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. (a) Each of the Issuer or the Guarantor, may, at its option by Board Resolution, at any time, elect to have the Issuer and the Guarantor discharged from their respective obligations with respect to all Outstanding Securities of a series on the date the conditions set forth below in Section 12.03(b) are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Issuer shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such series, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 12.03(c) and the other Sections of this Indenture referred to in clause (i), (ii), (iii) and (v) below, and the Issuer and the Guarantor shall be deemed to have satisfied all their other obligations under such Securities, the Guarantee and this Indenture (and the Trustee, on demand of and at the expense of the Issuer and the Guarantor, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of Outstanding Securities of such series to receive solely from the trust fund described in Section 12.03(c) and as more fully set forth in such Section, payments in respect of the principal of and interest on such Securities (and any Additional Amounts payable in respect thereof) when such payments are due, or on the Redemption Date, as the case may be; (ii) the Issuer’s and the Guarantor’s obligations with respect to such Securities under Sections 3.02, 3.03, 3.05, 3.06, 3.07, 3.08 and 3.12; (iii) the rights, powers, trusts, duties and immunities of the Trustee under this Indenture and the Issuer’s and the Guarantor’s obligations in connection therewith; (iv) this Section 12.03; and (v) the obligations of the Issuer and the Guarantor to pay any Additional Amounts under Section 6.08 except to the extent such obligations are satisfied out of amounts in the trust fund. (b) The following shall be the conditions to application of Section 12.03(a) to the Outstanding Securities of a series: (i) The Issuer or the Guarantor shall irrevocably have deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities, (1) cash in U.S. Dollars in an amount, or (2) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one Business Day before the due date of any payment on the Securities, cash in U.S. Dollars in an amount, or (3) a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants in the United States expressed in a written certification thereof delivered to the Trustee, to pay and discharge and which shall be applied by the Trustee to pay and discharge the principal of and interest on (and any Additional Amounts payable in respect thereof) the Outstanding Securities on the Stated Maturity of such principal of and interest on the Securities (and any Additional Amounts payable in respect thereof); provided that the Trustee shall have been irrevocably instructed by the Issuer in writing to apply such money or the proceeds of such U.S. Government Obligations to said payments with respect to the Securities; (ii) The Issuer or the Guarantor shall have delivered to the Trustee an opinion of independent legal counsel of recognized standing licensed to practice law in the United States that (1) the Issuer or the Guarantor has received from, or there has been published by, the U.S. Internal Revenue Service a ruling or (2) since the original issue date of the Securities of such series, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of the Outstanding Securities of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred; (iii) No Default or Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit or at any time in the period ending on the 91st day after the date of such deposit; (iv) Such election under Section 12.03(a) shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer or the Guarantor is a party or by which the Issuer or the Guarantor is bound; (v) The Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that after the 91st day following such deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (vi) The Issuer or the Guarantor, as the case may be, shall have delivered to the Trustee an Officer’s Certificate stating that the deposit made by it pursuant to its election under Section 12.03(a) was not made with the intent of preferring the Holders over its other creditors or with the intent of defeating, hindering, delaying or defrauding its creditors or others; and (vii) Each of the Issuer and the Guarantor shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the defeasance under Section 12.03(a) have been complied with as contemplated by this Section 12.03(b). (c) Subject to the provisions of Section 12.03(e), all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 12.03(b) in respect of the Outstanding Securities of a series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of principal and interest (and any Additional Amounts payable in respect thereof), but such money need not be segregated from other funds except to the extent required by law and the Trustee or any Paying Agent shall be under no obligation to invest and shall be under no liability for interest on such money. (d) Without limiting the rights of Holders under other provisions hereof, the Issuer and the Guarantor shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 12.03(b) or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Securities of such series. (e) Notwithstanding anything to the contrary in this Section 12.03, the Trustee shall deliver or pay to the Issuer or the Guarantor from time to time upon a Request by the Issuer or the Guarantor any money or U.S. Government Obligations held by it as provided in Section 12.03(b) which, in the opinion of a nationally recognized firm of independent public accountants in the United States expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under clause (i) of Section 12.03(b)) are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance. (f) If the Trustee or Paying Agent is unable to apply any deposited moneys or U.S. Government Obligations in accordance with Section 12.03(c), Section 12.03(d) or Section 12.03(e) by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuer’s obligations under this Indenture and the Securities of such series and the Guarantor’s obligations under this Indenture and the Guarantee shall be revived and reinstated as though no deposit had occurred pursuant to Section 12.03(b) until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 12.03(c), Section 12.03(d) or Section 12.03(e); provided, however, that, if the Issuer or the Guarantor makes any payment of principal of and interest (and any Additional Amounts payable in respect thereof) on any Security following the reinstatement of its obligations, then the Issuer or the Guarantor, as the case may be, shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money held by the Trustee or Paying Agent.

Defeasance upon Deposit of Moneys or U.S. Government Obligations. (a) Each of the Issuer or the Guarantor, The Company may, at its option by Board Resolution, and at any time, elect to have either paragraph (b) or paragraph (c) below be applied to the Issuer 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 released and the Guarantor discharged from their its respective obligations with respect to all Outstanding the outstanding Securities of a series Series on the date the applicable conditions set forth below in Section 12.03(b) are satisfied (hereinafter, “defeasance”"Legal Defeasance"). For this purpose, such defeasance Legal Defeasance means that the Issuer Company shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the Outstanding outstanding Securities of such seriesa Series, which shall thereafter be deemed to be “Outstanding” "outstanding" only for the purposes of Section 12.03(c) the Sections and the other Sections of matters under this Indenture referred to in clause (i), (ii), (iii) and (vii) below, and the Issuer and the Guarantor shall be deemed to have satisfied all their its other obligations under such Securities, the Guarantee Securities and this Indenture (and the Trustee, on demand of and at the expense of the Issuer and the Guarantor, shall execute proper instruments acknowledging the same)insofar as such Securities are concerned, except for the following which shall survive until otherwise terminated or discharged hereunder: : (i) the rights of Holders of Outstanding outstanding Securities of such series a Series to receive solely from the trust fund described in Section 12.03(cparagraph (d) below and as more fully set forth in such Sectionparagraph, payments in respect of the principal of and interest on such Securities (and any Additional Amounts payable in respect thereof) when such payments are due, or on the Redemption Date, as the case may be; due and (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) notwithstanding the Issuer’s and the Guarantor’s obligations prior exercise of its option under paragraph (c) below with respect to such Securities under Sections 3.02, 3.03, 3.05, 3.06, 3.07, 3.08 and 3.12;Securities. (iiic) Upon the rights, powers, trusts, duties and immunities Company's exercise under paragraph (a) of the Trustee option applicable to this paragraph (c), the Company shall 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 extent provided for therein, on and after the date the conditions set forth below are satisfied (hereinafter, "Covenant Defeasance"), and the Securities of such Series shall thereafter be deemed to be not "outstanding" for the purpose of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed "outstanding" for all other purposes hereunder. For this purpose, such Covenant Defeasance means that, with respect to the outstanding Securities of a Series, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01(3), but, except as specified above, the remainder of this Indenture and the Issuer’s and the Guarantor’s obligations in connection therewith; (iv) this Section 12.03; and (v) the obligations of the Issuer and the Guarantor to pay any Additional Amounts under Section 6.08 except to the extent such obligations are satisfied out of amounts in the trust fundSecurities shall be unaffected thereby. (bd) The following shall be the conditions to application of Section 12.03(aeither paragraph (b) or paragraph (c) above to the Outstanding outstanding Securities of a seriesthe applicable Series: (i1) The Issuer or the Guarantor Company shall have irrevocably have deposited or caused to be deposited in trust with the Trustee as Trustee, pursuant to an irrevocable trust funds and security agreement in trust for form and substance reasonably satisfactory to the purpose of making the following paymentsTrustee, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities, (1) cash money in U.S. Dollars in an amount, dollars or (2) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one Business Day before the due date of any payment on the Securities, cash in U.S. Dollars in an amount, government obligations or (3) a combination thereof, thereof in such amounts and at such times as will be are sufficient, in the opinion of a nationally recognized firm of independent public accountants in the United States expressed in a written certification thereof delivered to the Trusteeaccountants, to pay and discharge and which shall be applied by the Trustee to pay and discharge the principal of and interest on (and any Additional Amounts payable in respect thereof) the Outstanding outstanding Securities on the Stated Maturity of such principal of and interest on the Securities (and any Additional Amounts payable in respect thereof)Series to maturity or redemption; provided provided, however, that the Trustee (or other qualifying trustee) shall have been irrevocably instructed by received an irrevocable written order from the Issuer in writing Company instructing the Trustee (or other qualifying trustee) to apply such money or the proceeds of such U.S. Government Obligations government obligations to said payments with respect to the SecuritiesSecurities of such Series to maturity or redemption; (ii2) The Issuer No Default or the Guarantor Event of Default shall have delivered occurred and be continuing on the date of such deposit; (3) Such deposit will not result in a Default under this Indenture or a breach or violation of, or constitute a default under, any other material instrument or agreement to which the Company or any of its Subsidiaries is a party or by which it or any of their property is bound; (i) In the event the Company elects paragraph (b) hereof, the Company shall deliver to the Trustee an opinion Opinion of independent legal counsel of recognized standing licensed to practice law Counsel in the United States States, in form and substance reasonably satisfactory to the Trustee, to the effect that (1A) the Issuer or the Guarantor Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling or (2B) since the original issue date of the Securities of Issue Date pertaining to such seriesSeries, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such opinion Opinion of Counsel shall confirm state that, or (ii) in the event the Company elects paragraph (c) hereof, the Company shall deliver to the Trustee an Opinion of Counsel in the United States, in form and substance reasonably satisfactory to the Trustee, to the effect that, in the case of clauses (i) and (ii), Holders of the Outstanding Securities of such series Series will not recognize income, gain or loss for U.S. United States federal income tax purposes as a result of such deposit and the defeasance contemplated hereby and will be subject to U.S. federal income tax on in the same amounts, amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (iii) No Default or Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit or at any time in the period ending on the 91st day after the date of such deposit; (iv) Such election under Section 12.03(a) shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer or the Guarantor is a party or by which the Issuer or the Guarantor is bound; (v5) The Issuer Company shall have delivered to the Trustee an Opinion of Counsel to the effect that after the 91st day following such depositOfficers' Certificate, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (vi) The Issuer or the Guarantor, as the case may be, shall have delivered to the Trustee an Officer’s Certificate stating that the deposit made by it pursuant to its election under Section 12.03(aclause (1) was not made by the Company with the intent of preferring the Holders of the Securities of such Series over its any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding its any other creditors of the Company or others; and; (vii6) Each of the Issuer and the Guarantor The Company shall have delivered to the Trustee an Officer’s Opinion of Counsel, reasonably satisfactory to the Trustee, to the effect that, (A) the trust funds will not be subject to the rights of Holders of Indebtedness of the Company other than the Securities of such Series and (B) assuming no intervening bankruptcy of the Company between the date of deposit and the 91st day following the deposit and that no Holder of Securities of such Series is an insider of the Company, after the 91st day following the deposit, the trust funds will not be subject to any applicable bankruptcy, insolvency, reorganization or similar law affecting creditors' rights generally; and (7) The Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for specified herein relating to the defeasance under Section 12.03(a) have been complied with as contemplated by this Section 12.03(b). (c) Subject to 8.01 have been complied with. In the provisions of Section 12.03(e), event all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 12.03(b) in respect or any portion of the Outstanding Securities of a series shall Series are to be held in trust and applied by redeemed through such irrevocable trust, the Company must make arrangements satisfactory to the Trustee, in accordance with at the provisions time of such Securities and this Indenturedeposit, to for the payment, either directly giving of the notice of such redemption or through any Paying Agent (including the Issuer acting as its own Paying Agent) as redemptions by the Trustee may determine, to in the Holders of such Securities of all sums due name and to become due thereon in respect of principal and interest (and any Additional Amounts payable in respect thereof), but such money need not be segregated from other funds except to at the extent required by law and the Trustee or any Paying Agent shall be under no obligation to invest and shall be under no liability for interest on such money. (d) Without limiting the rights of Holders under other provisions hereof, the Issuer and the Guarantor shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 12.03(b) or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account expense of the Holders of the Outstanding Securities of such seriesCompany. (e) Notwithstanding anything In addition to the contrary in Company's rights above under this Section 12.038.01, the Trustee shall deliver Company may terminate all of its obligations under this Indenture with respect to a Series when: (1) All Securities of such Series theretofore authenticated and delivered (other than Securities which have been destroyed, lost or pay to the Issuer stolen and which have been replaced or the Guarantor from time to time upon a Request by the Issuer or the Guarantor any money or U.S. Government Obligations held by it paid as provided in Section 12.03(b2.07 and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) which, in the opinion of a nationally recognized firm of independent public accountants in the United States expressed in a written certification thereof have been delivered to the Trustee (which may be for cancellation or all such Securities not theretofore delivered to the opinion delivered under clause (i) of Section 12.03(b)) are in excess of Trustee for cancellation have become due and payable and the amount thereof which would then be required Company has irrevocably deposited or caused to be deposited to effect an equivalent defeasance. (f) If with the Trustee or Paying Agent is unable as trust funds in trust solely for that purpose an amount of money sufficient to apply any deposited moneys or U.S. Government Obligations in accordance with Section 12.03(c), Section 12.03(d) or Section 12.03(e) by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then pay and discharge the Issuer’s obligations under this Indenture and entire Indebtedness on the Securities of such series and the Guarantor’s obligations under this Indenture and the Guarantee shall be revived and reinstated as though no deposit had occurred pursuant not theretofore delivered to Section 12.03(b) until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 12.03(c)for cancellation, Section 12.03(d) or Section 12.03(e); provided, however, that, if the Issuer or the Guarantor makes any payment of for principal of and interest interest; (and any Additional Amounts 2) The Company has paid or caused to be paid all other sums payable in respect thereofhereunder by the Company; (3) on any Security following The Company has delivered irrevocable instructions to the reinstatement Trustee to apply the deposited money toward the payment of its obligations, then the Issuer Securities at maturity or the Guarantorredemption, as the case may be, shall be subrogated ; and (4) The Company has delivered to the rights Trustee an Officers' Certificate and an Opinion of Counsel, stating that all conditions precedent specified herein relating to the Holders satisfaction and discharge of such Securities to receive such payment from the money held by the Trustee or Paying Agentthis Indenture have been complied with.

Defeasance upon Deposit of Moneys or U.S. Government Obligations. (a) Each of the Issuer or the Guarantor, may, at its option by Board Resolution, at any time, elect to have the Issuer and the Guarantor discharged from their respective obligations with respect to all Outstanding Securities of a series on the date the conditions set forth below in Section 12.03(b) are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Issuer shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such series, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 12.03(c) and the other Sections of this Indenture referred to in clause (i), (ii), (iii) and (v) below, and the Issuer and the Guarantor shall be deemed to have satisfied all their other obligations under such Securities, the Guarantee and this Indenture (and the Trustee, on demand of and at the expense of the Issuer and the Guarantor, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of Outstanding Securities of such series to receive solely from the trust fund described in Section 12.03(c) and as more fully set forth in such Section, payments in respect of the principal of and interest on such Securities (and any Additional Amounts payable in respect thereof) when such payments are due, or on the Redemption Date, as the case may be; (ii) the Issuer’s and the Guarantor’s obligations with respect to such Securities under Sections 3.02, 3.03, 3.05, 3.06, 3.07, 3.08 and 3.12; (iii) the rights, powers, trusts, duties and immunities of the Trustee under this Indenture and the Issuer’s and the Guarantor’s obligations in connection therewith; (iv) this Section 12.03; and (v) the obligations of the Issuer and the Guarantor to pay any Additional Amounts under Section 6.08 except to the extent such obligations are satisfied out of amounts in the trust fund. (b) The following shall be the conditions to application of Section 12.03(a) to the Outstanding Securities of a series: (i) The Issuer or the Guarantor shall irrevocably have deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities, (1) cash in U.S. Dollars in an amount, or (2) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one Business Day before the due date of any payment on the Securities, cash in U.S. Dollars in an amount, or (3) a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants in the United States expressed in a written certification thereof delivered to the Trustee, to pay and discharge and which shall be applied by the Trustee to pay and discharge the principal of and interest on (and any Additional Amounts payable in respect thereof) the Outstanding Securities on the Stated Maturity of such principal of and interest on the Securities (and any Additional Amounts payable in respect thereof); provided that the Trustee shall have been irrevocably instructed by the Issuer in writing to apply such money or the proceeds of such U.S. Government Obligations to said payments with respect to the Securities; (ii) The Issuer or the Guarantor shall have delivered to the Trustee an opinion of independent legal counsel of recognized standing licensed to practice law in the United States that (1) the Issuer or the Guarantor has received from, or there has been published by, the U.S. Internal Revenue Service a ruling or (2) since the original issue date of the Securities of such series, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of the Outstanding Securities of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred; (iii) No Default or Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit or at any time in the period ending on the 91st day after the date of such deposit; (iv) Such election under Section 12.03(a) shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer or the Guarantor is a party or by which the Issuer or the Guarantor is bound; (v) The Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that after the 91st day following such deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (vi) The Issuer or the Guarantor, as the case may be, shall have delivered to the Trustee an Officer’s Certificate stating that the deposit made by it pursuant to its election under Section 12.03(a) was not made with the intent of preferring the Holders over its other creditors or with the intent of defeating, hindering, delaying or defrauding its creditors or others; and (vii) Each of the Issuer and the Guarantor shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the defeasance under Section 12.03(a) have been complied with as contemplated by this Section 12.03(b). (c) Subject to the provisions of Section 12.03(e), all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 12.03(b) in respect of the Outstanding Securities of a series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of principal and interest (and any Additional Amounts payable in respect thereof), but such money need not be segregated from other funds except to the extent required by law and the Trustee or any Paying Agent shall be under no obligation to invest and shall be under no liability for interest on such money. (d) Without limiting the rights of Holders under other provisions hereof, the Issuer and the Guarantor shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 12.03(b) or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Securities of such series. (e) Notwithstanding anything to the contrary in this Section 12.03, the Trustee shall deliver or pay to the Issuer or the Guarantor from time to time upon a Request by the Issuer or the Guarantor any money or U.S. Government Obligations held by it as provided in Section 12.03(b) which, in the opinion of a nationally recognized firm of independent public accountants in the United States expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under clause (i) of Section 12.03(b)) are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance. (f) If the Trustee or Paying Agent is unable to apply any deposited moneys or U.S. Government Obligations in accordance with Section 12.03(c), Section 12.03(d) or Section 12.03(e) by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuer’s obligations under this Indenture and the Securities of such series and the Guarantor’s obligations under this Indenture and the Guarantee shall be revived and reinstated as though no deposit had occurred pursuant to Section 12.03(b) until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 12.03(c), Section 12.03(d) or Section 12.03(e); provided, however, that, if the Issuer or the Guarantor makes any payment of principal of and interest (and any Additional Amounts payable in respect thereof) on any Security following the reinstatement of its obligations, then the Issuer or the Guarantor, as the case may be, shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money held by the Trustee or Paying Agent.

Defeasance upon Deposit of Moneys or U.S. Government Obligations. (a) Each of the Issuer or the Guarantor, The Company may, at its option by Board Resolution, and at any time, elect to have either paragraph (b) or paragraph (c) below be applied to the Issuer 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 released and the Guarantor discharged from their its respective obligations with respect to all Outstanding the outstanding Securities of a series Series on the date the applicable conditions set forth below in Section 12.03(b) are satisfied (hereinafter, “defeasance”"Legal Defeasance"). For this purpose, such defeasance Legal Defeasance means that the Issuer Company shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the Outstanding outstanding Securities of such seriesa Series, which shall thereafter be deemed to be “Outstanding” "outstanding" only for the purposes of Section 12.03(c) the Sections and the other Sections of matters under this Indenture referred to in clause (i), (ii), (iii) and (vii) below, and the Issuer and the Guarantor shall be deemed to have satisfied all their its other obligations under such Securities, the Guarantee Securities and this Indenture (and the Trustee, on demand of and at the expense of the Issuer and the Guarantor, shall execute proper instruments acknowledging the same)insofar as such Securities are concerned, except for the following which shall survive until otherwise terminated or discharged hereunder: : (i) the rights of Holders of Outstanding outstanding Securities of such series a Series to receive solely from the trust fund described in Section 12.03(cparagraph (d) below and as more fully set forth in such Sectionparagraph, payments in respect of the principal of and interest on such Securities (and any Additional Amounts payable in respect thereof) when such payments are due, or on the Redemption Date, as the case may be; due and (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) notwithstanding the Issuer’s and the Guarantor’s obligations prior exercise of its option under paragraph (c) below with respect to such Securities under Sections 3.02, 3.03, 3.05, 3.06, 3.07, 3.08 and 3.12; (iii) the rights, powers, trusts, duties and immunities of the Trustee under this Indenture and the Issuer’s and the Guarantor’s obligations in connection therewith; (iv) this Section 12.03; and (v) the obligations of the Issuer and the Guarantor to pay any Additional Amounts under Section 6.08 except to the extent such obligations are satisfied out of amounts in the trust fund. (b) The following shall be the conditions to application of Section 12.03(a) to the Outstanding Securities of a series: (i) The Issuer or the Guarantor shall irrevocably have deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities, (1) cash in U.S. Dollars in an amount, or (2) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one Business Day before the due date of any payment on the Securities, cash in U.S. Dollars in an amount, or (3) a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants in the United States expressed in a written certification thereof delivered to the Trustee, to pay and discharge and which shall be applied by the Trustee to pay and discharge the principal of and interest on (and any Additional Amounts payable in respect thereof) the Outstanding Securities on the Stated Maturity of such principal of and interest on the Securities (and any Additional Amounts payable in respect thereof); provided that the Trustee shall have been irrevocably instructed by the Issuer in writing to apply such money or the proceeds of such U.S. Government Obligations to said payments with respect to the Securities; (ii) The Issuer or the Guarantor shall have delivered to the Trustee an opinion of independent legal counsel of recognized standing licensed to practice law in the United States that (1) the Issuer or the Guarantor has received from, or there has been published by, the U.S. Internal Revenue Service a ruling or (2) since the original issue date of the Securities of such series, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of the Outstanding Securities of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred; (iii) No Default or Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit or at any time in the period ending on the 91st day after the date of such deposit; (iv) Such election under Section 12.03(a) shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer or the Guarantor is a party or by which the Issuer or the Guarantor is bound; (v) The Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that after the 91st day following such deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (vi) The Issuer or the Guarantor, as the case may be, shall have delivered to the Trustee an Officer’s Certificate stating that the deposit made by it pursuant to its election under Section 12.03(a) was not made with the intent of preferring the Holders over its other creditors or with the intent of defeating, hindering, delaying or defrauding its creditors or others; and (vii) Each of the Issuer and the Guarantor shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the defeasance under Section 12.03(a) have been complied with as contemplated by this Section 12.03(b). (c) Subject Upon the Company's exercise under paragraph (a) of the option applicable to the provisions of Section 12.03(ethis paragraph (c), all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 12.03(b) in respect of the Outstanding Securities of a series Company shall be held released and discharged from the obligations under any covenant contained in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of principal and interest (Article Five and any Additional Amounts payable other covenant contained in respect thereof), but the Authorizing Resolution or supplemental indenture relating to such money need not be segregated from other funds except Series to the extent required by law provided for therein, on and after the Trustee or any Paying Agent shall be under no obligation to invest and shall be under no liability for interest on such money. date the conditions set forth below are satisfied (d) Without limiting the rights of Holders under other provisions hereofhereinafter, the Issuer and the Guarantor shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 12.03(b) or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Securities of such series. (e) Notwithstanding anything to the contrary in this Section 12.03, the Trustee shall deliver or pay to the Issuer or the Guarantor from time to time upon a Request by the Issuer or the Guarantor any money or U.S. Government Obligations held by it as provided in Section 12.03(b) which, in the opinion of a nationally recognized firm of independent public accountants in the United States expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under clause (i) of Section 12.03(b)) are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance. (f) If the Trustee or Paying Agent is unable to apply any deposited moneys or U.S. Government Obligations in accordance with Section 12.03(c"Covenant Defeasance"), Section 12.03(d) or Section 12.03(e) by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuer’s obligations under this Indenture and the Securities of such series and the Guarantor’s obligations under this Indenture and the Guarantee Series shall be revived and reinstated as though no deposit had occurred pursuant to Section 12.03(b) until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 12.03(c), Section 12.03(d) or Section 12.03(e); provided, however, that, if the Issuer or the Guarantor makes any payment of principal of and interest (and any Additional Amounts payable in respect thereof) on any Security following the reinstatement of its obligations, then the Issuer or the Guarantor, as the case may be, shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money held by the Trustee or Paying Agent.thereafter

Defeasance upon Deposit of Moneys or U.S. Government Obligations. (a) Each of the Issuer or the Guarantor, The Company may, at its option by Board Resolution, and at any time, elect to have either paragraph (b) or paragraph (c) below be applied to the Issuer outstanding Notes upon compliance with the applicable conditions set forth in paragraph (d). (b) Upon the Company’s exercise under Section 8.01(a) of the option applicable to this clause (b), the Company and the Guarantor Subsidiary Guarantors shall be deemed to have been released and discharged from their respective obligations with respect to all Outstanding Securities of a series the outstanding Notes and Subsidiary Guarantees on the date the applicable conditions set forth below in Section 12.03(b) are satisfied (hereinafter, “defeasanceLegal Defeasance”). For this purpose, such defeasance Legal Defeasance means that the Issuer Company shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the Outstanding Securities of such seriesoutstanding Notes, which shall thereafter be deemed to be “Outstandingoutstanding” only for the purposes of Section 12.03(c) the Sections and the other Sections of matters under this Indenture referred to in clause (i), (ii), (iii) and (vii) below, and the Issuer and the Guarantor shall be deemed to have satisfied all their its other obligations under such Securities, the Guarantee Notes and this Indenture (and the Trustee, on demand of and at the expense of the Issuer and the Guarantor, shall execute proper instruments acknowledging the same)Indenture, except for the following provisions which shall survive until otherwise terminated or discharged hereunder: : (i) the rights of Holders of Outstanding Securities of such series outstanding Notes to receive solely from the trust fund described in Section 12.03(cparagraph (d) below and as more fully set forth in such Sectionparagraph, payments in respect of the principal of and interest on such Securities (and any Additional Amounts payable in respect thereof) Notes when such payments are due, or on the Redemption Date, as the case may be; due and (ii) obligations listed in Section 8.02 of this Indenture, subject to compliance with this Section 8.01. The Company may exercise its option under this paragraph (b) notwithstanding the Issuer’s and the Guarantor’s obligations prior exercise of its option under paragraph (c) below with respect to such Securities under Sections 3.02, 3.03, 3.05, 3.06, 3.07, 3.08 and 3.12;Notes. (iiic) Upon the rights, powers, trusts, duties and immunities Company’s exercise under Section 8.01(a) of the Trustee option applicable to this clause (c), the Company and the Subsidiary Guarantors shall be released and discharged from the obligations under any covenant contained in Article Three of the Thirteenth Supplemental Indenture, dated as of May 20, 2010, on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed to be not “outstanding” for the purpose of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder. For this purpose, such Covenant Defeasance means that, with respect to the outstanding Notes, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01(a)(iii) of the Indenture, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the IssuerCompany’s and exercise under Section 8.01(a) of the Guarantor’s obligations option applicable to this Section 8.01(c), subject to the satisfaction of the conditions set forth in connection therewith; Section 8.01(d), Sections 6.01(a)(iii), (iv) this Section 12.03; and ), (v), (vi) the obligations and (x) of the Issuer and the Guarantor to pay any Additional Amounts under Section 6.08 except to the extent such obligations are satisfied out this Indenture shall not constitute Events of amounts in the trust fundDefault. (bd) The following shall be the conditions to application of Section 12.03(aeither paragraph (b) or paragraph (c) above to the Outstanding Securities of a seriesoutstanding Notes: (i) The Issuer or Company shall provide written notice to the Guarantor Trustee and the Holders of its election under Section 8.01(a). (ii) The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 of this Indenture who shall agree to comply with the provisions of this Article Eight applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such SecuritiesNotes, (1) cash in U.S. Dollars in an amountdollars, or (2) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one Business Day before the due date of any payment of principal of (and premium, if any) and interest, if any, on the Securitiessuch Notes, cash in U.S. Dollars money in an amount, or (3) a combination thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such amounts as will be sufficientprincipal and interest, in the opinion of a nationally recognized firm of independent public accountants in the United States expressed in a written certification thereof delivered to the Trustee, to pay and discharge discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (i) the principal of and interest on (and any Additional Amounts payable in respect thereofpremium, if any) the Outstanding Securities and interest, if any, on such Notes on the Stated Maturity maturity date of such principal or installment of principal or interest and interest on the Securities (and any Additional Amounts payable in respect thereof); provided that the Trustee shall have been irrevocably instructed by the Issuer in writing to apply such money or the proceeds of such U.S. Government Obligations to said payments with respect to the Securities; (ii) The Issuer any mandatory sinking fund payments or analogous payments applicable to such Notes on the Guarantor day on which such payments are due and payable in accordance with the terms of this Indenture and of such Notes. (iii) Such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. (iv) No Event of Default or event which with notice or lapse of time or both would become an Event of Default shall have occurred and be continuing on the date of such deposit or, insofar as Section 6.01(a)(vi) and Section 6.01(a)(vii) of this Indenture are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (v) In the case of an election under Section 8.01(b), the Company shall have delivered to the Trustee an opinion Opinion of independent legal counsel of recognized standing licensed to practice law in the United States Counsel stating that (1i) the Issuer or the Guarantor Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling ruling, or (2ii) since the original issue date of the Securities execution of such seriesthis Indenture, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of the Outstanding Securities of such series Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred;. (iiivi) No Default or Event In the case of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit or at any time in the period ending on the 91st day after the date of such deposit; (iv) Such an election under Section 12.03(a) shall not result in a breach or violation of8.01(c), or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer or the Guarantor is a party or by which the Issuer or the Guarantor is bound; (v) The Issuer Company shall have delivered to the Trustee an Opinion of Counsel to the effect that after the 91st day following Holders of such deposit, the trust funds Notes will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the effect of any applicable bankruptcysame amounts, insolvency, reorganization or similar laws affecting creditors’ rights generally;in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred. (vivii) The Issuer or the Guarantor, as the case may be, Company shall have delivered to the Trustee an Officer’s Certificate stating that the deposit made by it pursuant to its election under Section 12.03(a) was not made with the intent of preferring the Holders over its other creditors or with the intent of defeating, hindering, delaying or defrauding its creditors or others; and (vii) Each of the Issuer and the Guarantor shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the defeasance Legal Defeasance under Section 12.03(a8.01(b) or the Covenant Defeasance under Section 8.01(c) (as the case may be) have been complied with as contemplated by this Section 12.03(b). (c) Subject and an Opinion of Counsel to the provisions effect that either (i) as a result of Section 12.03(e), all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee a deposit pursuant to Section 12.03(b8.01(d)(ii) in respect and the related exercise of the Outstanding Securities of a series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of principal and interest (and any Additional Amounts payable in respect thereof), but such money need not be segregated from other funds except to the extent required by law and the Trustee or any Paying Agent shall be Company’s option under no obligation to invest and shall be under no liability for interest on such money. (d) Without limiting the rights of Holders under other provisions hereof, the Issuer and the Guarantor shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 12.03(b) or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Securities of such series. (e) Notwithstanding anything to the contrary in this Section 12.03, the Trustee shall deliver or pay to the Issuer or the Guarantor from time to time upon a Request by the Issuer or the Guarantor any money or U.S. Government Obligations held by it as provided in Section 12.03(b) which, in the opinion of a nationally recognized firm of independent public accountants in the United States expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under clause (i) of Section 12.03(b)) are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance. (f) If the Trustee or Paying Agent is unable to apply any deposited moneys or U.S. Government Obligations in accordance with Section 12.03(c), Section 12.03(d8.01(b) or Section 12.03(e8.01(c) by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuer’s obligations under this Indenture and the Securities of such series and the Guarantor’s obligations under this Indenture and the Guarantee shall be revived and reinstated as though no deposit had occurred pursuant to Section 12.03(b) until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 12.03(c), Section 12.03(d) or Section 12.03(e); provided, however, that, if the Issuer or the Guarantor makes any payment of principal of and interest (and any Additional Amounts payable in respect thereof) on any Security following the reinstatement of its obligations, then the Issuer or the Guarantor, as the case may be), shall be subrogated registration is not required under the Investment Company Act of 1940, as amended, by the Company, with respect to the rights of the Holders of trust funds representing such Securities to receive such payment from the money held deposit or by the Trustee for such trust funds or Paying Agent(ii) all necessary registrations under said Act have been effected. (viii) Notwithstanding any other provisions of this Section, such Legal Defeasance or Covenant Defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations with may be imposed on the Company in connection therewith pursuant to Section 2.01 of this Indenture. In the event all or any portion of the Notes are to be redeemed through such irrevocable trust, the Company must make arrangements satisfactory to the Trustee, at the time of such deposit, for the giving of the notice of such redemption or redemptions by the Trustee in the name and at the expense of the Company.”

Defeasance upon Deposit of Moneys or U.S. Government Obligations. (a) Each of the Issuer or the Guarantor, The Company may, at its option by Board Resolution, and at any time, elect to have either paragraph (b) or paragraph (c) below be applied to the Issuer outstanding Notes upon compliance with the applicable conditions set forth in paragraph (d). (b) Upon the Company’s exercise under Section 8.01(a) of the option applicable to this clause (b), the Company and the Guarantor Subsidiary Guarantors shall be deemed to have been released and discharged from their respective obligations with respect to all Outstanding Securities of a series the outstanding Notes and Subsidiary Guarantees on the date the applicable conditions set forth below in Section 12.03(b) are satisfied (hereinafter, “defeasanceLegal Defeasance”). For this purpose, such defeasance Legal Defeasance means that the Issuer Company shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the Outstanding Securities of such seriesoutstanding Notes, which shall thereafter be deemed to be “Outstandingoutstanding” only for the purposes of Section 12.03(c) the Sections and the other Sections of matters under this Indenture referred to in clause (i), (ii), (iii) and (vii) below, and the Issuer and the Guarantor shall be deemed to have satisfied all their its other obligations under such Securities, the Guarantee Notes and this Indenture (and the Trustee, on demand of and at the expense of the Issuer and the Guarantor, shall execute proper instruments acknowledging the same)Indenture, except for the following provisions which shall survive until otherwise terminated or discharged hereunder: : (i) the rights of Holders of Outstanding Securities of such series outstanding Notes to receive solely from the trust fund described in Section 12.03(cparagraph (d) below and as more fully set forth in such Sectionparagraph, payments in respect of the principal of and interest on such Securities (and any Additional Amounts payable in respect thereof) Notes when such payments are due, or on the Redemption Date, as the case may be; due and (ii) obligations listed in Section 8.02 of this Indenture, subject to compliance with this Section 8.01. The Company may exercise its option under this paragraph (b) notwithstanding the Issuer’s and the Guarantor’s obligations prior exercise of its option under paragraph (c) below with respect to such Securities under Sections 3.02, 3.03, 3.05, 3.06, 3.07, 3.08 and 3.12; (iii) the rights, powers, trusts, duties and immunities of the Trustee under this Indenture and the Issuer’s and the Guarantor’s obligations in connection therewith; (iv) this Section 12.03; and (v) the obligations of the Issuer and the Guarantor to pay any Additional Amounts under Section 6.08 except to the extent such obligations are satisfied out of amounts in the trust fundNotes. (b) The following shall be the conditions to application of Section 12.03(a) to the Outstanding Securities of a series: (i) The Issuer or the Guarantor shall irrevocably have deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities, (1) cash in U.S. Dollars in an amount, or (2) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one Business Day before the due date of any payment on the Securities, cash in U.S. Dollars in an amount, or (3) a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants in the United States expressed in a written certification thereof delivered to the Trustee, to pay and discharge and which shall be applied by the Trustee to pay and discharge the principal of and interest on (and any Additional Amounts payable in respect thereof) the Outstanding Securities on the Stated Maturity of such principal of and interest on the Securities (and any Additional Amounts payable in respect thereof); provided that the Trustee shall have been irrevocably instructed by the Issuer in writing to apply such money or the proceeds of such U.S. Government Obligations to said payments with respect to the Securities; (ii) The Issuer or the Guarantor shall have delivered to the Trustee an opinion of independent legal counsel of recognized standing licensed to practice law in the United States that (1) the Issuer or the Guarantor has received from, or there has been published by, the U.S. Internal Revenue Service a ruling or (2) since the original issue date of the Securities of such series, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of the Outstanding Securities of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred; (iii) No Default or Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit or at any time in the period ending on the 91st day after the date of such deposit; (iv) Such election under Section 12.03(a) shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer or the Guarantor is a party or by which the Issuer or the Guarantor is bound; (v) The Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that after the 91st day following such deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (vi) The Issuer or the Guarantor, as the case may be, shall have delivered to the Trustee an Officer’s Certificate stating that the deposit made by it pursuant to its election under Section 12.03(a) was not made with the intent of preferring the Holders over its other creditors or with the intent of defeating, hindering, delaying or defrauding its creditors or others; and (vii) Each of the Issuer and the Guarantor shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the defeasance under Section 12.03(a) have been complied with as contemplated by this Section 12.03(b). (c) Subject to the provisions of Section 12.03(e), all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 12.03(b) in respect of the Outstanding Securities of a series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of principal and interest (and any Additional Amounts payable in respect thereof), but such money need not be segregated from other funds except to the extent required by law and the Trustee or any Paying Agent shall be under no obligation to invest and shall be under no liability for interest on such money. (d) Without limiting the rights of Holders under other provisions hereof, the Issuer and the Guarantor shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 12.03(b) or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Securities of such series. (e) Notwithstanding anything to the contrary in this Section 12.03, the Trustee shall deliver or pay to the Issuer or the Guarantor from time to time upon a Request by the Issuer or the Guarantor any money or U.S. Government Obligations held by it as provided in Section 12.03(b) which, in the opinion of a nationally recognized firm of independent public accountants in the United States expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under clause (i) of Section 12.03(b)) are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance. (f) If the Trustee or Paying Agent is unable to apply any deposited moneys or U.S. Government Obligations in accordance with Section 12.03(c), Section 12.03(d) or Section 12.03(e) by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuer’s obligations under this Indenture and the Securities of such series and the Guarantor’s obligations under this Indenture and the Guarantee shall be revived and reinstated as though no deposit had occurred pursuant to Section 12.03(b) until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 12.03(c), Section 12.03(d) or Section 12.03(e); provided, however, that, if the Issuer or the Guarantor makes any payment of principal of and interest (and any Additional Amounts payable in respect thereof) on any Security following the reinstatement of its obligations, then the Issuer or the Guarantor, as the case may be, shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money held by the Trustee or Paying Agent.

Defeasance upon Deposit of Moneys or U.S. Government Obligations. (a) Each of the Issuer or the Guarantor, The Company may, at its option by Board Resolution, and at any time, elect to have either paragraph (b) or paragraph (c) below be applied to the Issuer outstanding Notes 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 released and the Guarantor discharged from their its respective obligations with respect to all Outstanding Securities of a series the outstanding Notes on the date the applicable conditions set forth below in Section 12.03(b) are satisfied (hereinafter, “defeasance”"Legal Defeasance"). For this purpose, such defeasance Legal Defeasance means that the Issuer Company shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the Outstanding Securities of such seriesoutstanding Notes, which shall thereafter be deemed to be “Outstanding” "outstanding" only for the purposes of Section 12.03(c) the Sections and the other Sections of matters under this Indenture referred to in clause (i), (ii), (iii) and (vii) below, and the Issuer and the Guarantor shall be deemed to have satisfied all their its other obligations under such Securities, the Guarantee Notes and this Indenture (and insofar as the Trustee, on demand of and at the expense of the Issuer and the Guarantor, shall execute proper instruments acknowledging the same)Notes are concerned, except for the following which shall survive until otherwise terminated or discharged hereunder: : (i) the rights of Holders of Outstanding Securities of such series outstanding Notes to receive solely from the trust fund described in Section 12.03(cparagraph (d) below and as more fully set forth in such Sectionparagraph, payments in respect of the principal of and interest on such Securities (and any Additional Amounts payable in respect thereof) the Notes when such payments are due, or on the Redemption Date, as the case may be; due and (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) notwithstanding the Issuer’s and the Guarantor’s obligations prior exercise of its option under paragraph (c) below with respect to such Securities under Sections 3.02, 3.03, 3.05, 3.06, 3.07, 3.08 and 3.12;the Notes. (iiic) Upon the rights, powers, trusts, duties and immunities Company's exercise under paragraph (a) of the Trustee option applicable to this paragraph (c), the Company shall be released and discharged from the obligations under any covenant contained in Article Four, on and after the date the conditions set forth below are satisfied (hereinafter, "Covenant Defeasance"), and the Notes shall thereafter be deemed to be not "outstanding" for the purpose of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed "outstanding" for all other purposes hereunder and the Company shall remain obligated for the principal and interest on the securities of such series. For this purpose, such Covenant Defeasance means that, with respect to the outstanding Notes, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01(c), but, except as specified above, the remainder of this Indenture and the Issuer’s and the Guarantor’s obligations in connection therewith; (iv) this Section 12.03; and (v) the obligations of the Issuer and the Guarantor to pay any Additional Amounts under Section 6.08 except to the extent such obligations are satisfied out of amounts in the trust fundNotes shall be unaffected thereby. (bd) The following shall be the conditions to application of Section 12.03(aeither paragraph (b) or paragraph (c) above to the Outstanding Securities of a seriesoutstanding Notes: (i) The Issuer or the Guarantor Company shall have irrevocably have deposited or caused to be deposited in trust with the Trustee as Trustee, pursuant to an irrevocable trust funds and security agreement in trust for form and substance reasonably satisfactory to the purpose of making the following paymentsTrustee, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities, (1) cash money in U.S. Dollars in an amount, dollars or (2) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one Business Day before the due date of any payment on the Securities, cash in U.S. Dollars in an amount, government obligations or (3) a combination thereof, thereof in such amounts and at such times as will be are sufficient, in the opinion of a nationally recognized firm of independent public accountants in the United States expressed in a written certification thereof delivered to the Trusteeaccountants, to pay and discharge and which shall be applied by the Trustee to pay and discharge the principal of and interest on (and any Additional Amounts payable in respect thereof) the Outstanding Securities on the Stated Maturity of such principal of and interest on the Securities (and any Additional Amounts payable in respect thereof)outstanding Notes to maturity or redemption; provided provided, however, that the Trustee (or other qualifying trustee) shall have been irrevocably instructed by received an irrevocable written order from the Issuer in writing Company instructing the Trustee (or other qualifying trustee) to apply such money or the proceeds of such U.S. Government Obligations government obligations to said payments with respect to the Securities;Notes to maturity or redemption; provided that to the extent or until such time that the Trustee is unable to acquire U.S. government obligations that match the Maturity Date, the Trustee may invest amounts deposited hereunder in common investment funds that invest in U.S. government securities. (ii) The Issuer No Default or the Guarantor Event of Default shall have delivered occurred and be continuing on the date of such deposit; (iii) Such deposit will not result in a Default under this Indenture or a breach or violation of, or constitute a default under, any other material instrument or agreement to which the Company or any of its Subsidiaries is a party or by which it or any of their property is bound; (A) In the event the Company elects paragraph (b) hereof, the Company shall deliver to the Trustee an opinion Opinion of independent legal counsel of recognized standing licensed to practice law Counsel in the United States States, in form and substance reasonably satisfactory to the Trustee, to the effect that (1) the Issuer or the Guarantor Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling or (2) since the original issue date of the Securities of such seriesIssue Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such opinion Opinion of Counsel shall confirm state that, the Holders of the Outstanding Securities of such series Notes will not recognize income, gain or loss for U.S. United States federal income tax purposes as a result of such deposit and the defeasance contemplated hereby and will be subject to U.S. federal income tax on in the same amounts, amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; or (B) in the event the Company elects paragraph (c) hereof, the Company shall deliver to the Trustee an Opinion of Counsel in the United States, in form and substance reasonably satisfactory to the Trustee, to the effect that Holders of the Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and the defeasance contemplated hereby and will be subject to federal income tax in the same amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (iii) No Default or Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit or at any time in the period ending on the 91st day after the date of such deposit; (iv) Such election under Section 12.03(a) shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer or the Guarantor is a party or by which the Issuer or the Guarantor is bound; (v) The Issuer Company shall have delivered to the Trustee an Opinion of Counsel to the effect that after the 91st day following such depositOfficers' Certificate, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (vi) The Issuer or the Guarantor, as the case may be, shall have delivered to the Trustee an Officer’s Certificate stating that the deposit made by it pursuant to its election under Section 12.03(aclause (i) was not made by the Company with the intent of preferring the Holders of the Notes over its any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding its any other creditors of the Company or others; and; (viivi) Each of the Issuer and the Guarantor The Company shall have delivered to the Trustee an Officer’s Opinion of Counsel, reasonably satisfactory to the Trustee, to the effect that, (A) the trust funds will not be subject to the rights of holders of Indebtedness of the Company other than the Notes and (B) assuming no intervening bankruptcy of the Company between the date of deposit and the 91st day following the deposit and that no Holder of Notes is an insider of the Company, after the 91st day following the deposit, the trust funds will not be subject to any applicable bankruptcy, insolvency, reorganization or similar law affecting creditors' rights generally; and (vii) The Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for specified herein relating to the defeasance under Section 12.03(a) have been complied with as contemplated by this Section 12.03(b). (c) Subject to 8.01 have been complied with. In the provisions of Section 12.03(e), event all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 12.03(b) in respect or any portion of the Outstanding Securities of a series shall Notes are to be held in trust and applied by redeemed through such irrevocable trust, the Company must make arrangements satisfactory to the Trustee, in accordance with at the provisions time of such Securities and this Indenturedeposit, to for the payment, either directly giving of the notice of such redemption or through any Paying Agent (including the Issuer acting as its own Paying Agent) as redemptions by the Trustee may determine, to in the Holders of such Securities of all sums due name and to become due thereon in respect of principal and interest (and any Additional Amounts payable in respect thereof), but such money need not be segregated from other funds except to at the extent required by law and the Trustee or any Paying Agent shall be under no obligation to invest and shall be under no liability for interest on such money. (d) Without limiting the rights of Holders under other provisions hereof, the Issuer and the Guarantor shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 12.03(b) or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account expense of the Holders of the Outstanding Securities of such seriesCompany. (e) Notwithstanding anything In addition to the contrary in Company's rights above under this Section 12.038.01, the Trustee shall deliver or pay Company may terminate all of its obligations under this Indenture with respect to the Issuer Notes when: (i) All Notes theretofore authenticated and delivered (other than Notes which have been destroyed, lost or the Guarantor from time to time upon a Request by the Issuer stolen and which have been replaced or the Guarantor any money or U.S. Government Obligations held by it paid as provided in Section 12.03(b2.07 and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) which, in the opinion of a nationally recognized firm of independent public accountants in the United States expressed in a written certification thereof have been delivered to the Trustee for cancellation or all such Notes not theretofore delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year, either by the terms of such Notes or upon redemption (which may be and if upon redemption the opinion delivered under clause (iCompany has deposited with the Trustee irrevocable instructions to redeem such Notes) of Section 12.03(b)) are in excess of and the amount thereof which would then be required Company has irrevocably deposited or caused to be deposited to effect an equivalent defeasance. (f) If with the Trustee or Paying Agent is unable as trust funds in trust solely for that purpose an amount of money sufficient to apply any deposited moneys or U.S. Government Obligations in accordance with Section 12.03(c), Section 12.03(d) or Section 12.03(e) by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then pay and discharge the Issuer’s obligations under this Indenture and entire Indebtedness on the Securities of such series and the Guarantor’s obligations under this Indenture and the Guarantee shall be revived and reinstated as though no deposit had occurred pursuant Notes not theretofore delivered to Section 12.03(b) until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 12.03(c)for cancellation, Section 12.03(d) or Section 12.03(e); provided, however, that, if the Issuer or the Guarantor makes any payment of for principal of and interest to maturity or redemption; (and any Additional Amounts ii) The Company has paid or caused to be paid all other sums payable in respect thereofhereunder by the Company; (iii) on any Security following The Company has delivered irrevocable instructions to the reinstatement Trustee to apply the deposited money toward the payment of its obligations, then the Issuer Notes at maturity or the Guarantorredemption, as the case may be, shall be subrogated ; and (iv) The Company has delivered to the rights Trustee an Officers' Certificate and an Opinion of Counsel, stating that all conditions precedent specified herein relating to the Holders satisfaction and discharge of such Securities to receive such payment from the money held by the Trustee or Paying Agentthis Indenture have been complied with.