option under this paragraph (b) if notwithstanding the Debentures prior exercise of its option under paragraph (c) below with respect to such series are then listed on any national Debentures exchangeSecurities. (c) Upon the Company's exercise under paragraph (a) of the option applicable to this paragraph (c), the Company shall have delivered be released and discharged from the obligations under any covenant contained in Article Five and any other covenant contained in the Authorizing Resolution or supplemental indenture relating to such Series to the Trustee extent provided for therein, on and after the date the conditions set forth below are satisfied (hereinafter, "Covenant Defeasance"), and the Defeasance Agent, if any, an Opinion of Counsel to the effect that the exercise of the option under this Section 11.05 would not cause such Debentures to be delisted from such exchange; (c) no Default or Event of Default with respect to the Debentures shall have occurred and be continuing on the date Securities of such deposit; (d) the Company Series shall have delivered to the Trustee and the Defeasance Agent, if any, an Opinion of Counsel to the effect that holders of the Debentures of such series will not recognize income, gain or loss for United States federal income tax purposes as a result of the exercise of the option under this Section 11.05 and will be subject to United States federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised; (e) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (f) such deposit shall not result in an Investment Company Event, or such trust shall be qualified under such Act or exempt from regulation thereunder; and (g) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 2.12 have been complied with.thereafter

Defeasance upon Deposit of Moneys or U.S. Government Obligations. The At the Company’s option, either (a) the Company shall be deemed to have been Discharged (as defined below) from its obligations with respect to the Debentures Debt Securities of any series on and the 91st day Guarantors shall be deemed to have been discharged from their obligations under their Guarantees in respect of such Debt Securities (“legal defeasance option”) or (b) the Company shall cease to be under any obligation to comply with any term, provision or condition set forth in Sections 5.01, 4.03, and 4.08 with respect to the Debt Securities of any series or with any additional specified terms, provisions or conditions set forth in any Board Resolution, Officers’ Certificate or supplemental indenture that establishes the terms of the Debt Securities of any series and the Guarantors shall cease to be under any obligation to comply with any term, provision or condition set forth in Section 10.11 (or comparable provisions of its Guarantee if not set forth in Article X) with respect to their Guarantees in respect of the Debt Securities (“covenant defeasance option”) at any time after the applicable conditions set forth below have been satisfied: (a) the The Company shall have deposited or caused to be deposited irrevocably with the Trustee or the Defeasance Agent (as defined below) as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the holders of the Debentures Holders of such series: Debt Securities (i) money in an amount; , or (ii) U.S. Government Obligations (as defined below) which through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount; , or (iii) a combination of (i) and (ii), sufficient, in the opinion (with respect to (iii) and (iiiii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee and the Defeasance Agent, if anyTrustee, to pay and discharge each installment of principal (including any mandatory sinking fund payments) of and premium, if any, and interest on on, the outstanding Debentures Outstanding Debt Securities of such series on the dates such installments of interest or principal and interest premium are due; (b) if Such deposit shall not cause the Debentures Trustee to have a conflicting interest as defined in Section 7.08 and for purposes of the Trust Indenture Act; (c) Such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company or any Guarantor is a party or by which it is bound; (d) If the Debt Securities of such series are then listed on any national Debentures securities exchange, the Company shall have delivered to the Trustee and the Defeasance Agent, if any, an Opinion of Counsel or a letter or other document from such exchange to the effect that the Company’s exercise of the its option under this Section 11.05 would not cause such Debentures Debt Securities to be delisted from such exchangedelisted; (ce) no Default or No Event of Default with respect to the Debentures or Default shall have occurred and be continuing on the date of such deposit and, with respect to the legal defeasance option only, no Event of Default under Section 6.01(d) or Section 6.01(e) or event which with the giving of notice or lapse of time, or both, would become an Event of Default under Section 6.01(d) or Section 6.01(e) shall have occurred and be continuing on the 91st day after such date. Notwithstanding the foregoing, if the Company exercises its covenant defeasance option and an Event of Default under Section 6.01(d) or Section 6.01(e) or event which, with the giving of notice or lapse of time, or both, would become an Event of Default under Section 6.01(d) or Section 6.01(e) shall have occurred and be continuing on the 91st day after the date of such deposit, the obligations of the Company and the Guarantors referred to under the definition of covenant defeasance option with respect to such Debt Securities shall be reinstated; (df) the The Company shall have delivered to the Trustee and the Defeasance Agent, if any, an Opinion of Counsel or a ruling from the Internal Revenue Service to the effect that holders the Holders of the Debentures Debt Securities of such series will not recognize income, gain or loss for United States federal income tax purposes as a result of the exercise of the option under this Section 11.05 and will be subject to United States federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised;deposit, defeasance or Discharge; and (eg) the The Company shall have delivered to the Trustee an Officers' ’ Certificate stating that certifying the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; conditions set forth in clauses (a) through (f) such deposit shall not result in an Investment Company Event, or such trust shall be qualified under such Act or exempt from regulation thereunder; and (g) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 2.12 8.04 have been complied withsatisfied.

Defeasance upon Deposit of Moneys or U.S. Government Obligations. The Company shall be deemed to have been Discharged (as defined below) from its obligations with respect to the Debentures of any series Securities on the 91st day after the applicable conditions set forth below have been satisfied: (a) the Company shall have deposited or caused to be deposited irrevocably with the Trustee or the Defeasance Agent (as defined below) as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the holders of the Debentures of such series: Securities (i) money in an amount; , or (ii) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount; , or (iii) a combination of (i) and (ii), sufficient, in the opinion (with respect to (ii) and (iii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee and the Defeasance Agent, if any, to pay and discharge each installment of principal of and interest and premium, if any, on the outstanding Debentures of such series Securities on the dates such installments of principal and principal, interest or premium are due; (b) if the Debentures of such series Securities are then listed on any national Debentures securities exchange, the Company shall have delivered to the Trustee and the Defeasance Agent, if any, an Opinion of Counsel to the effect that the exercise of the option under this Section SECTION 11.05 would not cause such Debentures Securities to be delisted from such exchange; (c) no Default or Event of Default with respect to the Debentures Securities shall result from such deposit or shall have occurred and be continuing on the date of such deposit;; and (d) the Company shall have delivered to the Trustee and the Defeasance Agent, if any, an Opinion of Counsel to the effect that holders of the Debentures of such series Securities will not recognize income, gain or loss for United States federal income tax purposes as a result of the exercise of the option under this Section SECTION 11.05 and will be subject to United States federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised; (e) , and such opinion shall be based on a statute so providing or be accompanied by a private letter ruling to that effect received from the Company shall have delivered United States Internal Revenue Service or a revenue ruling pertaining to the Trustee an Officers' Certificate stating a comparable form of transaction to that the deposit was not made effect published by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (f) such deposit shall not result in an Investment Company Event, or such trust shall be qualified under such Act or exempt from regulation thereunder; and (g) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 2.12 have been complied withUnited States Internal Revenue Service.

Defeasance upon Deposit of Moneys or U.S. Government Obligations. The Company shall be deemed to have been (a) Discharged (as defined below) from its respective obligations with respect to the Debentures of any series on the 91st day after of Securities and/or (b) released from its obligations under Article X, and, if specified pursuant to Section 2.3, its obligation under any other covenant with respect to any series of Securities, upon satisfaction of the applicable conditions set forth below have been satisfiedwith respect to any series of Securities: (a1) the The Company shall have deposited or caused to be deposited irrevocably with the Trustee or the Defeasance Agent (as defined below) as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the holders of the Debentures Securities of such series: series (i) money in an amount; , or (ii) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount; , or (iii) a combination of (i) and (ii), sufficient, in the opinion (with respect to (ii) and (iii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee and the Defeasance Agent, if any, to pay and discharge each installment of principal of (including any mandatory sinking fund payments) of, and interest on and premium, if any, on, the outstanding Debentures Securities of such series on the dates such installments of principal and principal, interest or premium are due; (b2) if the Debentures Securities of such series are then listed on any national Debentures securities exchange, the Company shall have delivered to the Trustee and the Defeasance Agent, if any, an Opinion of Counsel to the effect that the exercise of the option under this Section 11.05 would not cause such Debentures Securities to be delisted from such exchange; (c3) no Event of Default or event which with notice or lapse of time would become an Event of Default with respect to the Debentures Securities of such series shall have occurred and be continuing on the date of such deposit;; and (d4) the Company shall have delivered to the Trustee and the Defeasance Agent, if any, an Opinion of Counsel to the effect that holders of the Debentures Securities of such series will not recognize income, gain or loss for United States federal income tax purposes as a result of the exercise of the option under this Section 11.05 and will be subject to United States federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised; (e) , and, in the Company case of the Securities of such series being Discharged, such opinion shall have delivered be accompanied by a private letter ruling to that effect received from the Trustee an Officers' Certificate stating United States Internal Revenue Service or a revenue ruling pertaining to a comparable form of transaction to that the deposit was not made effect published by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (f) such deposit shall not result in an Investment Company Event, or such trust shall be qualified under such Act or exempt from regulation thereunder; and (g) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 2.12 have been complied withUnited States Internal Revenue Service.

Defeasance upon Deposit of Moneys or U.S. Government Obligations. The At the Company’s option, either (a) the Company shall be deemed to have been Discharged (as defined below) from its obligations with respect to the Debentures Debt Securities of any series on the 91st day after the applicable conditions set forth below have been satisfied or (b) the Company shall cease to be under any obligation to comply with any term, provision or condition set forth in ‎Section 801 or any other covenant (other than those set forth in Sections ‎1001 to ‎1004) that may hereafter be included in this Indenture for the benefit of one or more series of Debt Securities at any time after the applicable conditions set forth below have been satisfied: (a1) the Company shall have deposited or caused to be deposited irrevocably with the Trustee or the Defeasance Agent (as defined below) as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the holders Holders of the Debentures Debt Securities of such series: series (i) money in an amount; , or (ii) U.S. Government Obligations (as defined below) which through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount; , or (iii) a combination of (i‎(i) and (ii‎(ii), sufficient, in the opinion (with respect to (ii‎(ii) and (iii‎(iii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee and the Defeasance Agent, if anyTrustee, to pay and discharge each installment instalment of principal of (including any sinking fund payments or analogous obligations) of, and interest on on, the outstanding Debentures Outstanding Debt Securities of such series on the dates such installments instalments of interest or principal and interest are due; (b2) if the Debentures Debt Securities of such series are then listed on any national Debentures stock exchange, the Company shall have delivered to the Trustee and the Defeasance Agent, if any, an Opinion of Counsel to the effect that the Company’s exercise of the its option under this Section 11.05 would not cause such Debentures Debt Securities to be delisted from such exchangedelisted; (c3) no Event of Default or event (including such deposit) which, with notice or lapse of time or both, would become an Event of Default with respect to the Debentures Debt Securities of such series shall have occurred and be continuing on the date of such deposit; (d4) the Company shall have delivered to the Trustee an Officers’ Certificate to the effect that under the laws in effect on the date such money and/or U.S. Government Obligations are deposited with the Trustee, the amount thereof will be sufficient, after payment of all Federal, state and local taxes in respect thereof payable by the Defeasance AgentTrustee, if any, to pay all principal and interest when due on the Debt Securities of such series; and (5) the Company shall have delivered to the Trustee an Opinion of Counsel of nationally recognized tax counsel to the effect that holders Holders of the Debentures Debt Securities of such series will not recognize income, gain or loss for United States federal Federal income tax purposes as a result of the Company’s exercise of the its option under this Section 11.05 and will be subject to United States federal Federal income tax on in the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised; (e) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (f) such deposit shall not result in an Investment Company Event, or such trust shall be qualified under such Act or exempt from regulation thereunder; and (g) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 2.12 have been complied with.

Defeasance upon Deposit of Moneys or U.S. Government Obligations. The At the Company’s option, either (a) the Company shall be deemed to have been Discharged (as defined below) from its obligations with respect to the Debentures Debt Securities of any series on and the 91st day Guarantors shall be deemed to have been discharged from their obligations under their Guarantees in respect of such Debt Securities (“legal defeasance option”) or (b) the Company shall cease to be under any obligation to comply with any term, provision or condition set forth in Sections 5.01, 4.03, and 4.08 with respect to the Debt Securities of any series or with any additional specified terms, provisions or conditions set forth in any Board Resolution, Officers’ Certificate or supplemental indenture that establishes the terms of the Debt Securities of any series and the Guarantors shall cease to be under any obligation to comply with any term, provision or condition set forth in Section 10.11 (or comparable provisions of its Guarantee if not set forth in Article X) with respect to their Guarantees in respect of the Debt Securities (“covenant defeasance option”) at any time after the applicable conditions set forth below have been satisfied: (a) the The Company shall have deposited or caused to be deposited irrevocably with the Trustee or the Defeasance Agent (as defined below) as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the holders of the Debentures Holders of such series: Debt Securities (i) money in an amount; , or (ii) U.S. Government Obligations (as defined below) which through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount; , or (iii) a combination of (i) and (ii), sufficient, in the opinion (with respect to (iii) and (iiiii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee and the Defeasance Agent, if anyTrustee, to pay and discharge each installment of principal (including any mandatory sinking fund payments) of and premium, if any, and interest on on, the outstanding Debentures Outstanding Debt Securities of such series on the dates such installments of interest or principal and interest premium are due; (b) if Such deposit shall not cause the Debentures Trustee to have a conflicting interest as defined in Section 7.08 and for purposes of the Trust Indenture Act; (c) Such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company or any Guarantor is a party or by which it is bound; (d) If the Debt Securities of such series are then listed on any national Debentures securities exchange, the Company shall have delivered to the Trustee and the Defeasance Agent, if any, an Opinion of Counsel or a letter or other document from such exchange to the effect that the Company’s exercise of the its option under this Section 11.05 would not cause such Debentures Debt Securities to be delisted from such exchangedelisted; (ce) no Default or No Event of Default with respect to the Debentures or Default shall have occurred and be continuing on the date of such deposit and, with respect to the legal defeasance option only, no Event of Default under Section 6.01(d) or Section 6.01(e) or event which with the giving of notice or lapse of time, or both, would become an Event of Default under Section 6.01(d) or Section 6.01(e) shall have occurred and be continuing on the 91st day after such date. Notwithstanding the foregoing, if the Company exercises its covenant defeasance option and an Event of Default under Section 6.01(d) or Section 6.01(e) or event which, with the giving of notice or lapse of time, or both, would become an Event of Default under Section 6.01(d) or Section 6.01(e) shall have occurred and be continuing on the 91st day after the date of such deposit, the obligations of the Company and the Guarantors referred to under the definition of covenant defeasance option with respect to such Debt Securities shall be reinstated; (df) the The Company shall have delivered to the Trustee and the Defeasance Agent, if any, an Opinion of Counsel or a ruling from the Internal Revenue Service to the effect that holders the Holders of the Debentures Debt Securities of such series will not recognize income, gain or loss for United States federal income tax purposes as a result of the exercise of the option under this Section 11.05 such deposit, defeasance or Discharge and will be subject to United States federal income tax on the same amount and in the same manner amounts and at the same times as would have been the case if such option action had not been exercised;; and (eg) the The Company shall have delivered to the Trustee an Officers' ’ Certificate stating that certifying the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; conditions set forth in clauses (a) through (f) such deposit shall not result in an Investment Company Event, or such trust shall be qualified under such Act or exempt from regulation thereunder; and (g) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 2.12 8.04 have been complied withsatisfied.

Defeasance upon Deposit of Moneys or U.S. Government Obligations. The Company shall be deemed to have been Discharged (as defined below) from its respective obligations with respect to the Debentures of any series of Securities on the 91st day after the applicable conditions set forth below have been satisfied with respect to any series of Securities at any time after the applicable conditions set forth below have been satisfied: (a1) the The Company shall have deposited or caused to be deposited irrevocably with the Trustee or the Defeasance Agent (as defined below) as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the holders of the Debentures Securities of such series: series (i) money in an amount; , or (ii) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount; , or (iii) a combination of (i) and (ii), sufficient, in the opinion (with respect to (ii) and (iii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee and the Defeasance Agent, if any, to pay and discharge each installment of principal of (including any mandatory sinking fund payments) of, and interest on and premium, if any, on, the outstanding Debentures Securities of such series on the dates such installments of principal and principal, interest or premium are due; (b2) such deposit will not cause the Trustee to have any conflicting interest with respect to other securities of the Company; (3) if the Debentures Securities of such series are then listed on any national Debentures securities exchange, the Company shall have delivered to the Trustee and the Defeasance Xxxxx- xxxxx Agent, if any, an Opinion of Counsel to the effect that the exercise of the option under this Section 11.05 would not cause such Debentures Securities to be delisted from such exchange; (c4) no Event of Default or event which with notice or lapse of time would become an Event of Default with respect to the Debentures Securities of such series shall have occurred and be continuing on the date of such depositdeposit or on such later date specified in this Indenture in the case of certain events in bankruptcy, insolvency or reorganization of the Company; (d5) such defeasance will not result in a breach or violation of, or constitute a default under, the Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; and (6) the Company shall have delivered to the Trustee and the Defeasance Agent, if any, an Opinion of Counsel to the effect that holders of the Debentures Securities of such series will not recognize income, gain or loss for United States federal income tax purposes as a result of the exercise of the option under this Section 11.05 and will be subject to United States federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised; (e) , and, in the Company case of the Securities of such series being Discharged, such opinion shall have delivered be accompanied by a private letter ruling to that effect received from the Trustee an Officers' Certificate stating United States Internal Revenue Service, a revenue ruling pertaining to a comparable form of transaction to that the deposit was not made effect published by the Company with United States Internal Revenue Service, or otherwise a change in applicable Federal income tax law occurring after the intent of preferring the Holders over any other creditors date of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (f) such deposit shall not result in an Investment Company Event, or such trust shall be qualified under such Act or exempt from regulation thereunder; and (g) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 2.12 have been complied withIndenture.

Defeasance upon Deposit of Moneys or U.S. Government Obligations. The At the Company’s option, either (a) the Company shall be deemed to have been Discharged (as defined below) from its obligations with respect to the Debentures Notes (“legal defeasance option”) or (b) the Company shall cease to be under any obligation to comply with any term, provision or condition set forth in Article Ten, Section 12.05, Section 12.07 and Section 12.08 (in each case, as modified by the Sixth Supplemental Indenture) and Section 3.2 of the Sixth Supplemental Indenture with respect to the Notes (“covenant defeasance option”) at any series on the 91st day time after the applicable conditions set forth below have been satisfied: (a1) the Company shall have deposited or caused to be deposited irrevocably with the Trustee or the Defeasance Agent (as defined below) as trust funds in trust, specifically pledged as security for, and trust dedicated solely to, to the benefit of the holders Holders of the Debentures of such series: Notes (i) money in an amount; , or (ii) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount; , or (iii) a combination of (i) and (ii), sufficient, in the opinion (with respect to (ii) and (iii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee and the Defeasance Agent, if anyTrustee, to pay and discharge each installment of principal (including any mandatory sinking fund payments) of and premium, if any, and interest on on, the outstanding Debentures of such series Outstanding Notes on the dates such installments of interest or principal and interest premium are due; (b2) if the Debentures of such series are then listed on any national Debentures exchange, the Company deposit shall have delivered to not cause the Trustee and the Defeasance Agent, if any, an Opinion of Counsel to the effect that the exercise of the option under this Section 11.05 would not cause such Debentures to be delisted from such exchange; (c) no Default or Event of Default with respect to the Debentures shall Notes to have occurred and be continuing on a conflicting interest for purposes of the date of such depositTrust Indenture Act with respect to the Notes; (d3) such defeasance will not cause the trust resulting from such deposit to constitute, unless it is qualified as, a regulated investment company under the Investment Company Act of 1940, as amended; (4) the Company shall have delivered to the Trustee and the Defeasance Agent, if any, an Opinion of Counsel to the effect that holders of the Debentures of such series will not recognize income, gain or loss for United States federal income tax purposes as a result of the exercise of the option under this Section 11.05 and will be subject to United States federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised; (e) the Company shall have delivered delivers to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (f) such deposit shall not result in an Investment Company Event, or such trust shall be qualified under such Act or exempt from regulation thereunder; and (g) the Company shall have delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance and discharge of the Notes as contemplated by this Section 2.12 Article Fifteen (as modified by the Sixth Supplemental Indenture) have been complied with; (5) such deposit will not result in a breach or violation of, or constitute a default under, the Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (6) no Event of Default or event (including such deposit) which, with notice or lapse of time or both, would become an Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit and, with respect to the legal defeasance option only, no Event of Default under Section 5.01(5) or Section 5.01(6) (in each case, as modified by the Sixth Supplemental Indenture) or event which with the giving of notice or lapse of time, or both, would become an Event of Default under Section 5.01(5) or Section 5.01(6) (in each case, as modified by the Sixth Supplemental Indenture) shall have occurred and be continuing on the 91st day after such date; and (7) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that such defeasance will not cause the beneficial owners of the Notes to recognize income, gain or loss for U.S. federal income tax purposes and such beneficial owners will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same time as if the defeasance had not occurred, which Opinion of Counsel, in the case of the legal defeasance option, must be based on a ruling from the Internal Revenue Service or a change in the applicable U.S. federal income tax law. Notwithstanding the foregoing, if the Company exercises its covenant defeasance option and an Event of Default under Section 5.01(5) or Section 5.01(6) (in each case, as modified by the Sixth Supplemental Indenture) or an event which with the giving of notice or lapse of time, or both, would become an Event of Default under Section 5.01(5) or Section 5.01(6) (in each case, as modified by the Sixth Supplemental Indenture) shall have occurred and be continuing on the 91st day after the date of such deposit, the obligations of the Company referred to under the definition of covenant defeasance option with respect to such Notes shall be reinstated in full.”

Defeasance upon Deposit of Moneys or U.S. Government Obligations. The At the Company’s option, either (a) the Company shall be deemed to have been Discharged (as defined below) from its obligations with respect to the Debentures Notes (“legal defeasance option”) or (b) the Company shall cease to be under any obligation to comply with any term, provision or condition set forth in Article Ten, Section 12.05, Section 12.07 and Section 12.08 (in each case, as modified by the Fourth Supplemental Indenture) and Section 3.2 of the Fourth Supplemental Indenture with respect to the Notes (“covenant defeasance option”) at any series on the 91st day time after the applicable conditions set forth below have been satisfied: (a1) the Company shall have deposited or caused to be deposited irrevocably with the Trustee or the Defeasance Agent (as defined below) as trust funds in trust, specifically pledged as security for, and trust dedicated solely to, the benefit of the holders Holders of the Debentures of such series: Notes (i) money in an amount; , or (ii) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount; , or (iii) a combination of (i) and (ii), sufficient, in the opinion (with respect to (ii) and (iii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee and the Defeasance Agent, if anyTrustee, to pay and discharge each installment of principal (including any mandatory sinking fund payments) of and premium, if any, and interest on on, the outstanding Debentures of such series Outstanding Notes on the dates such installments of interest or principal and interest premium are due; (b2) if the Debentures of such series are then listed on any national Debentures exchange, the Company deposit shall have delivered to not cause the Trustee and the Defeasance Agent, if any, an Opinion of Counsel to the effect that the exercise of the option under this Section 11.05 would not cause such Debentures to be delisted from such exchange; (c) no Default or Event of Default with respect to the Debentures shall Notes to have occurred and be continuing on a conflicting interest for purposes of the date of such depositTrust Indenture Act with respect to the Notes; (d3) such defeasance will not cause the trust resulting from such deposit to constitute, unless it is qualified as, a regulated investment company under the Investment Company Act of 1940, as amended; (4) the Company shall have delivered to the Trustee and the Defeasance Agent, if any, an Opinion of Counsel to the effect that holders of the Debentures of such series will not recognize income, gain or loss for United States federal income tax purposes as a result of the exercise of the option under this Section 11.05 and will be subject to United States federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised; (e) the Company shall have delivered delivers to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (f) such deposit shall not result in an Investment Company Event, or such trust shall be qualified under such Act or exempt from regulation thereunder; and (g) the Company shall have delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance and discharge of the Notes as contemplated by this Section 2.12 Article Fifteen (as modified by the Fourth Supplemental Indenture) have been complied with; (5) such deposit will not result in a breach or violation of, or constitute a default under, the Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (6) no Event of Default or event (including such deposit) which, with notice or lapse of time or both, would become an Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit and, with respect to the legal defeasance option only, no Event of Default under Section 5.01(5) or Section 5.01(6) (in each case, as modified by the Fourth Supplemental Indenture) or event which with the giving of notice or lapse of time, or both, would become an Event of Default under Section 5.01(5) or Section 5.01(6) (in each case, as modified by the Fourth Supplemental Indenture) shall have occurred and be continuing on the 91st day after such date; and (7) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that such defeasance will not cause the beneficial owners of the Notes to recognize income, gain or loss for Federal income tax purposes and such beneficial owners will be subject to Federal income tax on the same amounts, in the same manner and at the same time as if the defeasance had not occurred, which Opinion of Counsel, in the case of the legal defeasance option, must be based on a ruling from the Internal Revenue Service or a change in the applicable Federal income tax law. Notwithstanding the foregoing, if the Company exercises its covenant defeasance option and an Event of Default under Section 5.01(5) or Section 5.01(6) (in each case, as modified by the Fourth Supplemental Indenture) or an event which with the giving of notice or lapse of time, or both, would become an Event of Default under Section 5.01(5) or Section 5.01(6) (in each case, as modified by the Fourth Supplemental Indenture) shall have occurred and be continuing on the 91st day after the date of such deposit, the obligations of the Company referred to under the definition of covenant defeasance option with respect to such Notes shall be reinstated in full.”

Defeasance upon Deposit of Moneys or U.S. Government Obligations. The Company Corporation shall be deemed to have been Discharged (as defined below) from its obligations with respect to the Debentures Notes of any series on the 91st day after the applicable conditions set forth below have been satisfied: (a) the Company Corporation shall have deposited or caused to be deposited irrevocably with the Trustee or the Defeasance Agent (as defined below) as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the holders of the Debentures Notes of such series: series (i) money in an amount; , or (ii) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount; , or (iii) a combination of (i) and (ii), sufficient, in the opinion (with respect to (ii) and (iii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee and the Defeasance Agent, if any, to pay and discharge each installment of principal of and interest on the outstanding Debentures Outstanding Notes of such series on the dates such installments of principal and interest are due; (b) if the Debentures Notes of such series are then listed on any national Debentures securities exchange, the Company Corporation shall have delivered to the Trustee and the Defeasance Agent, if any, an Opinion of Counsel to the effect that the exercise of the option under this Section 11.05 12.05 would not cause such Debentures Notes to be delisted from such exchange; (c) no Default or Event of Default (or any event which, after notice or the lapse of time or both would become, an Event of Default) with respect to the Debentures Notes of such series shall have occurred and be continuing on the date of such deposit;; and (d) the Company Corporation shall have delivered to the Trustee and the Defeasance Agent, if any, an Opinion of Counsel to the effect that holders of the Debentures Notes of such series will not recognize income, gain or loss for United States federal income tax purposes as a result of the exercise of the option under this Section 11.05 12.05 and will be subject to United States federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised; (e) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (f) such deposit shall not result in an Investment Company Event, or such trust shall be qualified under such Act or exempt from regulation thereunder; and (g) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 2.12 have been complied with.

Defeasance upon Deposit of Moneys or U.S. Government Obligations. The At the Company’s option, either (a) the Company shall be deemed to have been Discharged (as defined below) from its obligations with respect to the Debentures Notes (“legal defeasance option”) or (b) the Company shall cease to be under any obligation to comply with any term, provision or condition set forth in Article Ten, Section 12.05, Section 12.07 and Section 12.08 (in each case, as modified by the Fifth Supplemental Indenture) and Section 3.3 of the Fifth Supplemental Indenture with respect to the Notes (“covenant defeasance option”) at any series on the 91st day time after the applicable conditions set forth below have been satisfied: (a1) the Company shall have deposited or caused to be deposited irrevocably with the Trustee or the Defeasance Agent (as defined below) as trust funds in trust, specifically pledged as security for, and trust dedicated solely to, to the benefit of the holders Holders of the Debentures of such series: Notes (i) money in an amount; , or (ii) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount; , or (iii) a combination of (i) and (ii), sufficient, in the opinion (with respect to (ii) and (iii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee and the Defeasance Agent, if anyTrustee, to pay and discharge each installment of principal (including any mandatory sinking fund payments) of and premium, if any, and interest on on, the outstanding Debentures of such series Outstanding Notes on the dates such installments of interest or principal and interest premium are due; (b2) if the Debentures of such series are then listed on any national Debentures exchange, the Company deposit shall have delivered to not cause the Trustee and the Defeasance Agent, if any, an Opinion of Counsel to the effect that the exercise of the option under this Section 11.05 would not cause such Debentures to be delisted from such exchange; (c) no Default or Event of Default with respect to the Debentures shall Notes to have occurred and be continuing on a conflicting interest for purposes of the date of such depositTrust Indenture Act with respect to the Notes; (d3) such defeasance will not cause the trust resulting from such deposit to constitute, unless it is qualified as, a regulated investment company under the Investment Company Act of 1940, as amended; (4) the Company shall have delivered to the Trustee and the Defeasance Agent, if any, an Opinion of Counsel to the effect that holders of the Debentures of such series will not recognize income, gain or loss for United States federal income tax purposes as a result of the exercise of the option under this Section 11.05 and will be subject to United States federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised; (e) the Company shall have delivered delivers to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (f) such deposit shall not result in an Investment Company Event, or such trust shall be qualified under such Act or exempt from regulation thereunder; and (g) the Company shall have delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance and discharge of the Notes as contemplated by this Section 2.12 Article Fifteen (as modified by the Fifth Supplemental Indenture) have been complied with; (5) such deposit will not result in a breach or violation of, or constitute a default under, the Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (6) no Event of Default or event (including such deposit) which, with notice or lapse of time or both, would become an Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit and, with respect to the legal defeasance option only, no Event of Default under Section 5.01(5) or Section 5.01(6) (in each case, as modified by the Fifth Supplemental Indenture) or event which with the giving of notice or lapse of time, or both, would become an Event of Default under Section 5.01(5) or Section 5.01(6) (in each case, as modified by the Fifth Supplemental Indenture) shall have occurred and be continuing on the 91st day after such date; and (7) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that such defeasance will not cause the beneficial owners of the Notes to recognize income, gain or loss for U.S. federal income tax purposes and such beneficial owners will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same time as if the defeasance had not occurred, which Opinion of Counsel, in the case of the legal defeasance option, must be based on a ruling from the Internal Revenue Service or a change in the applicable U.S. federal income tax law. Notwithstanding the foregoing, if the Company exercises its covenant defeasance option and an Event of Default under Section 5.01(5) or Section 5.01(6) (in each case, as modified by the Fifth Supplemental Indenture) or an event which with the giving of notice or lapse of time, or both, would become an Event of Default under Section 5.01(5) or Section 5.01(6) (in each case, as modified by the Fifth Supplemental Indenture) shall have occurred and be continuing on the 91st day after the date of such deposit, the obligations of the Company referred to under the definition of covenant defeasance option with respect to such Notes shall be reinstated in full.”

Defeasance upon Deposit of Moneys or U.S. Government Obligations. The Upon the Company’s exercise under Section 14.01 hereof of the option applicable to this Section 14.02, the Company shall will, subject to the satisfaction of the conditions set forth in Section 14.04 hereof, be deemed to have been Discharged (as defined below) discharged from its obligations with respect to the Debentures of any series all outstanding Notes on the 91st day after date the applicable conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company will be deemed to have been satisfiedpaid and discharged the entire indebtedness represented by the outstanding Notes which will thereafter be deemed “outstanding” only for purposes of Section 14.05 hereof and the other Sections of this Indenture referred to in clauses (a) through (e) below, and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which will survive unless otherwise terminated or discharged hereunder: (a) the Company shall have deposited or caused rights of holders of outstanding Notes to be deposited irrevocably with receive, solely from the Trustee or the Defeasance Agent (as defined below) as trust funds fund described in trustSections 14.04 and 14.05 hereof, specifically pledged as security for, and dedicated solely to, the benefit payments in respect of the holders of the Debentures of such series: principal of, or interest (iand Additional Interest) money in an amount; or (ii) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount; or (iii) a combination of (i) and (ii), sufficient, in the opinion (with respect to (ii) and (iii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee and the Defeasance Agentpremium, if any, to pay and discharge each installment of principal of and interest on the outstanding Debentures of such series on the dates Notes when such installments of principal and interest payments are duedue under Section 4.01; (b) if the Debentures of such series are then listed on any national Debentures exchange, the Company shall have delivered Company’s obligations with respect to the Trustee Notes concerning issuing temporary Notes, mutilated, destroyed, lost, stolen Notes and the Defeasance Agent, if any, maintenance of an Opinion of Counsel to the effect that the exercise of the option under this Section 11.05 would not cause such Debentures to be delisted from such exchangeoffice or agency for payment and money for security payments held in trust; (c) no Default or Event the rights, powers, trusts, duties and immunities of Default with respect to the Debentures shall have occurred Trustee hereunder and be continuing on the date of such depositCompany’s obligations in connection therewith; (d) the Company shall have delivered optional redemption provisions with respect to the Trustee and Notes; and (e) this Section 14.02. If the Defeasance AgentCompany exercises under Section 14.01 hereof the option applicable to this Section 14.02, if any, an Opinion of Counsel subject to the effect that holders satisfaction of the Debentures of such series will not recognize incomeconditions set forth in Section 14.04 hereof, gain or loss for United States federal income tax purposes as a result payment of the Notes may not be accelerated because of an Event of Default. Subject to compliance with this Article XIV, the Company may exercise of the its option under this Section 11.05 and will be subject to United States federal income tax on 14.02 notwithstanding the same amount and in the same manner and at the same times as would have been the case if such prior exercise of its option had not been exercised; (e) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (f) such deposit shall not result in an Investment Company Event, or such trust shall be qualified under such Act or exempt from regulation thereunder; and (g) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 2.12 have been complied with14.03 hereof.

Defeasance upon Deposit of Moneys or U.S. Government Obligations. The Company shall be deemed to have been Discharged (as defined below) from its obligations with respect to the Debentures of any series Securities on the 91st day after the applicable conditions set forth below have been satisfied: (a1) the Company shall have deposited or caused to be deposited irrevocably with the Trustee or the Defeasance Agent (as defined below) as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the holders of the Debentures of such series: Securities (i) money in an amount; , or (ii) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount; , or (iii) a combination of (i) and (ii), sufficient, in the opinion (with respect to (ii) and (iii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee and the Defeasance Agent, if any, to pay and discharge each installment of principal of and interest on the outstanding Debentures of such series Securities on the dates such installments of principal and interest are due; (b2) if the Debentures of such series Securities are then listed on any national Debentures securities exchange, the Company shall have delivered to the Trustee and the Defeasance Agent, if any, an Opinion of Counsel to the effect that the exercise of the option under this Section 11.05 would not cause such Debentures Securities to be delisted from such exchange; (c3) no Default or Event of Default with respect to the Debentures Securities shall have occurred and be continuing on the date of such deposit; (d4) the Company shall have delivered to the Trustee and the Defeasance Agent, if any, an Opinion of Counsel to the effect that holders of the Debentures of such series Securities will not recognize income, gain or loss for United States federal income tax purposes as a result of the exercise of the option under this Section 11.05 and will be subject to United States federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised, and such opinion shall be based on a statute so providing or be accompanied by a private letter ruling to that effect received from the United States Internal Revenue Service or a revenue ruling pertaining to a comparable form of transaction to that effect published by the United States Internal Revenue Service; (e5) the Company shall Trustee will not have delivered to a conflicting interest within the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors meaning of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the CompanyTrust Indenture Act; (f6) a breach or violation of, or default under, any other agreement or instrument to which the Company is a party or by which it is bound will not result; (7) a trust arising from such deposit shall will not result in which constitutes an investment company within the meaning of the Investment Company EventAct of 1940, or as amended, unless such trust shall be qualified under such Act or exempt from regulation thereunder; and (g) 8) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating with respect to the defeasance contemplated by this Section 2.12 such Discharge have been complied with.