Common use of Defeasance Clause in Contracts

Defeasance. The Company may, at its option and at any time (including notwithstanding the exercise by the Company of a Covenant Defeasance (as defined herein)), elect to have its obligations discharged with respect to a series of the Securities (“Legal Defeasance”). Such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such series of Securities, except for (a) the rights of Holders to receive payments in respect of the principal of (and premium, if any) and interest on the Securities when such payments are due solely from the trust fund described in this Section, (b) the Company’s obligations with respect to such series of Securities concerning issuing temporary Securities, registration of transfer or exchange of such series of Securities, mutilated, destroyed, lost or stolen Securities of such series and the maintenance of an office or agency for payments, (c) the rights, powers, trust, duties and immunities of the Trustee and the Company’s obligations in connection therewith and (d) the Legal Defeasance provisions of this Indenture. In addition, the Company may, at its option and at any time, elect to have the obligations of the Company released with respect to covenants provided with respect to such series of Securities under Section 2.01(15), 9.01(4) and 9.01(7) of this Indenture (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to such series of Securities. In the event of Covenant Defeasance, those events described under Section 6.01(a) with respect to the foregoing covenants will no longer constitute an Event of Default with respect to such series of Securities. In order to exercise either Legal Defeasance or Covenant Defeasance: (1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of such series, (A) moneys in an amount, or (B) noncallable Governmental Obligations the scheduled principal of and interest on which in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the case of (B) or (C), in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, at maturity or upon redemption, the principal of (and premium, if any) and interest on such series of Securities on the stated date for payment thereof or on the applicable redemption date, as the case may be; (2) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of such series of Securities will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that the Holders of such series of Securities 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 same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or insofar as Events of Default under clauses (4) and (5) of Section 6.01(a) with respect to the Securities of such series are concerned, at any time in the period ending on the 91st day after the date of deposit; (5) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with; and (6) if such series of Securities are to be redeemed prior to final maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made.

Defeasance. The Company may, at its option and at any time (including notwithstanding the exercise by the Company of a Covenant Defeasance (as defined herein)), elect to have its obligations discharged with respect to a series of the Securities (“Legal Defeasance”). Such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such series of Securities, except for (a) the rights of Holders to receive payments in respect of the principal of (and premium, if any) and interest on the Securities when such payments are due solely from the trust fund described in this Section, (b) the Company’s obligations with respect to such series of Securities concerning issuing temporary Securities, registration of transfer or exchange of such series of Securities, mutilated, destroyed, lost or stolen Securities of such series and the maintenance of an office or agency for payments, (c) the rights, powers, trust, duties and immunities of the Trustee and the Company’s obligations in connection therewith and (d) the Legal Defeasance provisions of this Indenture. In addition, the Company may, at its option and at any time, elect to have the obligations of the Company released with respect to covenants provided with respect to such series of Securities under Section 2.01(152.01(16), 9.01(4) and 9.01(7) of this Indenture (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to such series of Securities. In the event of Covenant Defeasance, those events described under Section 6.01(a) with respect to the foregoing covenants will no longer constitute an Event of Default with respect to such series of Securities. In order to exercise either Legal Defeasance or Covenant Defeasance: (1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of such series, (A) moneys in an amount, or (B) noncallable Governmental Obligations the scheduled principal of and interest on which in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the case of (B) or (C), in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, at maturity or upon redemption, the principal of (and premium, if any) and interest on such series of Securities on the stated date for payment thereof or on the applicable redemption date, as the case may be; (2) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of such series of Securities will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that the Holders of such series of Securities 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 same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or insofar as Events of Default under clauses (4) and (5) of Section 6.01(a) with respect to the Securities of such series are concerned, at any time in the period ending on the 91st day after the date of deposit; (5) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with; and (6) if such series of Securities are to be redeemed prior to final maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made.

Defeasance. The Company mayUpon the Company’s exercise of the above option applicable to this Section, at its option and at any time (including notwithstanding the exercise by the Company of a Covenant Defeasance (as defined herein)), elect and each other Note Party) shall be deemed to have been discharged from its obligations discharged with respect to a series of the Outstanding Securities (including the Securities Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasancedefeasance”). Such Legal Defeasance For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities (including the Securities Guarantees) which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 8.05 and the other Sections of this Indenture referred to in (A) and (B) below and to have satisfied all its other obligations under such series Securities, the Securities Guarantees and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of Securitiesthe Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (aA) the rights of Holders of Outstanding Securities to receive solely from the trust fund described in Section 8.04 and as more fully set forth in such Section, payments in respect of the principal of (and premiuminterest, if any) and interest , on the such Securities when such payments are due solely from the trust fund described in this Sectiondue, (bB) the Company’s obligations with respect to such series Securities under Sections 2.06, 2.07 and 2.09, and with respect to the payment of Additional Amounts, if any, on such Securities concerning issuing temporary Securities, registration of transfer or exchange of such series of Securities, mutilated, destroyed, lost or stolen Securities of such series and the maintenance of an office or agency for paymentsas contemplated by Section 13.01, (cC) the rights, powers, trusttrusts, duties duties, and immunities of the Trustee and the Company’s obligations in connection therewith hereunder and (dD) the Legal Defeasance provisions of this IndentureArticle 8. In additionSubject to compliance with this Article 8, the Company may, at may exercise its option and at any time, elect to have under this Section 8.02 notwithstanding the obligations prior exercise of the Company released with respect to covenants provided with respect to such series of Securities its option under Section 2.01(15), 9.01(4) and 9.01(7) of this Indenture (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to such series of Securities. In the event of Covenant Defeasance, those events described under Section 6.01(a) with respect to the foregoing covenants will no longer constitute an Event of Default with respect to such series of Securities. In order to exercise either Legal Defeasance or Covenant Defeasance: (1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of such series, (A) moneys in an amount, or (B) noncallable Governmental Obligations the scheduled principal of and interest on which in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the case of (B) or (C), in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, at maturity or upon redemption, the principal of (and premium, if any) and interest on such series of Securities on the stated date for payment thereof or on the applicable redemption date, as the case may be; (2) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of such series of Securities will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that the Holders of such series of Securities 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 same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or insofar as Events of Default under clauses (4) and (5) of Section 6.01(a) with respect to the Securities of such series are concerned, at any time in the period ending on the 91st day after the date of deposit; (5) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with; and (6) if such series of Securities are to be redeemed prior to final maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made8.03.

Defeasance. If so provided in the applicable Supplement: (a) The Company may, Transferor may at its option and at any time (including notwithstanding the exercise by the Company of a Covenant Defeasance (as defined herein)), elect to have be discharged from its obligations discharged hereunder with respect to a series of any Series or all outstanding Series (the Securities “Defeased Series”) on the date the applicable conditions set forth in Section 12.04(c) are satisfied (“Legal Defeasance”). Such Legal Defeasance means ; provided, however, that the Company following rights, obligations, powers, duties and immunities shall be deemed survive with respect to have paid and the Defeased Series until otherwise terminated or discharged the entire indebtedness represented by such series of Securities, except for hereunder: (ai) the rights of Holders to receive payments in respect of Investor Certificates of the principal of (and premiumDefeased Series to receive, if any) and interest on the Securities when such payments are due solely from the trust fund described provided for in this SectionSection 12.04(c), payments in respect of principal of and interest on such Investor Certificates when such payments. are due; (bii) the CompanyTransferor’s obligations with respect to such series of Securities concerning issuing temporary Securities, registration of transfer or exchange of such series of Securities, mutilated, destroyed, lost or stolen Securities of such series Certificates under Sections 6.04 and the maintenance of an office or agency for payments, 6.05; (ciii) the rights, powers, trusttrusts, duties and immunities of the Trustee Trustee, the Paying Agent and the Company’s obligations in connection therewith Transfer Agent and Registrar hereunder; and (div) the Legal Defeasance provisions of this Indenture. In additionSection 12.04. (b) Subject to Section 12.04(c), the Company may, Transferor at its option may cause Collections allocated to the Defeased Series and at any time, elect available to have acquire additional Receivables to be applied to acquire Eligible Investments rather than additional Receivables. (c) The following shall be the obligations of the Company released with respect conditions to covenants provided with respect to such series of Securities Defeasance under Section 2.01(15), 9.01(4) and 9.01(7) of this Indenture 12.04(a): (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to such series of Securities. In the event of Covenant Defeasance, those events described under Section 6.01(a) with respect to the foregoing covenants will no longer constitute an Event of Default with respect to such series of Securities. In order to exercise either Legal Defeasance or Covenant Defeasance: (1i) the Company must Transferor irrevocably deposit shall have deposited or caused to be deposited with the Trustee, under the terms of an irrevocable trust agreement in trustform and substance satisfactory to the Trustee, as trust funds in trust for making the benefit of the Holders of such seriespayments described below, (A) moneys Dollars in an amount, or (B) noncallable Governmental Obligations Eligible Investments which through the scheduled payment of principal of and interest on which in accordance with their terms respect thereof will provide, not later than the due date of any paymentpayment thereon, money in an amount, or (C) a combination thereof, sufficient, in the each case of (B) or (C), in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, sufficient to pay and discharge, at maturity and, which shall be applied by the Trustee to pay and discharge, all remaining scheduled interest and principal payments on all outstanding Investor Certificates of the Defeased Series on the dates scheduled for such payments in this Agreement and the applicable Supplements and all amounts owing to the Series Enhancers with respect to the Defeased Series; (ii) prior to its first exercise of its right pursuant to this Section 12.04 with respect to a Defeased Series to substitute money or upon redemptionEligible Investments for Receivables, the principal of (and premium, if any) and interest on such series of Securities on the stated date for payment thereof or on the applicable redemption date, as the case may be; (2) in the case of Legal Defeasance, the Company Transferor shall have delivered to the Trustee a Tax Opinion with respect to such deposit and termination of obligations and an Opinion of Counsel confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, that such deposit and based thereon such Opinion termination of Counsel shall confirm that, the Holders of such series of Securities obligations will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at Trust being required to register as an “investment company” within the same times as would have been meaning of the case if such Legal Defeasance had not occurred; Investment Company Act; (3iii) in the case of Covenant Defeasance, the Company Transferor shall have delivered to the Trustee and each Series Enhancer entitled thereto pursuant to the relevant Supplement an Opinion Officer’s Certificate of Counsel confirming the Transferor stating that the Holders Transferor reasonably believes that such deposit and termination of obligations will not, based on the facts known to such officer at the time of such series certification, then cause a Pay Out Event or any event that, with the giving of Securities will not recognize incomenotice or the lapse of time, gain or loss for federal income tax purposes as would constitute a result of such Covenant Defeasance and will be subject Pay Out Event to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or insofar as Events of Default under clauses (4) and (5) of Section 6.01(a) occur with respect to the Securities of such series are concerned, at any time in the period ending on the 91st day after the date of deposit; Series; and (5iv) the Company Transferor shall have received written notice from each Rating Agency that such deposit and termination of obligations will not have a Ratings Effect and shall have delivered copies of each such written notice to the Trustee an Officers’ Certificate Servicer and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with; and (6) if such series of Securities are to be redeemed prior to final maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been madeTrustee.

Defeasance. Notwithstanding anything to the contrary in this Agreement or any Supplement: (a) The Company may, Transferors may at its their option and at any time (including notwithstanding the exercise by the Company of a Covenant Defeasance (as defined herein)), elect to have its be discharged from their obligations discharged hereunder with respect to any Series or all outstanding Series (each, a series of “Defeased Series”) on the Securities date the applicable conditions set forth in subsection 12.04(c) are satisfied (a “Legal Defeasance”) but only if Defeasance is explicitly available to such Series in accordance with its related Supplement (it being understood that Defeasance shall not be available to such Series in any other case). Such Legal Defeasance means ; provided, however, that the Company following rights, obligations, powers, duties and immunities shall be deemed survive with respect to have paid and each Defeased Series until otherwise terminated or discharged the entire indebtedness represented by such series of Securities, except for hereunder: (ai) the rights of the Holders to receive payments in respect of Investor Certificates of the principal of (and premiumDefeased Series to receive, if any) and interest on the Securities when such payments are due solely from the trust fund described provided for in this Sectionsubsection 12.04(c), payments in respect of principal of and interest on such Investor Certificates when such payments are due; (bii) the Company’s Transferors’ obligations with respect to such series of Securities concerning issuing temporary Securities, registration of transfer or exchange of such series of Securities, mutilated, destroyed, lost or stolen Securities of such series Certificates under Sections 6.04 and the maintenance of an office or agency for payments, 6.05; (ciii) the rights, powers, trusttrusts, duties duties, and immunities of the Trustee Trustee, the Paying Agent and the Company’s obligations in connection therewith Registrar hereunder; and (div) this Section 12.04. (b) Subject to subsection 12.04(c), the Transferors at their option may cause Collections allocated to each Defeased Series and available to acquire additional Receivables to be applied to purchase Eligible Investments rather than acquire additional Receivables. (c) The following shall be the conditions precedent to any Defeasance under subsection 12.04(a): (i) the Legal Defeasance provisions of this Indenture. In addition, Transferors irrevocably shall have deposited or caused to be deposited with the Company may, at its option and at Trustee (such deposit to be made from other than the Transferors’ or any time, elect to have the obligations Affiliate of the Company released with respect to covenants provided with respect to such series of Securities under Section 2.01(15Transferors’ funds), 9.01(4) under the terms of an irrevocable trust agreement in form and 9.01(7) of this Indenture (“Covenant Defeasance”) and thereafter any omission substance satisfactory to comply with such obligations shall not constitute a Default or Event of Default with respect to such series of Securities. In the event of Covenant Defeasance, those events described under Section 6.01(a) with respect to the foregoing covenants will no longer constitute an Event of Default with respect to such series of Securities. In order to exercise either Legal Defeasance or Covenant Defeasance: (1) the Company must irrevocably deposit with the Trustee, as trust funds in trust, trust for making the benefit of the Holders of such seriespayments described below, (A) moneys Dollars in an amountamount equal to, or (B) noncallable Governmental Obligations Eligible Investments which through the scheduled payment of principal of and interest on which in accordance with their terms respect thereof will provide, not later than the due date of any paymentpayment thereon, money in an amountamount equal to, or (C) a combination thereof, sufficient, in the each case sufficient to pay and discharge (without relying on income or gain from reinvestment of (B) or (Csuch amount), in and which shall be applied by the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, Trustee to pay and discharge, at maturity or upon redemption, the all remaining scheduled interest and principal payments on all outstanding Investor Certificates of (and premium, if any) and interest on such series of Securities each Defeased Series on the stated date dates scheduled for payment thereof or on such payments in this Agreement and the applicable redemption date, as Supplements and all amounts owing to the case may beSeries Enhancers with respect to each Defeased Series; (2ii) a statement from a firm of nationally recognized independent public accountants (who may also render other services to the Transferors) to the effect that such deposit is sufficient to pay the amounts specified in the case clause (i) above; (iii) prior to its first exercise of Legal Defeasanceits right pursuant to this Section 12.04 with respect to a Defeased Series to substitute money or Eligible Investments for Receivables, the Company Transferors shall have delivered to the Trustee an Opinion of Counsel confirming to the effect contemplated by clause (b) of the definition in Section 1.01 of the term “Tax Opinion” (the preparation and delivery of which shall not be at the expense of the Trustee) with respect to such deposit and termination of obligations, and an Opinion of Counsel to the effect that (A) such deposit and termination of obligations will not result in the Trust being required to register as an “investment company” within the meaning of the Investment Company has received from, or there has been published by, the Internal Revenue Service a ruling or Act and (B) since if the date Transferors’ long-term unsecured debt obligations are not rated at least P-3 or Baa3, respectively, by Moody’s, such deposit and termination of this Indenture, there has been obligations would not be a change fraudulent conveyance (based in the applicable federal income tax law, in either case reliance on certain certificates to the effect that, that the Receivables and based thereon such Opinion termination of Counsel shall confirm that, obligations constitute fair value for consideration paid therefor and as to the Holders solvency of such series of Securities will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurredTransferors); (3iv) in the case of Covenant Defeasance, the Company Transferors shall have delivered to the Trustee an Opinion Officer’s Certificate of Counsel confirming the Transferors stating the Transferors reasonably believe that such deposit and termination of obligations will not, based on the Holders facts known to such officer at the time of such series of Securities will not recognize incomecertification, gain or loss for federal income tax purposes as then cause a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Pay-Out Event of Default shall have occurred and be continuing on the date of such deposit or insofar as Events of Default under clauses (4) and (5) of Section 6.01(a) with respect to any Series or any event that, with the Securities giving of such series are concernednotice or the lapse of time, at any time would result in the period ending on the 91st day after the date occurrence of deposit; (5) the Company shall have delivered a Pay-Out Event with respect to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied withany Series; and (6v) if such series of Securities are to be redeemed prior to final maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption the Rating Agency Condition shall have been duly given pursuant to this Indenture or provision therefor satisfactory satisfied and the Transferors shall have delivered copies of such written notice to the Trustee shall have been madeServicer and the Trustee.

Defeasance. The Company may, at its option and Section 12.01. If at any time (including notwithstanding the exercise by the Company of a Covenant Defeasance (as defined herein)), elect to have its obligations discharged with respect to a series of the Securities (“Legal Defeasance”). Such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such series of Securities, except for (a) the rights of Holders Corporation shall have paid or caused to receive payments in respect of be paid the principal of (and premium, if any) and interest on all the Debt Securities of any series outstanding hereunder, as and when such payments are the same shall have become due solely from the trust fund described in this Sectionand payable, or (b) the Company’s obligations Corporation shall have delivered to the Trustee for cancellation all Debt Securities of any series theretofore authenticated (other than any Debt Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section 2.07 or paid), and if, in any such case, the Corporation shall also pay or cause to be paid all other sums payable hereunder by the Corporation with respect to Debt Securities of such series, then this Indenture shall cease to be of further effect with respect to Debt Securities of such series (except as to (i) rights of Securities concerning issuing temporary Securities, registration of transfer or exchange and exchange, (ii) substitution of such series of Securitiesapparently mutilated, mutilateddefaced, destroyed, lost or stolen Securities Debt Securities, (iii) rights of such series the Debt Securityholders to receive payments of principal thereof and interest thereon from the maintenance trust fund established pursuant to Section 12.02, and remaining rights of an office or agency for the Debt Securityholders to receive mandatory sinking fund payments, if any, from the trust fund established pursuant to Section 12.02, (civ) the rights, powers, trust, duties obligations and immunities of the Trustee and the Company’s obligations in connection therewith and hereunder, (dv) the Legal Defeasance provisions of this Indenture. In addition, the Company may, at its option and at any time, elect to have the obligations rights of the Company released with respect to covenants provided with respect to Debt Securityholders of such series of Securities under Section 2.01(15), 9.01(4) and 9.01(7) of this Indenture (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to such series of Securities. In the event of Covenant Defeasance, those events described under Section 6.01(a) as beneficiaries hereof with respect to the foregoing covenants will no longer constitute an Event property so deposited with the Trustee payable to all or any of Default with respect to such series them, (vi) all other obligations of Securities. In order to exercise either Legal Defeasance or Covenant Defeasance: the Corporation in Sections 2.04, 2.06, 2.07, 10.03, 11.01, 11.04, 11.07 and 12.06 and (1vii) the Company must irrevocably deposit with Corporation's rights pursuant to Sections 11.04, 11.07, 12.05 and 12.06), and the Trustee, in trust, for the benefit on demand of the Holders of such series, (A) moneys in an amount, or (B) noncallable Governmental Obligations the scheduled principal of and interest on which in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the case of (B) or (C), in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, at maturity or upon redemption, the principal of (and premium, if any) and interest on such series of Securities on the stated date for payment thereof or on the applicable redemption date, as the case may be; (2) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of such series of Securities will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that the Holders of such series of Securities 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 same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or insofar as Events of Default under clauses (4) and (5) of Section 6.01(a) with respect to the Securities of such series are concerned, at any time in the period ending on the 91st day after the date of deposit; (5) the Company shall have delivered to the Trustee Corporation accompanied by an Officers’ ' Certificate and an Opinion of CounselCounsel and at the cost and expense of the Corporation, each stating that all conditions precedent provided for or relating shall execute proper instruments acknowledging such satisfaction and discharging of this Indenture with respect to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with; and (6) if such series of Debt Securities are to be redeemed prior to final maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant series. The Corporation agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or provision therefor satisfactory to the Trustee shall have been madeDebt Securities of such series.

Defeasance. Notwithstanding anything to the contrary in this Indenture: (a) The Company may, Issuer may at its option and at any time (including notwithstanding the exercise by the Company of a Covenant Defeasance (as defined herein)), elect to have be discharged from its obligations discharged with respect to the Notes of all or any specified Series or Class (each, a series of "DEFEASED SERIES" or a "DEFEASED CLASS", as applicable) on the Securities date the applicable conditions set forth in SECTION 10.03(c) are satisfied (“Legal Defeasance”a "DEFEASANCE"). Such Legal Defeasance means ; PROVIDED, HOWEVER, that the Company following rights, obligations, powers, duties and immunities shall be deemed survive with respect to have paid and each Defeased Series or Defeased Class until otherwise terminated or discharged the entire indebtedness represented by such series of Securities, except for hereunder: (aA) the rights of Holders to receive payments in respect of Notes of the principal of (and premiumDefeased Series or Defeased Class to receive, if any) and interest on the Securities when such payments are due solely from the trust fund described provided for in this SectionSECTION 10.03(c), payments in respect of principal of and interest on such Notes when such payments are due; (bB) the Company’s Issuer's obligations with respect to such series of Securities concerning issuing temporary SecuritiesDefeased Series or Class under SECTIONS 2.05, registration of transfer or exchange of such series of Securities, mutilated, destroyed, lost or stolen Securities of such series 2.06 and the maintenance of an office or agency for payments, 10.02; (cC) the rights, powers, trusttrusts, duties and immunities of the Trustee Indenture Trustee, the Paying Agent and the Company’s obligations in connection therewith Note Registrar hereunder; and (dD) the Legal Defeasance provisions of this Indenture. In additionSECTION 10.03 and SECTION 11.17. (b) Subject to SECTION 10.03(c), the Company may, Issuer at its option and at any time, elect to have the obligations of the Company released with respect to covenants provided with respect may use available Collections allocable to such series Defeased Series or Defeased Class to purchase Eligible Investments rather than additional Receivables. (c) The following shall be the conditions to Defeasance under SECTION 10.03(a): (i) the Issuer irrevocably shall have deposited or caused to be deposited with the Indenture Trustee, under the terms of Securities under Section 2.01(15), 9.01(4) an irrevocable trust agreement in form and 9.01(7) of this Indenture (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to such series of Securities. In the event of Covenant Defeasance, those events described under Section 6.01(a) with respect substance satisfactory to the foregoing covenants will no longer constitute an Event of Default with respect to such series of Securities. In order to exercise either Legal Defeasance or Covenant Defeasance: (1) the Company must irrevocably deposit with the Indenture Trustee, as trust funds in trust, trust for making the benefit of the Holders of such series, payments described below (A) moneys Dollars (or for Foreign Currency Notes the related Foreign Currency) in an amount, or (B) noncallable Governmental Obligations Eligible Investments (or for Foreign Currency Notes, the investments, if any, specified in the related Indenture Supplement) which through the scheduled payment of principal of and interest on which in accordance with their terms respect thereof will provide, not later than the due date of any paymentpayment thereon, money in an amount, or (C) a combination thereof, sufficient, in each case sufficient to pay and discharge (without relying upon income or gain from the case reinvestment of (B) or (Csuch amounts), in and which shall be applied by the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, Indenture Trustee to pay and discharge, at maturity all remaining scheduled interest and principal payments on all Outstanding Notes of the Defeased Series or upon redemption, the principal of (and premium, if any) and interest on such series of Securities Defeased Class on the stated date dates scheduled for payment thereof or on such payments in this Indenture and the applicable redemption date, as Indenture Supplements and all amounts owed to any Series Enhancer pursuant to any Series Enhancement for any Defeased Series or Defeased Class if so provided in the case may berelated Indenture Supplements or Series Enhancements; (2ii) a statement from a firm of nationally recognized independent public accountants (who may also render other services to the Issuer) to the effect that such deposit is sufficient to pay the amounts specified in the case clause (i) above; (iii) prior to its first exercise of Legal Defeasanceits Defeasance right to substitute money or Eligible Investments for Receivables, the Company Issuer shall have delivered deliver to the Indenture Trustee (x) an Opinion of Counsel confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect thatthat such deposit and termination of obligations will not result in the Issuer being required to register as an "investment company" within the meaning of the Investment Company Act, and based thereon such Opinion of Counsel shall confirm that, the Holders of such series of Securities will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3y) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel confirming to the effect that the Holders of such series of Securities deposit and termination will not recognize income, gain cause the Issuer to be treated as an association or loss for federal income tax purposes publicly traded partnership taxable as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurredcorporation; (4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or insofar as Events of Default under clauses (4) and (5) of Section 6.01(a) with respect to the Securities of such series are concerned, at any time in the period ending on the 91st day after the date of deposit; (5iv) the Company Issuer shall have delivered to the Trustee an Officers’ Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent provided the Issuer reasonably believes that such deposit and termination of obligations will not, based on the facts known to such officer at the time of such certification, result in a Default, an Event of Default, an Early Redemption Event or a Reinvestment Event for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied withany Series; and (6v) if such series of Securities are to be redeemed prior to final maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption the Rating Agency Condition shall have been duly given pursuant to this Indenture or provision therefor satisfactory satisfied and the Issuer shall have delivered copies of such written notice to the Trustee shall have been madeServicer and the Indenture Trustee.

Defeasance. The Company may, at its option and at any time (including notwithstanding the exercise by the Company of a Covenant Defeasance (as defined herein)), elect to have its obligations discharged with respect to a series of the Securities (“Legal Defeasance”). Such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such series of Securities, except for (a) the rights of Holders holders to receive payments in respect of the principal of (and premium, if any) and interest on the Securities when such payments are due solely from the trust fund described in this Section, (b) the Company’s obligations with respect to such series of Securities concerning issuing temporary Securities, registration of transfer or exchange of such series of Securities, mutilated, destroyed, lost or stolen Securities of such series and the maintenance of an office or agency for payments, (c) the rights, powers, trust, duties and immunities of the Trustee and the Company’s obligations in connection therewith and (d) the Legal Defeasance provisions of this Indenture. In addition, the Company may, at its option and at any time, elect to have the obligations of the Company released with respect to covenants provided with respect to such series of Securities under Section 2.01(152.01(16), 9.01(4) and 9.01(7) of this Indenture (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to such series of Securities. In the event of Covenant Defeasance, those events described under Section 6.01(a) with respect to the foregoing covenants will no longer constitute an Event of Default with respect to such series of Securities. In order to exercise either Legal Defeasance or Covenant Defeasance: (1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders holders of such series, (A) moneys in an amount, or (B) noncallable Governmental Obligations the scheduled principal of and interest on which in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the case of (B) or (C), in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, at maturity or upon redemption, the principal of (and premium, if any) and interest on such series of Securities on the stated date for payment thereof or on the applicable redemption date, as the case may be; (2) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders holders of such series of Securities will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that the Holders holders of such series of Securities 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 same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or insofar as Events of Default under clauses (4) and (5) of Section 6.01(a) with respect to the Securities of such series are concerned, at any time in the period ending on the 91st day after the date of deposit; (5) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with; and (6) if such series of Securities are to be redeemed prior to final maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made.

Defeasance. Notwithstanding anything to the contrary in this Agreement or any Supplement: (a) The Company may, Transferor may at its option and at any time (including notwithstanding the exercise by the Company of a Covenant Defeasance (as defined herein)), elect to have be discharged from its obligations discharged with respect to a series all of the Securities Investor Certificates issued by the Trust or any specified Series thereof on the date the applicable conditions set forth in Section 12.05(c) are satisfied (“Legal Defeasance”). Such Legal ) if Defeasance means is available to such Series in accordance with its related Supplement; provided, however, that the Company following rights, obligations, powers, duties and immunities shall be deemed to have paid and survive until otherwise terminated or discharged the entire indebtedness represented by such series of Securities, except for hereunder: (aA) the rights of Holders to receive payments in respect of Investor Certificates of the principal of (and premiumTrust or any specified Series thereof to receive, if any) and interest on the Securities when such payments are due solely from the trust fund described provided for in this SectionSection 12.05(c), payments in respect of principal of and interest on such Investor Certificates when such payments are due; (bB) the CompanyTransferor’s obligations with respect to such series Series of Securities concerning issuing temporary SecuritiesCertificates under Sections 6.03, registration of transfer or exchange of such series of Securities, mutilated, destroyed, lost or stolen Securities of such series 6.04 and the maintenance of an office or agency for payments, 12.03; (cC) the rights, powers, trusttrusts, duties and immunities of the Trustee Trustee, the Paying Agent and the Company’s obligations in connection therewith Transfer Agent and Registrar hereunder; and (dD) the Legal Defeasance provisions of this Indenture. In additionSection 12.05. (b) Subject to Section 12.05(c), the Company may, Transferor at its option and at any time, elect may use Collections of Principal Receivables allocated to have the obligations Investor Certificates of the Company released with respect Series to covenants provided with respect be subject to Defeasance to purchase Permitted Investments rather than additional Receivables for transfer to the Trust until such series of Securities time as no Receivables remain in the Trust. (c) The following shall be the conditions to Defeasance under Section 2.01(15), 9.01(4) and 9.01(7) of this Indenture (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to such series of Securities. In the event of Covenant Defeasance, those events described under Section 6.01(a) with respect to the foregoing covenants will no longer constitute an Event of Default with respect to such series of Securities. In order to exercise either Legal Defeasance or Covenant Defeasance: 12.05(a): (1) the Company must irrevocably deposit with Trustee shall hold in Trust under the Trustee, terms of an irrevocable trust agreement in trust, for form and substance satisfactory to the benefit of the Holders of such series, Trustee (A) moneys Dollars in an amount, or (B) noncallable Governmental Obligations Permitted Investments which through the scheduled payment or principal of and interest on which in accordance with their terms respect thereof will provide, not later than the due date of any paymentpayment thereon, money in an amount, or (C) a combination thereof, sufficient, in the each case of (B) or (C), in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, sufficient to pay and discharge, at maturity and, which shall be applied by the Trustee to pay and discharge, all remaining scheduled interest and principal payments on all outstanding Investor Certificates of the Trust or upon redemption, the principal of (and premium, if any) and interest on such series of Securities any specified Series thereof on the stated date dates scheduled for payment thereof or on such payments in this Agreement and the applicable redemption date, as Supplements and all amounts owed to the case may be; Credit Enhancement Provider for any Series if so provided in the related Supplements or agreements with such Credit Enhancement Provider; (2) the source of the funds held in trust by the case Trustee shall be Collections of Legal Defeasance, Principal Receivables allocated to the Company Investor Certificates of the Series to be subject to such Defeasance or a deposit of money and/or investments not made directly or indirectly by or from funds of the Transferor or any Affiliate of the Transferor or any agent of the Transferor and the Transferor shall have delivered to the Trustee a certificate verifying the information in this provision (2), (3) prior to its first exercise of its right to substitute money or Permitted Investments for Receivables, the Transferor shall deliver to the Trustee (x) an Opinion of Counsel confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, that such deposit and based thereon such Opinion termination of Counsel shall confirm that, the Holders of such series of Securities obligations will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner Trust being required to register as an “investment company” within the meaning of the Investment Company Act and at the same times as would have been the case if such Legal Defeasance had not occurred; (3y) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel confirming with respect to such deposit and termination to the effect that the Holders of such series of Securities it will not recognize income, gain cause the Trust or loss for federal income tax purposes any portion thereof to be treated as an association or publicly traded partnership taxable as a corporation; (3) such deposit and termination of obligations will not result of such Covenant Defeasance in a Pay Out Event for any Series; and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default each Rating Agency shall have occurred notified the Transferor, the Servicer and be continuing on the date of such deposit or insofar as Events of Default under clauses (4) and (5) of Section 6.01(a) with respect to the Securities of such series are concerned, at any time in the period ending on the 91st day after the date of deposit; (5) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion in writing that such Defeasance will not result in a reduction or withdrawal of Counsel, each stating that all conditions precedent provided for the rating of any outstanding Series or relating Class to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with; and (6) if such series of Securities are to be redeemed prior to final maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been madewhich it is a Rating Agency.

Defeasance. The Company may, at its option and at any time (including notwithstanding the exercise by the Company of a Covenant Defeasance (as defined herein)), elect to have its obligations discharged with respect to a series of the Securities (“Legal Defeasance”). Such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such series of Securities, except for (a) the rights of Holders holders to receive payments in respect of the principal of (and premium, if any) and interest on the Securities when such payments are due solely from the trust fund described in this Section, (b) the Company’s obligations with respect to such series of Securities concerning issuing temporary Securities, registration of transfer or exchange of such series of Securities, mutilated, destroyed, lost or stolen Securities of such series and the maintenance of an office or agency for payments, (c) the rights, powers, trust, duties and immunities of the Trustee and the Company’s obligations in connection therewith and (d) the Legal Defeasance provisions of this Indenture. In addition, the Company may, at its option and at any time, elect to have the obligations of the Company released with respect to covenants provided with respect to such series of Securities under Section 2.01(15), 9.01(4) and 9.01(7) of this Indenture (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to such series of Securities. In the event of Covenant Defeasance, those events described under Section 6.01(a) with respect to the foregoing covenants will no longer constitute an Event of Default with respect to such series of Securities. In order to exercise either Legal Defeasance or Covenant Defeasance: (1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders holders of such series, (A) moneys in an amount, or (B) noncallable Governmental Obligations the scheduled principal of and interest on which in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the case of (B) or (C), in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, at maturity or upon redemption, the principal of (and premium, if any) and interest on such series of Securities on the stated date for payment thereof or on the applicable redemption date, as the case may be; (2) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders holders of such series of Securities will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that the Holders holders of such series of Securities 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 same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or insofar as Events of Default under clauses (4) and (5) of Section 6.01(a) with respect to the Securities of such series are concerned, at any time in the period ending on the 91st day after the date of deposit; (5) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with; and (6) if such series of Securities are to be redeemed prior to final maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made.

Defeasance. The Company maySeller shall incur no cost, at its option and at any time expense or liability in connection with the Defeasance except as expressly provided in this Section 4.6.2. Notwithstanding anything stated to the contrary herein, provided the Closing occurs, Seller shall pay (including notwithstanding i) the exercise by the Company of a Covenant Excess Defeasance Securities Amount, not to exceed Fifteen Million Dollars (as defined herein)$15,000,000), elect and (ii) fifty percent (50%) of all other costs, expenses, fees and/or other amounts incurred or otherwise required to have its obligations discharged be paid in connection with respect the Defeasance including, without limitation, fees and costs of accountants, defeasance consultants and legal counsel. Company shall use good faith efforts to a series disclose in writing to Seller all such costs, expenses, fees and amounts prior to the time the same are incurred or promptly after learning of the Securities (“Legal Defeasance”)same. Such Legal Defeasance means that the The Company shall be deemed to have paid and discharged responsible for the entire indebtedness represented by such series payment of Securities, except for (ax) the rights Excess Defeasance Securities Amount to the extent such amount exceeds Fifteen Million Dollars ($15,000,000), (y) fifty percent (50%) of Holders all other costs, expenses, fees and/or other amounts incurred or otherwise required to receive payments be paid in respect connection with the Defeasance including, without limitation, fees and costs of accountants, defeasance consultants and legal counsel and (z) if the Closing does not occur and this Agreement is terminated, all costs, expenses, fees and other amounts incurred or otherwise required to be paid in connection with the Defeasance. Each of Seller and Company shall promptly provide to the other all information that may reasonably be required in order to effectuate the Defeasance. For the purposes of this Section 4.6.2, "Excess Defeasance Securities Amount" shall mean the amount by which the cost of the securities needed to be acquired in order to effectuate the Defeasance exceeds the then outstanding principal of (and premium, if any) and interest on the Securities when such payments are due solely from the trust fund described in this Section, (b) the Company’s obligations with respect to such series of Securities concerning issuing temporary Securities, registration of transfer or exchange of such series of Securities, mutilated, destroyed, lost or stolen Securities of such series and the maintenance of an office or agency for payments, (c) the rights, powers, trust, duties and immunities balance of the Trustee and the Company’s obligations in connection therewith and (d) the Legal Defeasance provisions of this Indenture. In addition, the Company may, at its option and at any time, elect to have the obligations of the Company released with respect to covenants provided with respect to such series of Securities under Section 2.01(15), 9.01(4) and 9.01(7) of this Indenture (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to such series of Securities. In the event of Covenant Defeasance, those events described under Section 6.01(a) with respect to the foregoing covenants will no longer constitute an Event of Default with respect to such series of Securities. In order to exercise either Legal Defeasance or Covenant Defeasance: (1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of such series, (A) moneys in an amount, or (B) noncallable Governmental Obligations the scheduled principal of and interest on which in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the case of (B) or (C), in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, at maturity or upon redemption, the principal of (and premium, if any) and interest on such series of Securities on the stated date for payment thereof or on the applicable redemption date, as the case may be; (2) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of such series of Securities will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that the Holders of such series of Securities 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 same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or insofar as Events of Default under clauses (4) and (5) of Section 6.01(a) with respect to the Securities of such series are concerned, at any time in the period ending on the 91st day after the date of deposit; (5) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with; and (6) if such series of Securities are to be redeemed prior to final maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been madeMortgage Loan.

Defeasance. Notwithstanding anything to the contrary in this Indenture or any Indenture Supplement: (a) The Company may, Transferor may at its option and at any time (including notwithstanding the exercise by the Company of a Covenant Defeasance (as defined herein)), elect to have be discharged from its obligations discharged hereunder with respect to any Series or all outstanding Series (each, a series of "Defeased Series") on the Securities date the applicable conditions set forth in Section 11.04(c) are satisfied (“Legal a "Defeasance”"). Such Legal Defeasance means ; provided, however, that the Company shall be deemed following rights, obligations, powers, duties and immunities will survive with respect to have paid and each Defeased Series until otherwise terminated or discharged the entire indebtedness represented by such series of Securities, except for hereunder: (ai) the rights of the Holders of Notes of the Defeased Series to receive receive, solely from the trust funds provided for in Section 11.04(c), payments in respect of the interest on and principal of (and premium, if any) and interest on the Securities such Notes when such payments are due solely from the trust fund described in this Section, due; (bii) the Company’s [Transferor's] [Transferors'] obligations with respect to such series of Securities concerning issuing temporary Securities, registration of transfer or exchange of such series of Securities, mutilated, destroyed, lost or stolen Securities of such series Notes under Sections 2.05 and the maintenance of an office or agency for payments, 2.06; (ciii) the rights, powers, trusttrusts, duties duties, and immunities of the Trustee Indenture Trustee, the Paying Agent and the Company’s obligations in connection therewith Registrar hereunder; and (div) this Section. (b) Subject to Section 11.04(c), the Transferor[s] at [its] [their] option may cause Collections allocated to each Defeased Series and available to purchase additional Receivables to be applied to purchase Eligible Investments rather than additional Receivables. (c) The following conditions must be satisfied prior to any Defeasance under Section 11.04(a): (i) the Legal Defeasance provisions of this Indenture. In addition, Transferor[s] irrevocably [has] [have] deposited or caused to be deposited with the Company may, at its option and at Indenture Trustee (such deposit to be made from other than the [Transferor's] [Transferors'] or any time, elect to have the obligations Affiliate of the Company released [Transferor's] [Transferors'] funds), under the terms of an irrevocable trust agreement in form and substance satisfactory to the Indenture Trustee, as trust funds in trust in an amount sufficient to pay and discharge (without relying on income or gain from reinvestment of such amount) all remaining scheduled interest and principal payments on all outstanding Notes of each Defeased Series on the dates scheduled for such payments in this Indenture and the related Indenture Supplements and all amounts owing to the Series Enhancers with respect to covenants provided each Defeased Series. The Transferor[s] will make these amounts available in cash or Eligible Investments or a combination thereof. The Indenture Trustee will apply all such amounts to pay and discharge the amounts specified above; (ii) a statement from a firm of nationally recognized independent public accountants (who may also render other services to the Transferor[s]) to the effect that such deposit is sufficient to pay the amounts specified in clause (i) above; (iii) prior to its first exercise of its right pursuant to this Section with respect to such series of Securities under Section 2.01(15)a Defeased Series to substitute money or Eligible Investments for Receivables, 9.01(4) and 9.01(7) of this Indenture (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to such series of Securities. In the event of Covenant Defeasance, those events described under Section 6.01(a) with respect to the foregoing covenants will no longer constitute an Event of Default with respect to such series of Securities. In order to exercise either Legal Defeasance or Covenant Defeasance: (1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of such series, (A) moneys in an amount, or (B) noncallable Governmental Obligations the scheduled principal of and interest on which in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the case of (B) or (C), in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof Transferor has delivered to the Trustee, to pay and discharge, at maturity or upon redemption, the principal of (and premium, if any) and interest on such series of Securities on the stated date for payment thereof or on the applicable redemption date, as the case may be; (2) in the case of Legal Defeasance, the Company shall have delivered to the Indenture Trustee an Opinion of Counsel confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect thatcontemplated by clause (b) of the definition in Section 1.01, of the term "Tax Opinion" (the preparation and delivery of which will not be at the expense of the Indenture Trustee) with respect to such deposit and termination of obligations, and based thereon such Opinion of Counsel shall confirm that, the Holders of such series of Securities will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel confirming to the effect that the Holders such deposit and termination of such series of Securities obligations 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 same amounts, in the same manner and at Issuer being required to register as an "investment company" within the same times as would have been meaning of the case if such Covenant Defeasance had not occurredInvestment Company Act; (4iv) no Default or Event the Transferor has delivered to the Indenture Trustee an Officer's Certificate of Default shall have occurred the Transferor[s] stating that the Transferor[s] reasonably believe[s] that such deposit and be continuing termination of obligations will not, based on the date facts known to such officer at the time of such deposit or insofar as Events of Default under clauses (4) and (5) of Section 6.01(a) certification, then cause an Amortization Event with respect to any Series or any event that, with the Securities giving of such series are concernednotice or the lapse of time, at any time would result in the period ending on the 91st day after the date occurrence of deposit; (5) the Company shall have delivered a Amortization Event with respect to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied withany Series; and (6v) if such series of Securities are to be redeemed prior to final maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have the Rating Agency Condition has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been madesatisfied.

Defeasance. If so provided in the applicable Supplement: (a) The Company may, Transferor may at its option and at any time (including notwithstanding the exercise by the Company of a Covenant Defeasance (as defined herein)), elect to have be discharged from its obligations discharged hereunder with respect to a series of any Series or all outstanding Series (the Securities "Defeased Series") on the date the applicable conditions set forth in Section 12.04(c) are satisfied (“Legal "Defeasance”"). Such Legal Defeasance means ; provided, however, that the Company following rights, obligations, powers, duties and immunities shall be deemed survive with respect to have paid and the Defeased Series until otherwise terminated or discharged the entire indebtedness represented by such series of Securities, except for hereunder: (ai) the rights of Holders to receive payments in respect of Investor Certificates of the principal of (and premiumDefeased Series to receive, if any) and interest on the Securities when such payments are due solely from the trust fund described provided for in this SectionSection 12.04(c), payments in respect of principal of and interest on such Investor Certificates when such payments. are due; (bii) the Company’s Transferor's obligations with respect to such series of Securities concerning issuing temporary Securities, registration of transfer or exchange of such series of Securities, mutilated, destroyed, lost or stolen Securities of such series Certificates under Sections 6.04 and the maintenance of an office or agency for payments, 6.05; (ciii) the rights, powers, trusttrusts, duties and immunities of the Trustee Trustee, the Paying Agent and the Company’s obligations in connection therewith Transfer Agent and Registrar hereunder; and (div) the Legal Defeasance provisions of this Indenture. In additionSection 12.04. (b) Subject to Section 12.04(c), the Company may, Transferor at its option may cause Collections allocated to the Defeased Series and at any time, elect available to have acquire additional Receivables to be applied to acquire Eligible Investments rather than additional Receivables. (c) The following shall be the obligations of the Company released with respect conditions to covenants provided with respect to such series of Securities Defeasance under Section 2.01(15), 9.01(4) and 9.01(7) of this Indenture 12.04(a): (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to such series of Securities. In the event of Covenant Defeasance, those events described under Section 6.01(a) with respect to the foregoing covenants will no longer constitute an Event of Default with respect to such series of Securities. In order to exercise either Legal Defeasance or Covenant Defeasance: (1i) the Company must Transferor irrevocably deposit shall have deposited or caused to be deposited with the Trustee, under the terms of an irrevocable trust agreement in trustform and substance satisfactory to the Trustee, as trust funds in trust for making the benefit of the Holders of such seriespayments described below, (A) moneys Dollars in an amount, or (B) noncallable Governmental Obligations Eligible Investments which through the scheduled payment of principal of and interest on which in accordance with their terms respect thereof will provide, not later than the due date of any paymentpayment thereon, money in an amount, or (C) a combination thereof, sufficient, in the each case of (B) or (C), in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, sufficient to pay and discharge, at maturity and, which shall be applied by the Trustee to pay and discharge, all remaining scheduled interest and principal payments on all outstanding Investor Certificates of the Defeased Series on the dates scheduled for such payments in this Agreement and the applicable Supplements and all amounts owing to the Series Enhancers with respect to the Defeased Series; (ii) prior to its first exercise of its right pursuant to this Section 12.04 with respect to a Defeased Series to substitute money or upon redemptionEligible Investments for Receivables, the principal of (and premium, if any) and interest on such series of Securities on the stated date for payment thereof or on the applicable redemption date, as the case may be; (2) in the case of Legal Defeasance, the Company Transferor shall have delivered to the Trustee a Tax Opinion with respect to such deposit and termination of obligations and an Opinion of Counsel confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, that such deposit and based thereon such Opinion termination of Counsel shall confirm that, the Holders of such series of Securities obligations will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at Trust being required to register as an "investment company" within the same times as would have been meaning of the case if such Legal Defeasance had not occurred; Investment Company Act; (3iii) in the case of Covenant Defeasance, the Company Transferor shall have delivered to the Trustee and each Series Enhancer entitled thereto pursuant to the relevant Supplement an Opinion Officer's Certificate of Counsel confirming the Transferor stating that the Holders Transferor reasonably believes that such deposit and termination of obligations will not, based on the facts known to such officer at the time of such series certification, then cause a Pay Out Event or any event that, with the giving of Securities will not recognize incomenotice or the lapse of time, gain or loss for federal income tax purposes as would constitute a result of such Covenant Defeasance and will be subject Pay Out Event to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or insofar as Events of Default under clauses (4) and (5) of Section 6.01(a) occur with respect to the Securities of such series are concerned, at any time in the period ending on the 91st day after the date of deposit; Series; and (5iv) the Company Transferor shall have received written notice from each Rating Agency that such deposit and termination of obligations will not have a Ratings Effect and shall have delivered copies of each such written notice to the Trustee an Officers’ Certificate Servicer and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with; and (6) if such series of Securities are to be redeemed prior to final maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been madeTrustee.

Defeasance. (a) The Company may, at its option and at any time (including notwithstanding the exercise by the Company of a Covenant Defeasance (as defined herein))time, elect to have all of its obligations discharged legally released with respect to a the outstanding Notes of any series of the Securities (“Legal Defeasance”). Such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by such the applicable series of SecuritiesNotes and this Supplemental Indenture shall cease to be of further effect as to all outstanding Notes of such series, except for for: (a1) the rights of Holders of such Notes to receive payments in respect of the principal of (and of, or interest or premium, if any) and interest , on the Securities such Notes when such payments are due solely from the trust fund described referred to in this Section, Section 7.02(a); (b2) the Company’s obligations with respect to such series of Securities concerning issuing temporary Securities, registration of the Notes to register the transfer or and exchange of such series of SecuritiesNotes, to replace mutilated, destroyed, lost or stolen Securities Notes of such series series, to maintain paying agencies and the maintenance of an office or agency to hold money for payments, payment in trust with respect to such series; (c3) the rights, powers, trusttrusts, duties and immunities of the Trustee Trustee, and the Company’s obligations of the Company in connection therewith and therewith; and (d4) the Legal Defeasance provisions of this Supplemental Indenture. . (b) In addition, the Company may, at its option and at any time, elect to have the its obligations of the Company released with respect to covenants provided (1) their respective obligations under Article 4, Sections 5.01 through ‎5.04 and Article 9, inclusive, with respect to the outstanding Notes of such series and (2) the operation of Securities under Section 2.01(15Sections 6.02(c), 9.01(4(d) and 9.01(7(e) of this Indenture (only as such clauses, (d) and (e) apply to Restricted Subsidiaries) (“Covenant Defeasance”) on and after the conditions in Section 7.02 with respect to Covenant Defeasance are satisfied, and thereafter any omission to comply with such obligations shall will not constitute a Default or Event of Default with respect to such series the Notes. The Company may exercise its Legal Defeasance option regardless of Securities. In the event of whether it previously exercised Covenant Defeasance. (c) If the Company exercises its Legal Defeasance option, those events described under Section 6.01(a) with respect to payment of the foregoing covenants will no longer constitute Notes may not be accelerated because of an Event of Default with respect to such series of Securities. In order to exercise either Legal Defeasance or Covenant Defeasance:thereto. (1d) the Company must irrevocably deposit with the Trustee, in trust, for the benefit Upon satisfaction of the Holders conditions set forth herein and upon request of such seriesthe Company, (A) moneys in an amount, or (B) noncallable Governmental Obligations the scheduled principal of and interest on which in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the case of (B) or (C), in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, at maturity or upon redemption, the principal of (and premium, if any) and interest on such series of Securities on the stated date for payment thereof or on the applicable redemption date, as the case may be; (2) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of such series of Securities will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that the Holders of such series of Securities 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 same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or insofar as Events of Default under clauses (4) and (5) of Section 6.01(a) with respect to the Securities of such series are concerned, at any time in the period ending on the 91st day after the date of deposit; (5) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with; and (6) if such series of Securities are to be redeemed prior to final maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been madeacknowledge in writing the discharge of those obligations that the Company terminates.

Defeasance. Notwithstanding anything to the contrary in this Agreement or any Supplement: (a) The Company may, Transferor may at its option and at any time (including notwithstanding the exercise by the Company of a Covenant Defeasance (as defined herein)), elect to have be discharged from its obligations discharged with respect to a series all of the Securities Investor Certificates issued by the Trust or any specified Series thereof on the date the applicable conditions set forth in Section 12.04(c) are satisfied (“Legal "Defeasance”"). Such Legal Defeasance means ; provided, however, that the Company following rights, obligations, powers, duties and immunities shall be deemed to have paid and survive until otherwise terminated or discharged the entire indebtedness represented by such series of Securities, except for hereunder: (aA) the rights of Holders to receive payments in respect of Investor Certificates of the principal of (and premiumTrust or any specified Series thereof to receive, if any) and interest on the Securities when such payments are due solely from the trust fund described provided for in this SectionSection 12.04(c), payments in respect of principal of and interest on such Investor Certificates when such payments are due; (bB) the Company’s Transferor's obligations with respect to such series Series of Securities concerning issuing temporary SecuritiesCertificates under Sections 6.03, registration of transfer or exchange of such series of Securities, mutilated, destroyed, lost or stolen Securities of such series 6.04 and the maintenance of an office or agency for payments, 12.02; (cC) the rights, powers, trusttrusts, duties and immunities of the Trustee Trustee, the Paying Agent and the Company’s obligations in connection therewith Transfer Agent and Registrar hereunder; and (dD) the Legal Defeasance provisions of this Indenture. In additionSection 12.04. (b) Subject to Section 12.04(c), the Company may, Transferor at its option and at any time, elect may use Collections to have purchase Permitted Investments rather than additional Receivables for transfer to the obligations of Trust until such time as no Receivables remain in the Company released with respect Trust. (c) The following shall be the conditions to covenants provided with respect to such series of Securities Defeasance under Section 2.01(15), 9.01(4) and 9.01(7) of this Indenture (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to such series of Securities. In the event of Covenant Defeasance, those events described under Section 6.01(a) with respect to the foregoing covenants will no longer constitute an Event of Default with respect to such series of Securities. In order to exercise either Legal Defeasance or Covenant Defeasance: 12.04(a): (1) the Company must Transferor irrevocably deposit shall have deposited or caused to be deposited with the Trustee, under the terms of an irrevocable trust agreement in trustform and substance satisfactory to the Trustee, as trust funds in trust for making the benefit of the Holders of such series, payments described below (A) moneys Dollars in an amount, or (B) noncallable Governmental Obligations Permitted Investments which through the scheduled payment of principal of and interest on which in accordance with their terms respect thereof will provide, not later than the due date of any paymentpayment thereon, money in an amount, or (C) a combination thereof, sufficient, in the each case of (B) or (C), in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, sufficient to pay and discharge, at maturity and, which shall be applied by the Trustee to pay and discharge, all remaining scheduled interest and principal payments on all outstanding Investor Certificates of the Trust or upon redemption, the principal of (and premium, if any) and interest on such series of Securities any specified Series thereof on the stated date dates scheduled for payment thereof or on such payments in this Agreement and the applicable redemption date, as Supplements and all amounts owed to the case may be; enhancement provider pursuant to any Enhancement Agreement for any Series if so provided in the related Supplements or agreements with such Provider; (2) in the case prior to its first exercise of Legal Defeasanceits right to substitute money or Permitted Investments for Receivables, the Company Transferor shall have delivered deliver to the Trustee (x) an Opinion of Counsel confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect thatthat such deposit and termination of obligations will not result in the Trust being required to register as an "investment company" within the meaning of the Investment Company Act of 1940, as amended, and based thereon such Opinion of Counsel shall confirm that, the Holders of such series of Securities will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3y) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that the Holders of such series of Securities 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 same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or insofar as Events of Default under clauses (4) and (5) of Section 6.01(a) with respect to the Securities of such series are concerned, at any time in the period ending on the 91st day after the date of deposit; (5) the Company shall have delivered deposit and termination to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating effect that all conditions precedent provided for it will not cause the Trust or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with; and (6) if such series of Securities are any portion thereof to be redeemed prior to final maturity treated as an association or publicly traded partnership taxable as a corporation; and (other than from mandatory sinking fund payments or analogous payments), notice 3) such deposit and termination of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made.obligations will not result in a Pay Out Event for any Series. [END OF ARTICLE XII]

Defeasance. (a) The Company may, at its option and at any time (including notwithstanding the exercise by the Company of a Covenant Defeasance (as defined herein))time, elect to have all of its obligations discharged legally released with respect to a the outstanding Notes of any series of the Securities (“Legal Defeasance”). Such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by such the applicable series of SecuritiesNotes and this Supplemental Indenture shall cease to be of further effect as to all outstanding Notes of such series, except for for: (a1) the rights of Holders of such Notes to receive payments in respect of the principal of (and of, or interest or premium, if any) and interest , on the Securities such Notes when such payments are due solely from the trust fund described referred to in this Section, Section 7.02(a); (b2) the Company’s obligations with respect to such series of Securities concerning issuing temporary Securities, registration of the Notes to register the transfer or and exchange of such series of SecuritiesNotes, to replace mutilated, destroyed, lost or stolen Securities Notes of such series series, to maintain paying agencies and the maintenance of an office or agency to hold money for payments, payment in trust with respect to such series; (c3) the rights, powers, trusttrusts, duties and immunities of the Trustee Trustee, and the Company’s obligations of the Company in connection therewith and therewith; and (d4) the Legal Defeasance provisions of this Supplemental Indenture. . (b) In addition, the Company may, at its option and at any time, elect to have the its obligations of the Company released with respect to covenants provided (1) their respective obligations under Article 4, Sections 5.01 through 5.04 and Article 9, inclusive, with respect to the outstanding Notes of such series and (2) the operation of Securities under Section 2.01(15Sections 6.02(c), 9.01(4(d) and 9.01(7(e) of this Indenture (only as such clauses, (d) and (e) apply to Restricted Subsidiaries) (“Covenant Defeasance”) on and after the conditions in Section 7.02 with respect to Covenant Defeasance are satisfied, and thereafter any omission to comply with such obligations shall will not constitute a Default or Event of Default with respect to such series the Notes. The Company may exercise its Legal Defeasance option regardless of Securities. In the event of whether it previously exercised Covenant Defeasance. (c) If the Company exercises its Legal Defeasance option, those events described under Section 6.01(a) with respect to payment of the foregoing covenants will no longer constitute Notes may not be accelerated because of an Event of Default with respect to such series of Securities. In order to exercise either Legal Defeasance or Covenant Defeasance:thereto. (1d) the Company must irrevocably deposit with the Trustee, in trust, for the benefit Upon satisfaction of the Holders conditions set forth herein and upon request of such seriesthe Company, (A) moneys in an amount, or (B) noncallable Governmental Obligations the scheduled principal of and interest on which in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the case of (B) or (C), in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, at maturity or upon redemption, the principal of (and premium, if any) and interest on such series of Securities on the stated date for payment thereof or on the applicable redemption date, as the case may be; (2) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of such series of Securities will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that the Holders of such series of Securities 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 same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or insofar as Events of Default under clauses (4) and (5) of Section 6.01(a) with respect to the Securities of such series are concerned, at any time in the period ending on the 91st day after the date of deposit; (5) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with; and (6) if such series of Securities are to be redeemed prior to final maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been madeacknowledge in writing the discharge of those obligations that the Company terminates.

Defeasance. The Indenture will provide that the Company may, at its option and at any time (including notwithstanding the exercise by the Company of a Covenant Defeasance (as defined herein)), elect to have may terminate all its obligations discharged with respect to a series of under the Securities New Notes and the Indenture (“Legal Defeasancelegal defeasance”). Such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such series of Securities, except for (a) certain obligations, including those respecting the rights defeasance trust and obligations to register the transfer or exchange of Holders the New Notes, to receive payments replace mutilated, destroyed, lost or stolen New Notes and to maintain a registrar and paying agent in respect of the principal New Notes. The Company at any time may terminate its obligations under certain covenants that are described in the Indenture, including the covenants described under “—Certain Covenants,” the operation of the cross-acceleration provision, the bankruptcy provisions with respect to Significant Subsidiaries and the judgment default provision described under “—Defaults” and the undertakings and covenants contained under “—Merger, Amalgamation, Consolidation or Sale of All or Substantially All Assets” (and premium“covenant defeasance”). If the Company exercises its legal or covenant defeasance option each Guarantor will be released from all of its obligations with respect to its Guarantee. The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, payment of the New Notes may not be accelerated because of an Event of Default with respect thereto. If the Company exercises its covenant defeasance option, payment of the New Notes may not be accelerated because of an Event of Default specified in clause (3), (4), (5), (6), (7) (with respect only to Significant Subsidiaries), (8) or (9) under “—Defaults.” In order to exercise either defeasance option, the Company must irrevocably deposit in trust (the “defeasance trust”) with the Trustee money or U.S. Government Obligations for the payment of principal, premium (if any) and interest on the Securities when such payments are due solely from the trust fund described in this Section, (b) the Company’s obligations with respect New Notes to such series of Securities concerning issuing temporary Securities, registration of transfer redemption or exchange of such series of Securities, mutilated, destroyed, lost or stolen Securities of such series and the maintenance of an office or agency for payments, (c) the rights, powers, trust, duties and immunities of the Trustee and the Company’s obligations in connection therewith and (d) the Legal Defeasance provisions of this Indenture. In addition, the Company may, at its option and at any time, elect to have the obligations of the Company released with respect to covenants provided with respect to such series of Securities under Section 2.01(15), 9.01(4) and 9.01(7) of this Indenture (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to such series of Securities. In the event of Covenant Defeasance, those events described under Section 6.01(a) with respect to the foregoing covenants will no longer constitute an Event of Default with respect to such series of Securities. In order to exercise either Legal Defeasance or Covenant Defeasance: (1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of such series, (A) moneys in an amount, or (B) noncallable Governmental Obligations the scheduled principal of and interest on which in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the case of (B) or (C), in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, at maturity or upon redemption, the principal of (and premium, if any) and interest on such series of Securities on the stated date for payment thereof or on the applicable redemption datematurity, as the case may be; (2) in the case of Legal Defeasance, the Company shall have delivered and must comply with certain other conditions, including delivery to the Trustee of an Opinion of Counsel confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion that holders of Counsel shall confirm that, the Holders of such series of Securities New Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance deposit and defeasance and will be subject to federal income tax on the same amounts, amount and in the same manner and at the same times as would have been the case if such Legal Defeasance deposit and defeasance had not occurred; occurred (3) and, in the case of Covenant Defeasancelegal defeasance only, the Company shall have delivered to the Trustee an such Opinion of Counsel confirming that must be based on a ruling of the Holders of such series of Securities will not recognize income, gain Internal Revenue Service or loss for change in applicable federal income tax purposes as a result law). Notwithstanding the foregoing, the Opinion of such Covenant Defeasance and will be subject to federal income tax on Counsel required by the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or insofar as Events of Default under clauses (4) and (5) of Section 6.01(a) immediately preceding sentence with respect to a legal defeasance need not be delivered if all of the Securities of such series are concerned, New Notes not theretofore deregistered (x) have become due and payable or (y) will become due and payable at any time in the period ending on the 91st day after the date of deposit; (5) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with; and (6) if such series of Securities are to be redeemed prior to final maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor their Stated Maturity within one year under arrangements satisfactory to the Trustee shall have been madefor the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company.

Defeasance. The Company mayCorporation shall have the right (the “defeasance option”) to be released from the terms of this Indenture relating to the outstanding Debentures of a Series specified by the Corporation in a notice to the Trustees, and upon receipt of such notice the Trustees shall, at its option the request and at any time (including notwithstanding the exercise by the Company of a Covenant Defeasance (as defined herein)), elect to have its obligations discharged with respect to a series expense of the Securities (“Legal Defeasance”). Such Legal Defeasance means that Corporation, execute and deliver to the Company Corporation such deeds and other instruments as shall be deemed necessary to have paid and discharged release the entire indebtedness represented by Corporation from the terms of this Indenture relating to the Debentures of the Series specified in such series of Securitiesnotice, except for those relating to the indemnification of the Trustees, subject to the following: (a) the rights of Holders to receive payments in respect of the principal of (and premium, if any) and interest on the Securities when such payments are due solely from the trust fund described in this Section, (b) the Company’s obligations with respect to such series of Securities concerning issuing temporary Securities, registration of transfer or exchange of such series of Securities, mutilated, destroyed, lost or stolen Securities of such series and the maintenance of an office or agency for payments, (c) the rights, powers, trust, duties and immunities of the Trustee and the Company’s obligations in connection therewith and (d) the Legal Defeasance provisions of this Indenture. In addition, the Company may, at its option and at any time, elect to have the obligations of the Company released with respect to covenants provided with respect to such series of Securities under Section 2.01(15), 9.01(4) and 9.01(7) of this Indenture (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to such series of Securities. In the event of Covenant Defeasance, those events described under Section 6.01(a) with respect to the foregoing covenants will no longer constitute an Event of Default with respect to such series of Securities. In order to exercise either Legal Defeasance or Covenant Defeasance: (1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of such series, (A) moneys in an amount, or (B) noncallable Governmental Obligations the scheduled principal of and interest on which in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the case of (B) or (C), in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, at maturity or upon redemption, the principal of (and premium, if any) and interest on such series of Securities on the stated date for payment thereof or on the applicable redemption date, as the case may be; (2) in the case of Legal Defeasance, the Company Corporation shall have delivered to the Trustee evidence that the Corporation has (i) deposited sufficient funds for payment of all principal, Premium, interest and other amounts due or to become due on the Debentures of such Series to the Stated Maturity thereof, (ii) deposited funds or made provision for the payment of all remuneration and expenses of the Trustees to carry out its duties under this Indenture in respect of the Debentures of such Series, and (iii) deposited funds for the payment of taxes arising with respect to all deposited funds or other provision for payment in respect of the Debentures of such Series, in each case irrevocably, pursuant to the terms of a trust agreement in form and substance satisfactory to the Corporation and the Trustees; (b) the Trustees shall have received an Opinion or Opinions of Corporation Counsel confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, that the Holders of the Debentures of such series of Securities Series will not recognize income, gain be subject to any additional Canadian or loss for federal income tax purposes U.S. taxes (as applicable) as a result of the exercise by the Corporation of the defeasance option with respect to such Legal Defeasance Debentures and that such Holders will be subject to federal taxes, if any, including those in respect of income tax (including taxable capital gains), on the same amountsamount, in the same manner and at the same time or times as would have been the case if such Legal Defeasance the defeasance option had not occurredbeen exercised in respect of such Debentures; (3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that the Holders of such series of Securities 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 same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4c) no Default or Event of Default shall have occurred and be continuing on the date of such the deposit or insofar as Events of Default under clauses (4) and (5) of referred to in Section 6.01(a) with respect to the Securities of such series are concerned, at any time in the period ending on the 91st day after the date of deposit9.4(a); (5d) such release does not result in a breach or violation of, or constitute a default under, any material agreement or instrument to which the Corporation is a party or by which the Corporation is bound; (e) the Company Corporation shall have delivered to the Trustee Trustees an Officers’ Certificate stating that the deposit referred to in Section 9.4(a) was not made by the Corporation with the intent of preferring the Holders of the Debentures of such Series over the other creditors of the Corporation or with the intent of defeating, hindering, delaying or defrauding creditors of the Corporation or others; and (f) the Corporation shall have delivered to the Trustees an Officers’ Certificate and an Opinion of CounselCorporation Counsel as required pursuant to Sections 13.13 and 13.14, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, exercise of such defeasance option have been complied with; and (6) . The Corporation shall be deemed to have made due provision for the depositing of funds if such series of Securities are it deposits or causes to be redeemed prior deposited with the Trustees under the terms of an irrevocable trust agreement in form and substance satisfactory to final maturity the Corporation and the Trustee (other than from mandatory sinking fund payments or analogous paymentseach acting reasonably), notice solely for the benefit of the Holders of the Debentures of the Series specified therein, money or Securities denominated in the currency in which principal is payable constituting direct obligations of Canada (or a Province thereof) or the United States (or a State thereof) or an agency or instrumentality of Canada or the United States, which will be sufficient, in the opinion of a firm of independent chartered accountants or an investment dealer acting reasonably and acceptable to the Trustees, to provide for payment in full of the Debentures of such redemption Series and all other amounts from time to time due and owing under this Indenture which pertain to the Debentures of such Series. The Trustees shall have been duly given hold in trust all money or Securities deposited with it pursuant to this Section 9.4 and shall apply the deposited money and the money derived from such Securities in accordance with this Indenture or provision therefor satisfactory to the Trustee payment of principal of and Premium and interest on the Debentures and, as applicable, other amounts. If the Trustees are unable to apply any money or Securities in accordance with this Section 9.4 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Corporation’s obligations under this Indenture and the Debentures shall have be revived and reinstated as though no money or Securities had been madedeposited pursuant to this Section 9.4 until such time as the Trustees are permitted to apply all such money or Securities in accordance with this Section 9.4 , provided that if the Corporation has made any payment in respect of principal, Premium or interest on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Corporation shall be subrogated to the rights of the Holders of such Debentures to receive such payment from the money or Securities held by the Trustees.

Defeasance. The Company may, at its option and at any time (including notwithstanding the exercise by the Company of a Covenant Defeasance (as defined herein)), elect to have may terminate all its obligations discharged with respect to a series of under the Securities applicable Notes and the applicable Indenture (“Legal Defeasance”"legal defeasance"). Such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such series of Securities, except for (a) certain obligations, including those relating to the rights of Holders defeasance trust and obligations to receive payments in respect of register the principal of (and premium, if any) and interest on the Securities when such payments are due solely from the trust fund described in this Section, (b) the Company’s obligations with respect to such series of Securities concerning issuing temporary Securities, registration of transfer or exchange of such series of Securitiesthe Notes, to replace mutilated, destroyed, lost or stolen Securities of such series Notes and the maintenance of an office or agency for payments, (c) the rights, powers, trust, duties to maintain a registrar and immunities paying agent in respect of the Trustee Notes. The Company at any time may terminate its obligations under certain covenants under the applicable Indenture, including the covenants described under "— Certain Covenants" and "Change of Control," the Company’s obligations in connection therewith and (d) operation of the Legal Defeasance default provisions of this Indenture. In additionrelating to such covenants described under "—Defaults" above, the Company may, at its option and at any time, elect to have the obligations operation of the Company released cross acceleration provision, the bankruptcy provisions with respect to covenants provided Subsidiaries and the judgment default provision described under "—Defaults" above, and the limitations contained in clauses (iii), (iv) and (v) under "—Merger and Consolidation" above ("covenant defeasance"). If the Company exercises its legal defeasance option or its covenant defeasance option, each Subsidiary Guarantor will be released from all of its obligations with respect to such series its applicable Subsidiary Guarantee. The Company may exercise its legal defeasance option notwithstanding its prior exercise of Securities under Section 2.01(15)its covenant defeasance option. If the Company exercises its legal defeasance option, 9.01(4) and 9.01(7) payment of this Indenture (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall the applicable Notes may not constitute a Default or Event be accelerated because of Default with respect to such series of Securities. In the event of Covenant Defeasance, those events described under Section 6.01(a) with respect to the foregoing covenants will no longer constitute an Event of Default with respect to such series of Securitiesthereto. In order to exercise either Legal Defeasance or Covenant Defeasance: (1) If the Company must irrevocably deposit with the Trusteeexercises its covenant defeasance option, in trust, for the benefit payment of the Holders applicable Notes may not be accelerated because of such series, (A) moneys in an amount, or (B) noncallable Governmental Obligations the scheduled principal of and interest on which in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the case of (B) or (C), in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, at maturity or upon redemption, the principal of (and premium, if any) and interest on such series of Securities on the stated date for payment thereof or on the applicable redemption date, as the case may be; (2) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of such series of Securities will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that the Holders of such series of Securities 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 same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or insofar specified in clause (iv), (v) (as Events of Default under clauses (4) and (5) of Section 6.01(a) with respect it relates to the Securities of such series are concerned, at any time in the period ending on the 91st day after the date of deposit; (5) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with; and (6) if such series of Securities are to be redeemed prior to final maturity (other than from mandatory sinking fund payments or analogous paymentscovenants described under "—Certain Covenants" above), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made.(vi), (vii),

Defeasance. The Company may(a) In the event that, at prior to the Prepayment Date, Borrower exercises its option to defease the Loan in whole or in part pursuant to Section 2.06(b) or is obligated to make a mandatory defeasance pursuant to Section 2.07(a) or (b), Borrower shall defease the Loan in compliance with the following conditions precedent: (i) the delivery by Borrower of not less than 30 days' prior written notice to Lender specifying (1) a regularly scheduled Payment Date (the "Defeasance Date") on which the Defeasance Deposit is to be made and at any time (including notwithstanding 2) the exercise by principal amount to be defeased; (ii) the Company payment to Lender of all accrued and unpaid interest and all scheduled interest and principal payments due and unpaid on the Defeasance Date; (iii) the payment to Lender of all other sums due and payable under the Note, the Mortgages and the other Basic Documents; (iv) with respect to defeasance of the Loan in part in connection with the Transfer of a Covenant Collateral Property pursuant to Section 2.07(a) only, satisfaction of the conditions contained in Section 2.07(a); (v) the payment to Lender of the Defeasance Deposit on the Defeasance Date, to be used by Lender to purchase U.S. Treasuries as described below; and (as defined hereinvi) the delivery to Lender of: (A) a security agreement, in form and substance reasonably satisfactory to Lender, creating a first priority lien on the U.S. Treasuries purchased by Lender on behalf of Borrower with the Defeasance Deposit in accordance with this Section 2.09 (the "Security Agreement"); (B) with respect to defeasance of the Loan in whole pursuant to Section 2.06(b), elect releases for each of the Collateral Properties from the Liens of the Security Documents (for execution by Lender) in forms appropriate for the jurisdiction in which each Collateral Property is located; (C) with respect to have its obligations discharged defeasance of the Loan in part in connection with a Transfer of a Collateral Property pursuant to Section 2.07(a), the releases described in Section 2.08(a) (for execution by Lender) in forms appropriate for the jurisdiction in which the applicable Collateral Property is located; (D) with respect to a series defeasance of the Securities Loan in part, all necessary documents to amend and restate the Note and issue two substitute notes, one note having a principal balance equal to the defeased portion of the original Note (“Legal Defeasance”the "Defeased Note") and the other note having a principal balance equal to the undefeased portion of the Note (the "Undefeased Note"). Such Legal Defeasance means that The Defeased Note and Undefeased Note shall have identical terms as the Company shall be deemed to have paid and discharged the entire indebtedness represented by such series of Securities, Note except for the principal balance. A Defeased Note cannot be the subject of any further defeasance; (aE) evidence in writing from the rights of Holders applicable Rating Agencies to receive payments the effect that such release will not result in respect a reduction, withdrawal or re-qualification of the principal of (and premium, if any) and interest on the Securities when such payments are due solely from the trust fund described respective ratings in this Section, (b) the Company’s obligations with respect effect immediately prior to such series of Securities concerning issuing temporary Securities, registration of transfer or exchange of such series of Securities, mutilated, destroyed, lost or stolen Securities of such series and defeasance for the maintenance of an office or agency for payments, (c) the rights, powers, trust, duties and immunities of the Trustee and the Company’s obligations certificates issued in connection therewith and (d) with the Legal Defeasance provisions of this IndentureSecuritization which are then outstanding. In additionIf required by the applicable Rating Agencies, the Company may, at its option and at any time, elect Borrower shall also deliver or cause to have the obligations of the Company released with respect to covenants provided with respect to such series of Securities under Section 2.01(15), 9.01(4) and 9.01(7) of this Indenture (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall not constitute be delivered a Default or Event of Default with respect to such series of Securities. In the event of Covenant Defeasance, those events described under Section 6.01(a) non-consolidation opinion with respect to the foregoing covenants will no longer constitute an Event of Default with respect successor borrower referred to such series of Securities. In order in Section 2.09(d) in form and substance satisfactory to exercise either Legal Defeasance or Covenant Defeasance: (1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of such series, (A) moneys in an amount, or (B) noncallable Governmental Obligations the scheduled principal of Lender and interest on which in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the case of (B) or (C), in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, at maturity or upon redemption, the principal of (and premium, if any) and interest on such series of Securities on the stated date for payment thereof or on the applicable redemption date, as the case may beRating Agencies; (2F) an Officer's Certificate certifying that the requirements set forth in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of such series of Securities will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would Section 2.09 have been the case if such Legal Defeasance had not occurredsatisfied; (3G) an opinion of counsel for Borrower in form satisfactory to Lender stating, among other things, that Lender has a perfected first priority security interest in the case U.S. Treasuries purchased by Lender on behalf of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that the Holders of such series of Securities 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 same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or insofar as Events of Default under clauses (4) and (5) of Section 6.01(a) with respect to the Securities of such series are concerned, at any time in the period ending on the 91st day after the date of deposit; (5) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied withBorrower; and (6H) if such series other certificates, opinions, documents or instruments as Lender may reasonably request, including, without limitation, those reasonably required in connection with a Securitization. In connection with the conditions set forth above, Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of Securities are using the Defeasance Deposit to purchase U.S. Treasuries which provide the Scheduled Defeasance Payments, and Lender shall upon receipt of the Defeasance Deposit purchase such U.S. Treasuries on behalf of Borrower. Borrower, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the U.S. Treasuries shall be redeemed prior made directly to final maturity the Administrative Agent and applied to satisfy the obligations of Borrower (or the successor borrower referred to in Section 2.09(d)) under the Note or the Defeased Note, as applicable and the other than from mandatory sinking fund payments or analogous paymentsBasic Documents. (b) With respect to defeasance of the Loan in whole pursuant to Section 2.06(b), notice upon compliance with the requirements of such redemption this Section 2.09, (i) the Collateral Properties shall be released from the Liens of the Security Documents and (ii) the pledged U.S. Treasuries shall be the sole source of Collateral securing the Note. With respect to a defeasance of the Loan in part pursuant to Section 2.07, upon compliance with the requirements of this Section 2.09 the applicable Collateral Property or Properties shall be released pursuant to Section 2.08(a). (c) Any portion of the Defeasance Deposit in excess of the amount necessary to purchase the U.S. Treasuries required by this Section 2.09 or to satisfy the other requirements of this Section 2.09 shall be remitted to Borrower. (d) Borrower shall have been duly given pursuant the right to this Indenture assign to Lender (or, at Lender's option, to Lender's designee or provision therefor satisfactory nominee), and Lender (or such designee or nominee) shall have the obligation to assume, the obligations under the Basic Documents relating to the Trustee principal amount so defeased. The obligation of Lender to establish or designate a successor borrower shall have been madebe retained by Nomura Asset Capital Corporation notwithstanding the sale or transfer of this Agreement and the Note unless such obligation is specifically assumed by the transferee. Such successor borrower shall assume the obligations under the Note or the Defeased Note, as applicable, and the Security Documents and Borrower shall be relieved of its obligations under such documents with respect thereto. The Borrower shall pay $1,000 to any such successor borrower as consideration for assuming the obligations under the Note or the Defeased Note, as applicable, and the Security Documents. Notwithstanding anything in this Agreement to the contrary, no other assumption fee shall be payable upon a transfer of the Note in accordance with this Section 2.09(d), but Borrower shall pay all costs and expenses incurred by Lender, including Lender's attorneys' fees and expenses, incurred in connection therewith.

Defeasance. The Company may, at its option and by a resolution of the Board of Directors, at any time (including notwithstanding the exercise by the Company of a Covenant Defeasance (as defined herein))time, elect to have its the obligations of the Company discharged with respect to the Outstanding Notes of a series of the Securities Series (“Legal Defeasancedefeasance”). Such Legal Defeasance defeasance means that the Company shall will be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the Outstanding Notes of such series of Securities, Series and to have satisfied all its other obligations under such Notes and the Indenture insofar as such Notes are concerned except for (ai) the rights of Holders to receive payments in respect of the principal of (and of, premium, if any) , and interest on the Securities such Notes when such payments are due solely from the trust fund described in this Sectiondue, (bii) the Company’s obligations with respect to issue temporary Notes of such series of Securities concerning issuing temporary SecuritiesSeries, registration of register the transfer or exchange of any of such series of SecuritiesNotes, replace mutilated, destroyed, lost or stolen Securities Notes of such series and the maintenance of Series, maintain an office or agency for paymentspayments in respect of the Notes of such Series and segregate and hold such payments in trust, (ciii) the Company’s obligation to pay any increased interest rates pursuant to Condition 32 (“Increase in Interest Rates”), (iv) the Company’s obligation to pay any Additional Amounts pursuant to Condition 1 (“Additional Amounts”), (v) the rights, powers, trusttrusts, duties and immunities of the Trustee and the Company’s obligations in connection therewith and (dvi) the Legal Defeasance defeasance provisions of this the Indenture. In addition, the Company may, at its option and by Board Resolution, at any time, elect to have the obligations of the Company released with respect to certain covenants provided with respect set forth in the Indenture as applicable to such series the Notes of Securities under Section 2.01(15)a Series, 9.01(4) and 9.01(7) of this Indenture (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall will not constitute a Default or Event of Default with respect to such series of Securities. In the event of Covenant Defeasance, those events described under Section 6.01(a) with respect to the foregoing covenants will no longer constitute an Event of Default with respect to such series of Securitiesthe Notes (“covenant defeasance”). In order to exercise either Legal Defeasance defeasance or Covenant Defeasance: covenant defeasance in respect of Notes of a Series among other conditions, (1i) the Company must irrevocably deposit or cause to be deposited with the Trustee, as funds in trust, for specifically pledged as security for, and dedicated solely to, the benefit of the Holders Holders, cash in the Specified Currency of such series, (A) moneys in an amountNotes, or (B) noncallable Governmental Government Obligations payable in the Specified Currency of such Notes, which through the scheduled payment of principal of and interest on which in respect thereof in accordance with their terms will provide, not later than one Business Day before the due date of any payment, money in an amount, amount or (C) a combination thereof, in such amounts as will be sufficient, in the case of (B) or (C), in the opinion of a nationally recognized firm of independent public accountants expressed in a or written certification thereof delivered to the Trustee, to pay and dischargedischarge the principal of, at maturity premium, if any, and interest on the outstanding Notes of such Series on the Stated Maturity (or upon redemption, the principal if applicable) of (and such principal, premium, if any, or installment of interest; (ii) no Default or Event of Default with respect to the Notes of such Series shall have occurred and interest on such series of Securities be continuing on the stated date for payment thereof of such deposit or, insofar as an event of bankruptcy under clauses (j) or (k) of Condition 27 (“Events of Default”) is concerned, at any time during the period ending on the applicable redemption date91st day after the date of such deposit; (iii) such defeasance or covenant defeasance shall not result in a breach or violation of, as or constitute a default under, the case may be; Indenture or any material agreement or instrument to which the Company is a party or by which it is bound; (2iv) in the case of Legal Defeasancedefeasance, the Company shall have delivered to the Trustee an Opinion of Counsel confirming stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (B) since the date of this Indenture, Issue Date there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel opinion shall confirm that, the Holders of Outstanding Notes of such series of Securities Series will not recognize income, gain or loss for United States federal income tax purposes as a result of such Legal Defeasance the defeasance and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance defeasance had not occurred; ; (3v) in the case of Covenant Defeasancecovenant defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel confirming to the effect that the Holders of the Outstanding Notes of such series of Securities Series will not recognize income, gain or loss for United States federal income tax purposes as a result of such Covenant Defeasance covenant defeasance and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance covenant defeasance had not occurred; (4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or insofar as Events of Default under clauses (4) ; and (5) of Section 6.01(a) with respect to the Securities of such series are concerned, at any time in the period ending on the 91st day after the date of deposit; (5vi) the Company shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to either the Legal Defeasance defeasance or the Covenant Defeasancecovenant defeasance, as the case may be, have been complied with; and (6) if such series of Securities are to be redeemed prior to final maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made.

Defeasance. Notwithstanding anything to the contrary in this Agreement or any Supplement: (a) The Company may, Transferor may at its option and at any time (including notwithstanding the exercise by the Company of a Covenant Defeasance (as defined herein)), elect to have be discharged from its obligations discharged hereunder with respect to a series of any Series or all outstanding Series (the Securities “Defeased Series”) on the date the applicable conditions set forth in subsection 12.4(c) are satisfied (“Legal Defeasance”). Such Legal Defeasance means ; provided, however, that the Company following rights, obligations, powers, duties and immunities shall be deemed survive with respect to have paid and the Defeased Series until otherwise terminated or discharged the entire indebtedness represented by such series of Securities, except for hereunder: (ai) the rights of Holders to receive payments in respect of Investor Certificates of the principal of (and premiumDefeased Series to receive, if any) and interest on the Securities when such payments are due solely from the trust fund described provided for in this Sectionsubsection 12.4(c), payments in respect of principal of and interest on such Investor Certificates when such payments are due; (bii) the CompanyTransferor’s obligations with respect to such series of Securities concerning issuing temporary Securities, registration of transfer or exchange of such series of Securities, mutilated, destroyed, lost or stolen Securities of such series Certificates under Sections 6.4 and the maintenance of an office or agency for payments, 6.5; (ciii) the rights, powers, trusttrusts, duties and immunities of the Trustee Trustee, the Paying Agent and the Company’s obligations in connection therewith Transfer Agent and Registrar hereunder; and (div) the Legal Defeasance provisions of this Indenture. In additionSection 12.4 (b) Subject to subsection 12.4(c), the Company may, Transferor at its option and at any time, elect to have the obligations of the Company released with respect to covenants provided with respect to such series of Securities under Section 2.01(15), 9.01(4) and 9.01(7) of this Indenture (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to such series of Securities. In the event of Covenant Defeasance, those events described under Section 6.01(a) with respect may cause Collections allocated to the foregoing covenants will no longer constitute an Event of Default with respect Defeased Series and available to such series of Securities. In order purchase additional Receivables to exercise either Legal Defeasance or Covenant Defeasance:be applied to purchase Eligible Investments rather than additional Receivables. (1c) The following shall be the conditions to Defeasance under subsection 12.4(a): (i) the Company must Transferor irrevocably deposit shall have deposited or caused to be deposited with the Trustee, under the terms of an irrevocable trust agreement in trustform and substance satisfactory to the Trustee, as trust funds in trust for making the benefit of the Holders of such seriespayments described below, (A) moneys dollars in an amount, or (B) noncallable Governmental Obligations Eligible Investments which through the scheduled payment of principal of and interest on which in accordance with their terms respect thereof will provide, not later than the due date of any paymentpayment thereon, money in an amount, or (C) a combination thereof, sufficient, in the each case of (B) or (C), in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, sufficient to pay and discharge, at maturity or upon redemptionand, which shall be applied by the Trustee to pay and discharge, all remaining scheduled interest and principal payments on all outstanding Investor Certificates of (the Defeased Series on the dates scheduled for such payments in this Agreement and premiumthe applicable Supplements and all amounts owing to the Enhancement Providers, if any, with respect to the Defeased Series; (ii) and interest on such series prior to any exercise of Securities on the stated date its right pursuant to this Section 12.4 with respect to a Defeased Series to substitute money or Eligible Investments for payment thereof or on the applicable redemption date, as the case may be; (2) in the case of Legal DefeasanceReceivables, the Company Transferor shall have delivered to the Trustee a Tax Opinion with respect to such deposit and termination of obligations and an Opinion of Counsel confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, that such deposit and based thereon such Opinion termination of Counsel shall confirm that, the Holders of such series of Securities obligations will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at Trust being required to register as an “investment company” within the same times as would have been meaning of the case if such Legal Defeasance had not occurred; Investment Company Act; (3iii) in the case of Covenant Defeasance, the Company Transferor shall have delivered to the Trustee and each Enhancement Provider, if any, entitled thereto pursuant to the relevant Supplement an Opinion Officer’s Certificate of Counsel confirming the Transferor stating that the Holders Transferor reasonably believes that such deposit and termination of obligations will not, based on the facts known to such officer at the time of such series certification, then cause an Early Amortization Event or any event that, with the giving of Securities will not recognize incomenotice or the lapse of time, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject would constitute an Early Amortization Event to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or insofar as Events of Default under clauses (4) and (5) of Section 6.01(a) occur with respect to the Securities of such series are concerned, at any time in the period ending on the 91st day after the date of deposit; Series; and (5iv) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have Rating Agency Condition has been complied with; and (6) if such series of Securities are to be redeemed prior to final maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been madesatisfied.

Defeasance. Notwithstanding anything to the contrary in this Agreement or any Supplement: (a) The Company may, Transferor may at its option and at any time (including notwithstanding the exercise by the Company of a Covenant Defeasance (as defined herein)), elect to have be discharged from its obligations discharged with respect to a series all of the Securities Investor Certificates issued by the Trust or any specified Series thereof on the date the applicable conditions set forth in Section 12.05(c) are satisfied (“Legal Defeasance”). Such Legal ) if Defeasance means is available to such Series in accordance with its related Supplement; provided, however, that the Company following rights, obligations, powers, duties and immunities shall be deemed to have paid and survive until otherwise terminated or discharged the entire indebtedness represented by such series of Securities, except for hereunder: (aA) the rights of Holders to receive payments in respect of Investor Certificates of the principal of (and premiumTrust or any specified Series thereof to receive, if any) and interest on the Securities when such payments are due solely from the trust fund described provided for in this SectionSection 12.05(c), payments in respect of principal of and interest on such Investor Certificates when such payments are due; (bB) the CompanyTransferor’s obligations with respect to such series Series of Securities concerning issuing temporary SecuritiesCertificates under Sections 6.03, registration of transfer or exchange of such series of Securities, mutilated, destroyed, lost or stolen Securities of such series 6.04 and the maintenance of an office or agency for payments, 12.03; (cC) the rights, powers, trusttrusts, duties and immunities of the Trustee Trustee, the Paying Agent and the Company’s obligations in connection therewith Transfer Agent and Registrar hereunder; and (dD) the Legal Defeasance provisions of this Indenture. In additionSection 12.05. (b) Subject to Section 12.05(c), the Company may, Transferor at its option and at any time, elect may use Collections of Principal Receivables allocated to have the obligations Investor Certificates of the Company released with respect Series to covenants provided with respect be subject to Defeasance to purchase Permitted Investments rather than additional Receivables for transfer to the Trust until such series of Securities time as no Receivables remain in the Trust. (c) The following shall be the conditions to Defeasance under Section 2.01(15), 9.01(4) and 9.01(7) of this Indenture (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to such series of Securities. In the event of Covenant Defeasance, those events described under Section 6.01(a) with respect to the foregoing covenants will no longer constitute an Event of Default with respect to such series of Securities. In order to exercise either Legal Defeasance or Covenant Defeasance: 12.05(a): (1) the Company must irrevocably deposit with Trustee shall hold in Trust under the Trustee, terms of an irrevocable trust agreement in trust, for form and substance satisfactory to the benefit of the Holders of such series, Trustee (A) moneys Dollars in an amount, or (B) noncallable Governmental Obligations Permitted Investments which through the scheduled payment or principal of and interest on which in accordance with their terms respect thereof will provide, not later than the due date of any paymentpayment thereon, money in an amount, or (C) a combination thereof, sufficient, in the each case of (B) or (C), in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, sufficient to pay and discharge, at maturity and, which shall be applied by the Trustee to pay and discharge, all remaining scheduled interest and principal payments on all outstanding Investor Certificates of the Trust or upon redemption, the principal of (and premium, if any) and interest on such series of Securities any specified Series thereof on the stated date dates scheduled for payment thereof or on such payments in this Agreement and the applicable redemption date, as Supplements and all amounts owed to the case may be; Credit Enhancement Provider for any Series if so provided in the related Supplements or agreements with such Credit Enhancement Provider; (2) the source of the funds held in trust by the case Trustee shall be Collections of Legal Defeasance, Principal Receivables allocated to the Company Investor Certificates of the Series to be subject to such Defeasance or a deposit of money and/or investments not made directly or indirectly by or from funds of the Transferor or any Affiliate of the Transferor or any agent of the Transferor and the Transferor shall have delivered to the Trustee a certificate verifying the information in this provision (2), (3) prior to its first exercise of its right to substitute money or Permitted Investments for Receivables, the Transferor shall deliver to the Trustee (x) an Opinion of Counsel confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect thatthat such deposit and termination of obligations will not result in the Trust being required to register as an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and based thereon such Opinion of Counsel shall confirm that, the Holders of such series of Securities will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3y) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel confirming with respect to such deposit and termination to the effect that the Holders of such series of Securities it will not recognize income, gain cause the Trust or loss for federal income tax purposes any portion thereof to be treated as an association or publicly traded partnership taxable as a corporation; (3) such deposit and termination of obligations will not result of such Covenant Defeasance in a Pay Out Event for any Series; and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default each Rating Agency shall have occurred notified the Transferor, the Servicer and be continuing on the date of such deposit or insofar as Events of Default under clauses (4) and (5) of Section 6.01(a) with respect to the Securities of such series are concerned, at any time in the period ending on the 91st day after the date of deposit; (5) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion in writing that such Defeasance will not result in a reduction or withdrawal of Counsel, each stating that all conditions precedent provided for the rating of any outstanding Series or relating Class to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with; and (6) if such series of Securities are to be redeemed prior to final maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been madewhich it is a Rating Agency.

Defeasance. Notwithstanding anything to the contrary in this Agreement or any Supplement: (a) The Company may, Transferor may at its option and at any time (including notwithstanding the exercise by the Company of a Covenant Defeasance (as defined herein)), elect to have be discharged from its obligations discharged with respect to a series all of the Securities 116 Investor Certificates issued by the Trust or any specified Series thereof on the date the applicable conditions set forth in Section 12.5(c) are satisfied (“Legal "Defeasance”"). Such Legal Defeasance means ; provided, however, that the Company following rights, obligations, powers, duties and immunities shall be deemed to have paid and survive until otherwise terminated or discharged the entire indebtedness represented by such series of Securities, except for hereunder: (aA) the rights of Holders to receive payments in respect of Investor Certificates of the principal of (and premiumTrust or any specified Series thereof to receive, if any) and interest on the Securities when such payments are due solely from the trust fund described provided for in this SectionSection 12.5(c), payments in respect of principal of and interest on such Investor Certificates when such payments are due; (bB) the Company’s Transferor's obligations with respect to such series Series of Securities concerning issuing temporary SecuritiesCertificates under Sections 6.3, registration of transfer or exchange of such series of Securities, mutilated, destroyed, lost or stolen Securities of such series 6.4 and the maintenance of an office or agency for payments, 12.3; (cC) the rights, powers, trusttrusts, duties and immunities of the Trustee Trustee, the Paying Agent and the Company’s obligations in connection therewith Transfer Agent and Registrar hereunder; and (dD) the Legal Defeasance provisions of this Indenture. In additionSection 12.5. (b) Subject to section 12.5(c), the Company may, Transferor at its option and at any time, elect may use Collections to have purchase Eligible Investments rather than additional Receivables for transfer to the obligations of Trust until such time as no Receivables remain in the Company released with respect Trust. (c) The following shall be the conditions to covenants provided with respect to such series of Securities Defeasance under Section 2.01(15), 9.01(4) and 9.01(7) of this Indenture (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to such series of Securities. In the event of Covenant Defeasance, those events described under Section 6.01(a) with respect to the foregoing covenants will no longer constitute an Event of Default with respect to such series of Securities. In order to exercise either Legal Defeasance or Covenant Defeasance: 12.5(a): (1) the Company must Transferor irrevocably deposit shall have deposited or caused to be deposited with the Trustee, under the terms of an irrevocable trust agreement in trustform and substance satisfactory to the Trustee, as trust funds in trust for making the benefit of the Holders of such series, payments described below (A) moneys Dollars in an amount, or (B) noncallable Governmental Obligations Eligible Investments which through the scheduled payment or principal of and interest on which in accordance with their terms respect thereof will provide, not later than the due date of any paymentpayment thereon, money in an amount, or (C) a combination thereof, sufficient, in the each case of (B) or (C), in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, sufficient to pay and discharge, at maturity and, which shall be applied by the Trustee to pay and discharge, all remaining scheduled interest and principal payments on all outstanding Investor Certificates of the Trust or upon redemption, the principal of (and premium, if any) and interest on such series of Securities any specified Series thereof on the stated date dates scheduled for payment thereof or on such payments in this Agreement and the applicable redemption date, as Supplements and all amounts owed to the case may be; Enhancement Provider for any Series if so provided in the related Supplements or agreements with such Enhancement Provider; (2) in the case prior to its first exercise of Legal Defeasanceits right to substitute money or Eligible Investments for Receivables, the Company Transferor shall have delivered deliver to the Trustee (x) an Opinion of Counsel confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, that such deposit and based thereon such Opinion termination of Counsel shall confirm that, the Holders of such series of Securities obligations will not recognize income, gain or loss for federal income tax purposes as a 117 result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner Trust being required to register as an "investment company" within the meaning of the Investment Company Act and at the same times as would have been the case if (y) a Tax Opinion with respect to such Legal Defeasance had not occurred; deposit and termination; and (3) in the case such deposit and termination of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that the Holders of such series of Securities obligations will not recognize income, gain or loss result in an Early Amortization Event for federal income tax purposes as a result any Series. [End of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or insofar as Events of Default under clauses (4) and (5) of Section 6.01(a) with respect to the Securities of such series are concerned, at any time in the period ending on the 91st day after the date of deposit; (5) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with; and (6) if such series of Securities are to be redeemed prior to final maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made.Article XII] 118

Defeasance. Notwithstanding anything to the contrary in this Agreement or any Supplement: (a) The Company may, Transferor may at its option and at any time (including notwithstanding the exercise by the Company of a Covenant Defeasance (as defined herein)), elect to have be discharged from its obligations discharged with respect to a series all of the Securities Investor Certificates issued by the Trust or any specified Series thereof on the date the applicable conditions set forth in Section 12.5(c) are satisfied (“Legal "Defeasance”"). Such Legal Defeasance means ; provided, however, that the Company following rights, obligations, powers, duties and immunities shall be deemed to have paid and survive until otherwise terminated or discharged the entire indebtedness represented by such series of Securities, except for hereunder: (aA) the rights of Holders to receive payments in respect of Investor Certificates of the principal of (and premiumTrust or any specified Series thereof to receive, if any) and interest on the Securities when such payments are due solely from the trust fund described provided for in this SectionSection 12.5(c), payments in respect of principal of and interest on such Investor Certificates when such payments are due; (bB) the Company’s Transferor's obligations with respect to such series Series of Securities concerning issuing temporary SecuritiesCertificates under Sections 6.3, registration of transfer or exchange of such series of Securities, mutilated, destroyed, lost or stolen Securities of such series 6.4 and the maintenance of an office or agency for payments, 12.3; (cC) the rights, powers, trusttrusts, duties and immunities of the Trustee Trustee, the Paying Agent and the Company’s obligations in connection therewith Transfer Agent and Registrar hereunder; and (dD) the Legal Defeasance provisions of this Indenture. In additionSection 12.5. (b) Subject to Section 12.5(c), the Company may, Transferor at its option and at any time, elect may use Collections to have purchase Permitted Investments rather than additional Receivables for transfer to the obligations of Trust until such time as no Receivables remain in the Company released with respect Trust. (c) The following shall be the conditions to covenants provided with respect to such series of Securities Defeasance under Section 2.01(15), 9.01(4) and 9.01(7) of this Indenture (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to such series of Securities. In the event of Covenant Defeasance, those events described under Section 6.01(a) with respect to the foregoing covenants will no longer constitute an Event of Default with respect to such series of Securities. In order to exercise either Legal Defeasance or Covenant Defeasance: 12.5(a): (1) the Company must Transferor irrevocably deposit shall have deposited or caused to be deposited with the Trustee, under the terms of an irrevocable trust agreement in trustform and substance satisfactory to the Trustee, as trust funds in trust for making the benefit of the Holders of such series, payments described below: (A) moneys Dollars in an amount, or (B) noncallable Governmental Obligations Permitted Investments which through the scheduled payment of principal of and interest on which in accordance with their terms respect thereof will provide, not later than the due date of any paymentpayment thereon, money in an amount, or (C) a combination thereof, sufficient, in the each case of (B) or (C), in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, sufficient to pay and discharge, at maturity and, which shall be applied by the Trustee to pay and discharge, all remaining scheduled interest and principal payments on all outstanding Investor Certificates of the Trust or upon redemption, the principal of (and premium, if any) and interest on such series of Securities any specified Series thereof on the stated date dates scheduled for payment thereof or on such payments in this Agreement and the applicable redemption date, as Supplements and all amounts owed to the case may be; Credit Enhancement Provider for any Series if so provided in the related Supplements or agreements with such Credit Enhancement Provider; (2) in the case prior to each exercise of Legal Defeasanceits right to substitute money or Permitted Investments for Receivables, the Company Transferor shall have delivered deliver to the Trustee a Tax Opinion with respect to such substitution and an Opinion of Counsel confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, that the Holders of such series of Securities Trust will not recognize incomebe required to register as an "investment company" within the meaning of the Investment Company Act of 1940, gain or loss for federal income tax purposes as a result of such Legal Defeasance amended; and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case such deposit and termination of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that the Holders of such series of Securities obligations will not recognize income, gain or loss result in a Pay Out Event for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or insofar as Events of Default under clauses (4) and (5) of Section 6.01(a) with respect to the Securities of such series are concerned, at any time in the period ending on the 91st day after the date of deposit; (5) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with; and (6) if such series of Securities are to be redeemed prior to final maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been madeSeries.

Defeasance. The Company may(a) Subject to Sections 13.1(b) and 13.2, at its option and at except as provided in any time (including notwithstanding the exercise by the Company of a Covenant Defeasance (as defined herein)), elect to have its obligations discharged Series Supplemental Indenture with respect to a series of Notes thereunder, the Securities Company at any time may terminate (i) all its obligations under this Indenture, any Series Supplemental Indenture with respect to the Notes of such series, the Notes of a series and the Collateral Documents (a “Legal Defeasance”) or (ii) any of its covenants, other than its obligation to make payments on the Notes pursuant to Section 2.10 and 4.1 (a “Covenant Defeasance”). Such With respect to any Covenant Defeasance, except as specified in clause (ii) of the preceding sentence, the remainder of this Indenture and the Notes, shall be unaffected thereby. The Company may exercise a Legal Defeasance notwithstanding the prior exercise of a Covenant Defeasance. If the Company exercises a Legal Defeasance, payment of the Notes may not be accelerated due to an Event of Default. Upon satisfaction of the conditions set forth herein and on demand of the Company, the Trustee (x) shall acknowledge in writing the discharge of the obligations terminated by the Company, (y) shall execute documents and deliver such instruments in writing as shall be required to reconvey, release, assign and deliver to the Company any and all of the Trustee’s interest in the Collateral, the right, title and interest in and to any and all rights conveyed, assigned or pledged to the Trustee or otherwise subject to this Indenture, except amounts required to be paid to the Trustee under this Indenture for payment of the Notes, and (z) shall turn over to the Company or to any such person, body or authority as may be entitled to receive the same all balances then held by it hereunder. Covenant Defeasance, as effected hereby, means that the Company may omit to comply with and shall be deemed have no liability in respect of any term, condition or limitation set forth under any of the covenants in this Indenture except as set forth hereinabove, whether directly or indirectly by reason of any reference elsewhere herein to have paid and discharged the entire indebtedness represented by any such series of Securities, except for covenant or Section or to any other provision herein or in any other document. (b) Notwithstanding Section 13.1 (a) the rights of Holders to receive payments in respect of the principal of (and premiumabove, if any) and interest on the Securities when such payments are due solely from the trust fund described in this Section, (b) the Company’s obligations with respect to such series of Securities concerning issuing temporary Securities, registration of transfer or exchange of such series of Securities, mutilated, destroyed, lost or stolen Securities of such series and the maintenance of an office or agency for payments, (c) the rights, powers, trust, duties and immunities of the Trustee and the Company’s obligations in connection therewith and (d) the Legal Defeasance provisions of this Indenture. In addition, the Company may, at its option and at any time, elect to have the obligations of the Company released with respect pursuant to covenants provided with respect to such series Sections 2.8, 2.9, 2.10, 8.5 and this Article 13 shall survive until the Notes have been paid in full in cash. Thereafter, the obligations of Securities under Section 2.01(15), 9.01(4) and 9.01(7) of this Indenture (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to such series of Securities. In the event of Covenant Defeasance, those events described under Section 6.01(a) with respect to the foregoing covenants will no longer constitute an Event of Default with respect to such series of Securities. In order to exercise either Legal Defeasance or Covenant Defeasance: (1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of such series, (A) moneys in an amount, or (B) noncallable Governmental Obligations the scheduled principal of and interest on which in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the case of (B) or (C), in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, at maturity or upon redemption, the principal of (and premium, if any) and interest on such series of Securities on the stated date for payment thereof or on the applicable redemption date, as the case may be; (2) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of such series of Securities will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that the Holders of such series of Securities 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 same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or insofar as Events of Default under clauses (4) and (5) of Section 6.01(a) with respect to the Securities of such series are concerned, at any time in the period ending on the 91st day after the date of deposit; (5) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with; and (6) if such series of Securities are to be redeemed prior to final maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee Section 8.5 shall have been madesurvive.

Defeasance. The Company may, at its option and at any time (including notwithstanding the exercise by the Company of a Covenant Defeasance (as defined herein)), elect to have its obligations discharged with respect to a series of the Securities (“Legal Defeasance”). Such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such series of Securities, except for (a) the rights of Holders holders to receive payments in respect of the principal of (and premium, if any) and interest on the Securities when such payments are due solely from the trust fund described in this Section, (b) the Company’s obligations with respect to such series of Securities concerning issuing temporary Securities, registration of transfer or exchange of such series of Securities, mutilated, destroyed, lost or stolen Securities of such series and the maintenance of an office or agency for payments, (c) the rights, powers, trust, duties and immunities of the Trustee and the Company’s obligations in connection therewith and (d) the Legal Defeasance provisions of this Indenture. In addition, the Company may, at its option and at any time, elect to have the obligations of the Company released with respect to covenants provided with respect to such series of Securities under Section 2.01(15), 9.01(4) and 9.01(7) of this Indenture (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to such series of Securities. In the event of Covenant Defeasance, those events described under Section 6.01(a) with respect to the foregoing covenants will no longer constitute an Event of Default with respect to such series of Securities. In order to exercise either Legal Defeasance or Covenant Defeasance: (1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders holders of such series, (A) moneys in an amount, or (B) noncallable Governmental Obligations the scheduled principal of and interest on which in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the case of (B) or (C), in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, at maturity or upon redemption, the principal of (and premium, if any) and interest on such series of Securities on the stated date for payment thereof or on the applicable redemption date, as the case may be; (2) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that (Aa) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (Bb) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders holders of such series of Securities will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that the Holders holders of such series of Securities 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 same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) 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 insofar as Events of Default under clauses (4) and (5) of Section 6.01(a) with respect to the Securities of such series are concerned, at any time in the period ending on the 91st day after the date of deposit; (5) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with; and (6) if such series of Securities are to be redeemed prior to final maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made.

Defeasance. The Company may, at its option and at any time (including notwithstanding the exercise by the Company of a Covenant Defeasance (as defined herein)), elect to have its obligations discharged with respect to a series of the Securities (“Legal Defeasance”). Such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such series of Securities, except for (a) the rights of Holders to receive payments in respect of the principal of (and premium, if any) and interest on the Securities when such payments are due solely from the trust fund described in this Section, (b) the Company’s obligations with respect to such series of Securities concerning issuing temporary Securities, registration of transfer or exchange of such series of Securities, mutilated, destroyed, lost or stolen Securities of such series and the maintenance of an office or agency for payments, (c) the rights, powers, trust, duties and immunities of the Trustee and the Company’s obligations in connection therewith and (d) the Legal Defeasance provisions of this Indenture. In addition, the Company The Issuer may, at its option and at any time, elect to have all of its obligations and the obligations of the Company Subsidiary Guarantors discharged with respect to the outstanding Notes issued under this Indenture and the Guarantees (“Legal Defeasance”) except for: (i) the rights of Holders of outstanding Notes issued thereunder to receive payments in respect of the principal of, or interest or premium and Additional Interest, if any, on such Notes when such payments are due from the trust referred to below; (ii) the Issuer’s obligations with respect to the Notes issued thereunder concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust; (iii) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuer’s obligations in connection therewith; and (iv) this Section 8.02. (b) The Issuer may, at its option and at any time, elect to have its obligations and the obligations of the Subsidiary Guarantors released with respect to covenants provided with respect to such series Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.11, 4.12, 4.14, 4.15, 4.16 and clause (iv) of Securities under Section 2.01(15), 9.01(4) and 9.01(7) 5.01 of this Indenture (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall those covenants will not constitute a Default or Event of Default with respect to such series the Notes. The Issuer may exercise its Legal Defeasance option notwithstanding its prior exercise of Securitiesits Covenant Defeasance option. In the event the Issuer terminates all of Covenant Defeasance, those events described its obligations under Section 6.01(a) the Notes and this Indenture (with respect to such Notes) by exercising its Legal Defeasance option or its Covenant Defeasance option, the foregoing covenants will no longer constitute obligations of each Subsidiary Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its Legal Defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its Covenant Defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Sections 6.01(c) (other than with respect to such series Article 5 (except for clause (iv) thereof)), 6.01(d), 6.01(e), 6.01(f) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries), 6.01(g) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries) or 6.01(h). Upon satisfaction of Securities. In order to exercise either Legal Defeasance or Covenant Defeasance:the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates. (1c) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of such series, (A) moneys in an amount, or (B) noncallable Governmental Obligations the scheduled principal of and interest on which in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the case of (B) or (C), in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, at maturity or upon redemption, the principal of (and premium, if any) and interest on such series of Securities on the stated date for payment thereof or on the applicable redemption date, as the case may be; (2) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of such series of Securities will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that the Holders of such series of Securities 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 same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or insofar as Events of Default under Notwithstanding clauses (4a) and (5b) of Section 6.01(a) with respect to above, the Securities of such series are concernedIssuer’s obligations in Sections 2.04, at any time 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08 and in this Article 8 shall survive until the period ending on the 91st day after the date of deposit; (5) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, Notes have been complied with; and (6) if paid in full. Thereafter, the Issuer’s obligations in Sections 7.07, 8.06 and 8.07 shall survive such series of Securities are to be redeemed prior to final maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been madesatisfaction and discharge.

Defeasance. The Company may, at its option and at any time (including notwithstanding the exercise by the Company of a Covenant Defeasance (as defined herein)), elect to have its obligations discharged with respect to a series of the Securities (“Legal Defeasance”). Such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such series of Securities, except for (a) the rights of Holders to receive payments in respect of the principal of (and premium, if any) and interest on the Securities when such payments are due solely from the trust fund described in this Section, (b) the Company’s obligations with respect to such series of Securities concerning issuing temporary Securities, registration of transfer or exchange of such series of Securities, mutilated, destroyed, lost or stolen Securities of such series and the maintenance of an office or agency for payments, (c) the rights, powers, trust, duties and immunities of the Trustee and the Company’s obligations in connection therewith and (d) the Legal Defeasance provisions of this Indenture. In addition, the Company The Issuer may, at its option and at any time, elect to have the obligations of the Company Issuer discharged with respect to the New Notes (“Legal Defeasance”). Such Legal Defeasance shall mean that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the New Notes, except for: (i) the rights of the Holders to receive payments in respect of the principal of, premium, if any, interest and Additional Amounts, if any, on the New Notes when such payments are due; (ii) the Issuer’s obligations with respect to the New Notes concerning issuing temporary New Notes, registration of Mew Notes, mutilated, destroyed, lost or stolen New Notes and the maintenance of an office or agency for payments; (iii) the rights, powers, trust, duties and immunities of the Trustee, as set forth in this Indenture, and the Issuer’s obligations in connection therewith; and (iv) the Legal Defeasance provisions of this Indenture. (b) In addition, the Issuer may, at its option and at any time, elect to have the obligations of the Issuer released with respect to certain covenants provided with respect to such series of Securities under Section 2.01(15), 9.01(4) and 9.01(7) of this Indenture that are described herein (“Covenant Defeasance”) and thereafter the failure by the Issuer or any omission Restricted Subsidiary to comply with such obligations shall not constitute a Default or an Event of Default with respect to such series of Securitiesthe New Notes. In the event of Covenant DefeasanceDefeasance occurs, those certain events (not including non-payment, bankruptcy, receivership and insolvency events) described under Section 6.01(a) with respect to the foregoing covenants 5.1 will no longer constitute an Event of Default with respect to such series of Securities. the New Notes. (c) In order to exercise either Legal Defeasance or Covenant Defeasance: (1i) the Company Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of such seriescash in U.S. dollars, (A) moneys in an amountnon-callable U.S. Government Obligations, or (B) noncallable Governmental Obligations the scheduled principal of and interest on which in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, in such amounts and at such times as will be sufficient, in the case of (B) or (C), in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trusteeaccountants, to pay and discharge, at maturity or upon redemption, the principal of (and of, premium, if any) , interest and interest Additional Amounts, if any, on such series of Securities the New Notes on the stated date for payment thereof or on the applicable redemption dateRedemption Date, as the case may be; (2ii) in the case of Legal Defeasance, the Company Issuer shall have delivered to the Trustee an Opinion opinion of Counsel counsel reasonably acceptable to the Trustee, confirming that that: (A1) the Company Issuer has received from, or there has been published by, the Internal Revenue Service a ruling or ruling; or (B2) since the date of this Indenture, there has been a change in the applicable United States federal income tax law, ; in either case to the effect that, and based thereon such Opinion opinion of Counsel counsel shall confirm that, the Holders of such series of Securities will not recognize income, gain or loss for United States federal income tax purposes as a result of such Legal Defeasance and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3iii) in the case of Covenant Defeasance, the Company Issuer shall have delivered to the Trustee an Opinion opinion of Counsel counsel in the United States confirming that the Holders of such series of Securities will not recognize income, gain or loss for United States federal income tax purposes as a result of such Covenant Defeasance and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or insofar as Events of Default under clauses (4) and (5) of Section 6.01(a) with respect to the Securities of such series are concerned, at any time in the period ending on the 91st day after the date of deposit; (5) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with; and (6) if such series of Securities are to be redeemed prior to final maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made.

Defeasance. The Company may(a) In addition to discharge of the Indenture pursuant to Section 8.1, at its option and at in the case of any time series of Securities the exact amounts (including notwithstanding the exercise by currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (i) below, the Company of a Covenant Defeasance (as defined herein)), elect to have its obligations discharged with respect to a series of and the Securities (“Legal Defeasance”). Such Legal Defeasance means that the Company Guarantors shall be deemed to have paid and discharged the entire indebtedness represented by on all the Securities and the Guarantees of such a series on the 91st day after the date of the deposit referred to in subparagraph (i) below, and the provisions of this Indenture with respect to the Securities of such series of Securities, and the Guarantees shall no longer be in effect (except for as to (a1) the rights of Holders to receive payments in respect registration of transfer and exchange of Securities of such series and the principal Company’s right of (and premiumoptional redemption, if any) and interest on the Securities when such payments are due solely from the trust fund described in this Section, (b2) the Company’s obligations with respect to such series substitution of Securities concerning issuing temporary Securitiesmutilated, registration of transfer or exchange of such series of Securities, mutilateddefaced, destroyed, lost or stolen Securities, (3) rights of Holders of Securities to receive payments of such series principal thereof, premium, if any, and interest thereon, upon the maintenance original stated due dates therefor (but not upon acceleration), and remaining rights of an office or agency for the Holders to receive mandatory sinking fund payments, if any, (c4) the rights, powers, trustobligations, duties and immunities of the Trustee and hereunder, (5) the Company’s obligations in connection therewith rights of the Holders of Securities of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them and (d6) the Legal Defeasance provisions of this Indenture. In addition, the Company may, at its option and at any time, elect to have the obligations of the Company released with respect to covenants provided with respect to such series of Securities under Section 2.01(15), 9.01(42.5) and 9.01(7) of this Indenture (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to such series of Securities. In the event of Covenant Defeasance, those events described under Section 6.01(a) with respect to the foregoing covenants will no longer constitute an Event of Default with respect to such series of Securities. In order to exercise either Legal Defeasance or Covenant Defeasance: (1) the Company must irrevocably deposit with the Trustee, at the expense of the Company and the Guarantors, shall at the Company’s request, execute proper instruments acknowledging the same, if (i) with reference to this provision the Company or any Guarantor has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust, for specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, series (A1) moneys cash in an amount, or (B2) noncallable Governmental Obligations in the scheduled case of any series of Securities the payments on which may only be made in Dollars, U.S. Government Obligations, maturing as to principal of and interest on which at such times and in accordance with their terms such amounts as will provide, not later than insure the due date availability of any payment, money in an amount, cash or (C3) a combination thereof, sufficient, in the case of (B) or (C), in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge(x) the principal, at maturity or upon redemption, the principal of (and premium, if any) , and interest on all Securities of such series of Securities on each date that such principal, premium, if any, or interest is due and payable and (y) any mandatory sinking fund payments on the stated date for payment thereof or dates on which such payments are due and payable in accordance with the applicable redemption date, as terms of the case may beIndenture and the Securities of such series; (2ii) such deposit will not result in the case of Legal Defeasancea breach or violation of, or constitute a default under, any agreement or instrument to which the Company shall have or any Guarantor is a party or by which it is bound; (iii) the Company has delivered to the Trustee an Opinion of Counsel confirming based on the fact that (Ax) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (By) since the date of this Indenturehereof, there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel opinion shall confirm that, the Holders of the Securities of such series of Securities will not recognize income, gain or loss for federal Federal income tax purposes as a result of such Legal Defeasance deposit, defeasance and discharge and will be subject to federal Federal income tax on the same amounts, amount and in the same manner and at the same times times, as would have been the case if such Legal Defeasance deposit, defeasance and discharge had not occurred;; and (3iv) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this provision have been complied with. (b) The Company and the Guarantors shall be released from each of their obligations with respect to the Securities of any series outstanding (except for: (i) the obligations set forth as exceptions above in Section 8.2(a); (ii) the obligations to (w) compensate and indemnify the Trustee, (x) appoint a successor Trustee, (y) repay certain moneys held by the Paying Agent and (z) return certain unclaimed moneys held by the Trustee; and (iii) such obligations of the Company and the Guarantors as are required by the TIA) on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”). For this purpose, such Covenant Defeasance means that, with respect to the outstanding Securities of any series, the Company and the Guarantors are required only to comply with the above obligations and shall have no liability in respect of any term, condition or limitation set forth in any other Section, whether directly or indirectly by reason of any reference to such Section by any other remaining provision or in any other document and such compliance only to the above obligations shall not constitute an Event of Default under Section 6.1. The following shall be the conditions to application of this Section 8.2(b): (i) The Company or any Guarantor has irrevocably 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 the Securities of such series, (A) cash in an amount, or (B) in the case of any series of Securities the payments on which may only be made in Dollars, U.S. Government Obligations maturing as to principal and interest at such times and in such amounts as will insure the availability of cash or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay (X) the principal, premium, if any, and interest on all Securities of such series and (Y) any mandatory sinking fund payments on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series. (ii) Such Covenant DefeasanceDefeasance shall not cause the Trustee to have a conflicting interest as set forth in Article 7 and for purposes of the TIA with respect to any securities of the Company. (iii) Such Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company or any Guarantor is a party or by which it is bound. (iv) The Company shall have delivered to the Trustee an Opinion of Counsel confirming to the effect that the Holders of the Securities of such series of Securities will not recognize income, gain or loss for federal Federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;. (4v) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or insofar as Events of Default under clauses (4) and (5) of Section 6.01(a) with respect to the Securities of such series are concerned, at any time in the period ending on the 91st day after the date of deposit; (5) the The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Covenant Defeasance or the Covenant Defeasance, as the case may be, contemplated by this provision have been complied with; and (6) if such series of Securities are to be redeemed prior to final maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made.

Defeasance. If so provided in the applicable Supplement: (a) The Company may, Transferor may at its option and at any time (including notwithstanding the exercise by the Company of a Covenant Defeasance (as defined herein)), elect to have be discharged from its obligations discharged hereunder with respect to a series of any Series or all outstanding Series (the Securities “Defeased Series”) on the date the applicable conditions set forth in Section 12.04(c) are satisfied (“Legal Defeasance”). Such Legal Defeasance means ; provided, however, that the Company following rights, obligations, powers, duties and immunities shall be deemed survive with respect to have paid and the Defeased Series until otherwise terminated or discharged the entire indebtedness represented by such series of Securities, except for hereunder: (ai) the rights of Holders to receive payments in respect of Investor Certificates of the principal of (and premiumDefeased Series to receive, if any) and interest on the Securities when such payments are due solely from the trust fund described provided for in this SectionSection 12.04(c), payments in respect of principal of and interest on such Investor Certificates when such payments are due; (bii) the CompanyTransferor’s obligations with respect to such series of Securities concerning issuing temporary Securities, registration of transfer or exchange of such series of Securities, mutilated, destroyed, lost or stolen Securities of such series Certificates under Sections 6.04 and the maintenance of an office or agency for payments, 6.05; (ciii) the rights, powers, trusttrusts, duties and immunities of the Trustee Trustee, the Paying Agent and the Company’s obligations in connection therewith Transfer Agent and Registrar hereunder; and (div) the Legal Defeasance provisions of this Indenture. In additionSection 12.04. (b) Subject to Section 12.04(c), the Company may, Transferor at its option may cause Collections allocated to the Defeased Series and at any time, elect available to have acquire additional Receivables to be applied to acquire Eligible Investments rather than additional Receivables. (c) The following shall be the obligations of the Company released with respect conditions to covenants provided with respect to such series of Securities Defeasance under Section 2.01(15), 9.01(4) and 9.01(7) of this Indenture 12.04(a): (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to such series of Securities. In the event of Covenant Defeasance, those events described under Section 6.01(a) with respect to the foregoing covenants will no longer constitute an Event of Default with respect to such series of Securities. In order to exercise either Legal Defeasance or Covenant Defeasance: (1i) the Company must Transferor irrevocably deposit shall have deposited or caused to be deposited with the Trustee, under the terms of an irrevocable trust agreement in trustform and substance satisfactory to the Trustee, as trust funds in trust for making the benefit of the Holders of such seriespayments described below, (A) moneys Dollars in an amount, or (B) noncallable Governmental Obligations Eligible Investments which through the scheduled payment of principal of and interest on which in accordance with their terms respect thereof will provide, not later than the due date of any paymentpayment thereon, money in an amount, or (C) a combination thereof, sufficient, in the each case of (B) or (C), in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, sufficient to pay and discharge, at maturity and, which shall be applied by the Trustee to pay and discharge, all remaining scheduled interest and principal payments on all outstanding Investor Certificates of the Defeased Series on the dates scheduled for such payments in this Agreement and the applicable Supplements and all amounts owing to the Series Enhancers with respect to the Defeased Series; (ii) prior to its first exercise of its right pursuant to this Section 12.04 with respect to a Defeased Series to substitute money or upon redemptionEligible Investments for Receivables, the principal of (and premium, if any) and interest on such series of Securities on the stated date for payment thereof or on the applicable redemption date, as the case may be; (2) in the case of Legal Defeasance, the Company Transferor shall have delivered to the Trustee a Tax Opinion with respect to such deposit and termination of obligations and an Opinion of Counsel confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, that such deposit and based thereon such Opinion termination of Counsel shall confirm that, the Holders of such series of Securities obligations will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at Trust being required to register as an “investment company” within the same times as would have been meaning of the case if such Legal Defeasance had not occurred; Investment Company Act; (3iii) in the case of Covenant Defeasance, the Company Transferor shall have delivered to the Trustee and each Series Enhancer entitled thereto pursuant to the relevant Supplement an Opinion Officer’s Certificate of Counsel confirming the Transferor stating that the Holders Transferor reasonably believes that such deposit and termination of obligations will not, based on the facts known to such officer at the time of such series certification, then cause a Pay Out Event or any event that, with the giving of Securities will not recognize incomenotice or the lapse of time, gain or loss for federal income tax purposes as would constitute a result of such Covenant Defeasance and will be subject Pay Out Event to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or insofar as Events of Default under clauses (4) and (5) of Section 6.01(a) occur with respect to the Securities of such series are concerned, at any time in the period ending on the 91st day after the date of deposit; Series; and (5iv) the Company Transferor shall have received written notice from each Rating Agency that such deposit and termination of obligations will not have a Ratings Effect and shall have delivered copies of each such written notice to the Trustee an Officers’ Certificate Servicer and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with; and (6) if such series of Securities are to be redeemed prior to final maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been madeTrustee.

Defeasance. Notwithstanding anything to the contrary in this Agreement or any Supplement: (a) The Company may, Transferor may at its option and at any time (including notwithstanding the exercise by the Company of a Covenant Defeasance (as defined herein)), elect to have be discharged from its obligations discharged hereunder with respect to any Series or all outstanding Series (the "Defeased Series") on the date the applicable conditions set forth in subsection 12.04(c) are satisfied (a series of the Securities (“Legal "Defeasance”"). Such Legal Defeasance means ; provided, however, that the Company following rights, obligations, powers, duties and immunities shall be deemed survive with respect to have paid and the Defeased Series until otherwise terminated or discharged the entire indebtedness represented by such series of Securities, except for hereunder: (ai) the rights of the Holders to receive payments in respect of Investor Certificates of the principal of (and premiumDefeased Series to receive, if any) and interest on the Securities when such payments are due solely from the trust fund described provided for in this Sectionsubsection 12.04(c), payments in respect of principal of and interest on such Investor Certificates when such payments are due; (bii) the Company’s Transferor's obligations with respect to such series of Securities concerning issuing temporary Securities, registration of transfer or exchange of such series of Securities, mutilated, destroyed, lost or stolen Securities of such series Certificates under Sections 6.04 and the maintenance of an office or agency for payments, 6.05; (ciii) the rights, powers, trusttrusts, duties duties, and immunities of the Trustee Trustee, the Paying Agent and the Company’s obligations in connection therewith Registrar hereunder; and (div) the Legal Defeasance provisions of this Indenture. In additionSection 12.04. (b) Subject to subsection 12.04(c), the Company may, Transferor at its option may cause Collections allocated to the Defeased Series and at available to purchase additional Receivables to be applied to purchase Eligible Investments rather than additional Receivables. (c) The following shall be the conditions to Defeasance under subsection 12.04(a): (i) the Transferor irrevocably shall have deposited or caused to be deposited with the Trustee (such deposit to be made from other than the Transferor's or any time, elect to have the obligations Affiliate of the Company released with respect to covenants provided with respect to such series of Securities under Section 2.01(15Transferor's funds), 9.01(4) under the terms of an irrevocable trust agreement in form and 9.01(7) of this Indenture (“Covenant Defeasance”) and thereafter any omission substance satisfactory to comply with such obligations shall not constitute a Default or Event of Default with respect to such series of Securities. In the event of Covenant Defeasance, those events described under Section 6.01(a) with respect to the foregoing covenants will no longer constitute an Event of Default with respect to such series of Securities. In order to exercise either Legal Defeasance or Covenant Defeasance: (1) the Company must irrevocably deposit with the Trustee, as trust funds in trust, trust for making the benefit of the Holders of such seriespayments described below, (Aa) moneys Dollars in an amount, or (Bb) noncallable Governmental Obligations Eligible Investments which through the scheduled payment of principal of and interest on which in accordance with their terms respect thereof will provide, not later than the due date of any paymentpayment thereon, money in an amount, or (Cc) a combination thereof, sufficient, in the each case sufficient to pay and discharge (without relying on income or gain from reinvestment of (B) or (Csuch amount), in and which shall be applied by the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, Trustee to pay and discharge, at maturity or upon redemption, all remaining scheduled interest and principal payments on all outstanding Investor Certificates of the principal of (and premium, if any) and interest on such series of Securities Defeased Series on the stated date dates scheduled for payment thereof or on such payments in this Agreement and the applicable redemption date, as Supplements and all amounts owing to the case may beSeries Enhancers with respect to the Defeased Series; (2ii) a statement from a firm of nationally recognized independent public accountants (who may also render other services to the Transferor) to the effect that such deposit is sufficient to pay the amounts specified in clause (i) above; (iii) prior to its first exercise of its 89 98 right pursuant to this Section 12.04 with respect to a Defeased Series to substitute money or Eligible Investments for Receivables, if any Series of Investor Certificates are outstanding that were characterized as debt at the case time of Legal Defeasancetheir issuance, the Company Transferor shall have delivered to the Trustee an Opinion of Counsel confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect thatthat such deposit and termination of obligations will not cause the Trust to be an association or publicly traded partnership taxable as a corporation, and based thereon such (in any case) an Opinion of Counsel shall confirm that, to the Holders effect that such deposit and termination of such series of Securities obligations will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at Trust being required to register as an "investment company" within the same times as would have been meaning of the case if such Legal Defeasance had not occurredInvestment Company Act; (3iv) in the case of Covenant Defeasance, the Company Transferor shall have delivered to the Trustee an Opinion Officer's Certificate of Counsel confirming the Transferor stating the Transferor reasonably believes that such deposit and termination of obligations will not, based on the Holders facts known to such officer at the time of such series of Securities will not recognize incomecertification, gain then cause a Pay Out Event or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Reinvestment Event of Default shall have occurred and be continuing on the date of such deposit or insofar as Events of Default under clauses (4) and (5) of Section 6.01(a) with respect to any Series or any event that, with the Securities giving of such series are concernednotice or the lapse of time, at any time would result in the period ending on the 91st day after the date occurrence of deposit; (5) the Company shall have delivered a Pay Out Event with respect to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied withany Series; and (6v) if such series of Securities are to be redeemed prior to final maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption the Rating Agency Condition shall have been duly given pursuant to this Indenture or provision therefor satisfactory satisfied and the Transferor shall have delivered copies of such written notice to the Trustee shall have been madeServicer and the Trustee.

Defeasance. Notwithstanding anything to the contrary in ---------- this Agreement or any Supplement: (a) The Company may, Transferor may at its option and at any time (including notwithstanding the exercise by the Company of a Covenant Defeasance (as defined herein)), elect to have be discharged from its obligations discharged with respect to a series all of the Securities Investor Certificates issued by the Trust or any specified Series thereof on the date the applicable conditions set forth in Section 12.5(c) are satisfied (“Legal "Defeasance”"). Such Legal Defeasance means ; provided ---------- -------- however, that the Company following rights, obligations, powers, duties and ------- immunities shall be deemed to have paid and survive until otherwise terminated or discharged the entire indebtedness represented by such series of Securities, except for hereunder: (aA) the rights of Holders to receive payments in respect of Investor Certificates of the principal of (and premiumTrust or any specified Series thereof to receive, if any) and interest on the Securities when such payments are due solely from the trust fund described provided for in this SectionSection 12.5(c), payments in respect of principal of and 101 interest on such Investor Certificates when such payments are due; (bB) the Company’s Transferor's obligations with respect to such series Series of Securities concerning issuing temporary SecuritiesCertificates under Sections 6.3, registration of transfer or exchange of such series of Securities, mutilated, destroyed, lost or stolen Securities of such series 6.4 and the maintenance of an office or agency for payments, 12.3; (cC) the rights, powers, trusttrusts, duties and immunities of the Trustee Trustee, the Paying Agent and the Company’s obligations in connection therewith Transfer Agent and Registrar hereunder; and (dD) the Legal Defeasance provisions of this Indenture. In additionSection 12.5. (b) Subject to Section 12.5(c), the Company may, Transferor at its option and at any time, elect may use Collections to have purchase Permitted Investments rather than additional Receivables for transfer to the obligations of Trust until such time as no Receivables remain in the Company released with respect Trust. (c) The following shall be the conditions to covenants provided with respect to such series of Securities Defeasance under Section 2.01(15), 9.01(4) and 9.01(7) of this Indenture (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to such series of Securities. In the event of Covenant Defeasance, those events described under Section 6.01(a) with respect to the foregoing covenants will no longer constitute an Event of Default with respect to such series of Securities. In order to exercise either Legal Defeasance or Covenant Defeasance: 12.5(a): (1) the Company must Transferor irrevocably deposit shall have deposited or caused to be deposited with the Trustee, under the terms of an irrevocable trust agreement in trustform and substance satisfactory to the Trustee, as trust funds in trust for making the benefit of the Holders of such series, payments described below: (A) moneys Dollars in an amount, or (B) noncallable Governmental Obligations Permitted Investments which through the scheduled payment of principal of and interest on which in accordance with their terms respect thereof will provide, not later than the due date of any paymentpayment thereon, money in an amount, or (C) a combination thereof, sufficient, in the each case of (B) or (C), in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, sufficient to pay and discharge, at maturity and, which shall be applied by the Trustee to pay and discharge, all remaining scheduled interest and principal payments on all outstanding Investor Certificates of the Trust or upon redemption, the principal of (and premium, if any) and interest on such series of Securities any specified Series thereof on the stated date dates scheduled for payment thereof or on such payments in this Agreement and the applicable redemption date, as Supplements and all amounts owed to the case may be; Credit Enhancement Provider for any Series if so provided in the related Supplements or agreements with such Credit Enhancement Provider; (2) in the case prior to each exercise of Legal Defeasanceits right to substitute money or Permitted Investments for Receivables, the Company Transferor shall have delivered deliver to the Trustee a Tax Opinion with respect to such substitution and an Opinion of Counsel confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, that the Holders of such series of Securities Trust will not recognize incomebe required to register as an "investment company" within the meaning of the Investment Company Act of 1940, gain or loss for federal income tax purposes as a result of such Legal Defeasance amended; and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case such deposit and termination of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that the Holders of such series of Securities obligations will not recognize income, gain or loss result in a Pay Out Event for federal income tax purposes as a result any Series. [End of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or insofar as Events of Default under clauses (4) and (5) of Section 6.01(a) with respect to the Securities of such series are concerned, at any time in the period ending on the 91st day after the date of deposit; (5) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with; and (6) if such series of Securities are to be redeemed prior to final maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made.Article XII]

Defeasance. Notwithstanding anything to the contrary in ---------- this Agreement or any Supplement: (a) The Company may, Transferor may at its option and at any time (including notwithstanding the exercise by the Company of a Covenant Defeasance (as defined herein)), elect to have be discharged from its obligations discharged with respect to a series all of the Securities Investor Certificates issued by the Trust or any specified Series thereof on the date the applicable conditions set forth in Section 12.5(c) are satisfied (“Legal "Defeasance”"). Such Legal Defeasance means ; provided ---------- -------- however, that the Company following rights, obligations, powers, duties and ------- immunities shall be deemed to have paid and survive until otherwise terminated or discharged the entire indebtedness represented by such series of Securities, except for hereunder: (aA) the rights of Holders to receive payments in respect of Investor Certificates of the principal of (and premiumTrust or any specified Series thereof to receive, if any) and interest on the Securities when such payments are due solely from the trust fund described provided for in this SectionSection 12.5(c), payments in respect of principal of and 103 interest on such Investor Certificates when such payments are due; (bB) the Company’s Transferor's obligations with respect to such series Series of Securities concerning issuing temporary SecuritiesCertificates under Sections 6.3, registration of transfer or exchange of such series of Securities, mutilated, destroyed, lost or stolen Securities of such series 6.4 and the maintenance of an office or agency for payments, 12.3; (cC) the rights, powers, trusttrusts, duties and immunities of the Trustee Trustee, the Paying Agent and the Company’s obligations in connection therewith Transfer Agent and Registrar hereunder; and (dD) the Legal Defeasance provisions of this Indenture. In additionSection 12.5. (b) Subject to Section 12.5(c), the Company may, Transferor at its option and at any time, elect may use Collections to have purchase Permitted Investments rather than additional Receivables for transfer to the obligations of Trust until such time as no Receivables remain in the Company released with respect Trust. (c) The following shall be the conditions to covenants provided with respect to such series of Securities Defeasance under Section 2.01(15), 9.01(4) and 9.01(7) of this Indenture (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to such series of Securities. In the event of Covenant Defeasance, those events described under Section 6.01(a) with respect to the foregoing covenants will no longer constitute an Event of Default with respect to such series of Securities. In order to exercise either Legal Defeasance or Covenant Defeasance: 12.5(a): (1) the Company must Transferor irrevocably deposit shall have deposited or caused to be deposited with the Trustee, under the terms of an irrevocable trust agreement in trustform and substance satisfactory to the Trustee, as trust funds in trust for making the benefit of the Holders of such series, payments described below: (A) moneys Dollars in an amount, or (B) noncallable Governmental Obligations Permitted Investments which through the scheduled payment of principal of and interest on which in accordance with their terms respect thereof will provide, not later than the due date of any paymentpayment thereon, money in an amount, or (C) a combination thereof, sufficient, in the each case of (B) or (C), in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, sufficient to pay and discharge, at maturity and, which shall be applied by the Trustee to pay and discharge, all remaining scheduled interest and principal payments on all outstanding Investor Certificates of the Trust or upon redemption, the principal of (and premium, if any) and interest on such series of Securities any specified Series thereof on the stated date dates scheduled for payment thereof or on such payments in this Agreement and the applicable redemption date, as Supplements and all amounts owed to the case may be; Credit Enhancement Provider for any Series if so provided in the related Supplements or agreements with such Credit Enhancement Provider; (2) in the case prior to each exercise of Legal Defeasanceits right to substitute money or Permitted Investments for Receivables, the Company Transferor shall have delivered deliver to the Trustee a Tax Opinion with respect to such substitution and an Opinion of Counsel confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, that the Holders of such series of Securities Trust will not recognize incomebe required to register as an "investment company" within the meaning of the Investment Company Act of 1940, gain or loss for federal income tax purposes as a result of such Legal Defeasance amended; and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case such deposit and termination of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that the Holders of such series of Securities obligations will not recognize income, gain or loss result in a Pay Out Event for federal income tax purposes as a result any Series. [End of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or insofar as Events of Default under clauses (4) and (5) of Section 6.01(a) with respect to the Securities of such series are concerned, at any time in the period ending on the 91st day after the date of deposit; (5) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with; and (6) if such series of Securities are to be redeemed prior to final maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made.Article XII] 104

Defeasance. The Company may, at its option and at any time (including notwithstanding the exercise by the Company of a Covenant Defeasance (as defined herein)), elect to have may terminate all its obligations discharged with respect to a series of under the Securities Indenture and the Notes (“Legal Defeasance”"legal defeasance"). Such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such series of Securities, except for (a) certain obligations, including obligations: . relating to the rights defeasance trust; . to register the transfer or exchange of Holders the Notes; . to receive payments replace mutilated, destroyed, lost or stolen Notes; and . to maintain a registrar and paying agent in respect of the principal Notes. The Company at any time may terminate its obligations under: . the covenants described under "--Certain Covenants"; . the operation of the cross acceleration provision, the bankruptcy provisions with respect to Significant Subsidiaries and the judgment default provision; . clauses (3), (4) and premium(5) set forth in the first paragraph under "--Merger, Consolidation and Certain Sales of Assets" ("covenant defeasance"). In the event that the Company exercises its legal defeasance option or its covenant defeasance option, each Subsidiary Guarantor will be released from all of its obligations with respect to its Subsidiary Guarantee. The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the Company exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in clause (4), (6), (7) (with respect only to Significant Subsidiaries), (8) (with respect only to Significant Subsidiaries) and (9) under "--Defaults" or because of the failure of the Company to comply with clause (3), (4) and (5) set forth in the first paragraph under "--Merger, Consolidation and Certain Sales of Assets". In order to exercise either defeasance option, the Company must irrevocably deposit in trust (the "defeasance trust") with the Trustee money or U.S. Government Obligations for the payment of principal, premium (if any) and interest on the Securities when such payments are due solely from the trust fund described in this Section, (b) the Company’s obligations with respect Notes to such series of Securities concerning issuing temporary Securities, registration of transfer redemption or exchange of such series of Securities, mutilated, destroyed, lost or stolen Securities of such series and the maintenance of an office or agency for payments, (c) the rights, powers, trust, duties and immunities of the Trustee and the Company’s obligations in connection therewith and (d) the Legal Defeasance provisions of this Indenture. In addition, the Company may, at its option and at any time, elect to have the obligations of the Company released with respect to covenants provided with respect to such series of Securities under Section 2.01(15), 9.01(4) and 9.01(7) of this Indenture (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to such series of Securities. In the event of Covenant Defeasance, those events described under Section 6.01(a) with respect to the foregoing covenants will no longer constitute an Event of Default with respect to such series of Securities. In order to exercise either Legal Defeasance or Covenant Defeasance: (1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of such series, (A) moneys in an amount, or (B) noncallable Governmental Obligations the scheduled principal of and interest on which in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the case of (B) or (C), in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, at maturity or upon redemption, the principal of (and premium, if any) and interest on such series of Securities on the stated date for payment thereof or on the applicable redemption datematurity, as the case may be; (2) in the case of Legal Defeasance, the Company shall have delivered and must comply with certain other conditions, including delivery to the Trustee of an Opinion of Counsel confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion that holders of Counsel shall confirm that, the Holders of such series of Securities Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance deposit and defeasance and will be subject to federal income tax on the same amounts, amounts and in the same manner and at the same times as would have been the case if such Legal Defeasance deposit and defeasance had not occurred; occurred (3) and, in the case of Covenant Defeasancelegal defeasance only, the Company shall have delivered to the Trustee an such Opinion of Counsel confirming that must be based on a ruling of the Holders of such series of Securities will not recognize income, gain Internal Revenue Service or loss for other change in applicable federal income tax purposes as a result of such Covenant Defeasance law). Satisfaction and Discharge The Indenture will be discharged and will cease to be subject of further effect, except as to federal income tax on surviving rights of registration of transfer or exchange of the same amounts, Notes as expressly provided for in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or insofar as Events of Default under clauses (4) and (5) of Section 6.01(a) with respect to the Securities of such series are concerned, at any time in the period ending on the 91st day after the date of deposit; (5) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant DefeasanceIndenture, as to all outstanding Notes under the case may be, have been complied with; and (6) if such series of Securities are to be redeemed prior to final maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made.when

Defeasance. The Company may, at Upon the Company’s or the Guarantors’ exercise of its option to have this Section 7.01(a) applied to the Securities, and at any time (including notwithstanding the exercise by Guarantees thereof, each of the Company of a Covenant Defeasance (as defined herein)), elect and the Guarantors shall be deemed to have its been discharged from their obligations discharged with respect to a series of the Securities and Guarantees as provided in this Section 7.01(a) on and after the date the conditions set forth in Section 7.01(c) are satisfied (hereinafter called “Legal Defeasance”). Such Legal For this purpose, such Defeasance means that each of the Company and the Guarantors shall be deemed to have paid and discharged the entire indebtedness represented by such series the Securities and Guarantees and to have satisfied all its other obligations under the Securities and Guarantees and this Indenture insofar as the Securities and Guarantees are concerned (and the Trustee, at the expense of Securitiesthe Company or the Guarantors, except for as the case may be, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (a1) the rights of Holders of such Securities to receive receive, solely from the trust fund described in Section 7.01(c) and as more fully set forth in Section 12.06 of the Base Indenture, payments in respect of the principal of (and premium, if any) , and interest on the Securities when such payments are due solely from the trust fund described in this Sectiondue, (b2) the Company’s obligations with respect to such series of the Securities concerning issuing temporary Securities, registration of transfer or exchange of such series of Securities, mutilated, destroyed, lost or stolen Securities of such series and the maintenance Guarantors’ obligations with respect to such Guarantees under Sections 3.04, 3.05, 3.06, 3.07 and 6.03 of an office or agency for paymentsthe Base Indenture, (c3) the rights, powers, trusttrusts, duties and immunities of the Trustee and the Company’s obligations in connection therewith hereunder and (d4) this Article VII. Subject to compliance with Article XII of the Legal Defeasance provisions of this Base Indenture. In addition, the Company may, at its option and at any time, elect to have or the obligations of the Company released with respect to covenants provided with respect to such series of Securities under Section 2.01(15), 9.01(4) and 9.01(7) of this Indenture (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to such series of Securities. In the event of Covenant Defeasance, those events described under Section 6.01(a) with respect to the foregoing covenants will no longer constitute an Event of Default with respect to such series of Securities. In order to Guarantors may exercise either Legal Defeasance or Covenant Defeasance: (1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of such series, (A) moneys in an amount, or (B) noncallable Governmental Obligations the scheduled principal of and interest on which in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the case of (B) or (C), in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, at maturity or upon redemption, the principal of (and premiumoption, if any, to have this Section 7.01(a) and interest on such series of Securities on the stated date for payment thereof or on the applicable redemption date, as the case may be; (2) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of such series of Securities will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that the Holders of such series of Securities 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 same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or insofar as Events of Default under clauses (4) and (5) of Section 6.01(a) with respect applied to the Securities and the Guarantees thereof notwithstanding the prior exercise of its option, if any, to have Section 7.01(b) applied to such series are concerned, at any time in the period ending on the 91st day after the date of deposit; (5) the Company shall have delivered to the Trustee an Officers’ Certificate Securities and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with; and (6) if such series of Securities are to be redeemed prior to final maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been madeGuarantees.

Defeasance. The Company may, at its option and at any time (including notwithstanding the exercise by the Company of a Covenant Defeasance (as defined herein)), elect to have its obligations discharged with respect to a series of the Securities (“Legal Defeasance”). Such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such series of Securities, except for (a) the rights of Holders to receive payments in respect of the principal of (and premium, if any) and interest on the Securities when such payments are due solely from the trust fund described in this Section, (b) the Company’s obligations with respect to such series of Securities concerning issuing temporary Securities, registration of transfer or exchange of such series of Securities, mutilated, destroyed, lost or stolen Securities of such series and the maintenance of an office or agency for payments, (c) the rights, powers, trust, duties and immunities of the Trustee and the Company’s obligations in connection therewith and (d) the Legal Defeasance provisions of this Indenture. In addition, the Company may, at its option and at any time, elect to have the obligations of the Company released with respect to covenants provided with respect to such series of Securities under Section 2.01(152.01(16), 9.01(4) and 9.01(7) of this Indenture (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to such series of Securities. In the event of Covenant Defeasance, those events described under Section 6.01(a) with respect to the foregoing covenants will no longer constitute an Event of Default with respect to such series of Securities. In order to exercise either Legal Defeasance or Covenant Defeasance: (1) the Company must (A) irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of such series, (Ai) moneys in an amount, or (Bii) noncallable Governmental Obligations the scheduled principal of and interest on which in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (Ciii) a combination thereof, or (B) if such Securities are payable otherwise than in cash pursuant to Section 2.01(a)(19), make other arrangements satisfactory to the Trustee for the payment in property other than cash, sufficient, in the case of (BA)(ii) or (CA)(iii) or (B), in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, at maturity or upon redemption, the principal of (and premium, if any) and interest on such series of Securities on the stated date for payment thereof or on the applicable redemption date, as the case may be; (2) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of such series of Securities will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that the Holders of such series of Securities 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 same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or insofar as Events of Default under clauses (4) and (5) of Section 6.01(a) with respect to the Securities of such series are concerned, at any time in the period ending on the 91st day after the date of deposit; (5) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with; and (6) if such series of Securities are to be redeemed prior to final maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made.

Defeasance. The Company may, at its option and at any time (including notwithstanding the exercise by the Company of a Covenant Defeasance (as defined herein)), elect to have its obligations discharged with respect to a series of the Securities (“Legal Defeasance”). Such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such series of Securities, except for (a) the rights of Holders holders to receive payments in respect of the principal of (and premium, if any) and interest on the Securities when such payments are due solely from the trust fund described in this Section, (b) the Company’s obligations with respect to such series of Securities concerning issuing temporary Securities, registration of transfer or exchange of such series of Securities, mutilated, destroyed, lost or stolen Securities of such series and the maintenance of an office or agency for payments, (c) the rights, powers, trust, duties and immunities of the Trustee and the Company’s obligations in connection therewith and (d) the Legal Defeasance provisions of this Indenture. In addition, the Company may, at its option and at any time, elect to have the obligations of the Company released with respect to covenants provided with respect to such series of Securities under Section 2.01(15), 9.01(4) and 9.01(7) of this Indenture (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to such series of Securities. In the event of Covenant Defeasance, those events described under Section 6.01(a) with respect to the foregoing covenants will no longer constitute an Event of Default with respect to such series of Securities. In order to exercise either Legal Defeasance or Covenant Defeasance: (1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders holders of such series, (A) moneys in an amount, or (B) noncallable Governmental Obligations the scheduled principal of and interest on which in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the case of (B) or (C), in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, at maturity or upon redemption, the principal of (and premium, if any) and interest on such series of Securities on the stated date for payment thereof or on the applicable redemption date, as the case may be; (2) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders holders of such series of Securities will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that the Holders holders of such series of Securities 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 same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) 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 insofar as Events of Default under clauses (4) and (5) of Section 6.01(a) with respect to the Securities of such series are concerned, at any time in the period ending on the 91st day after the date of deposit; (5) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with; and (6) if such series of Securities are to be redeemed prior to final maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made.

Defeasance. Notwithstanding anything to the contrary in this Agreement or any Supplement: (a) The Company may, Transferor may at its option and at any time (including notwithstanding the exercise by the Company of a Covenant Defeasance (as defined herein)), elect to have be discharged from its obligations discharged hereunder with respect to any Series or all outstanding Series (the "Defeased Series") on the date the applicable conditions set forth in subsection 12.04(c) are satisfied (a series of the Securities (“Legal "Defeasance”"). Such Legal Defeasance means ; provided, however, that the Company following rights, obligations, powers, duties and immunities shall be deemed survive with respect to have paid and the Defeased Series until otherwise terminated or discharged the entire indebtedness represented by such series of Securities, except for hereunder: (ai) the rights of the Holders to receive payments in respect of Investor Certificates of the principal of (and premiumDefeased Series to receive, if any) and interest on the Securities when such payments are due solely from the trust fund described provided for in this Sectionsubsection 12.04(c), payments in respect of principal of and interest on such Investor Certificates when such payments are due; (bii) the Company’s Transferors' obligations with respect to such series of Securities concerning issuing temporary Securities, registration of transfer or exchange of such series of Securities, mutilated, destroyed, lost or stolen Securities of such series Certificates under Sections 6.04 and the maintenance of an office or agency for payments, 6.05; (ciii) the rights, powers, trusttrusts, duties duties, and immunities of the Trustee Trustee, the Paying Agent and the Company’s obligations in connection therewith Registrar hereunder; and (div) this Section 12.04. (b) Subject to subsection 12.04(c), the Transferors at their option may cause Collections allocated to the Defeased Series and available to purchase additional Receivables to be applied to purchase Eligible Investments rather than additional Receivables. (c) The following shall be the conditions to Defeasance under subsection 12.04(a): (i) the Legal Defeasance provisions of this Indenture. In addition, Transferors irrevocably shall have deposited or caused to be deposited with the Company may, at its option and at Trustee (such deposit to be made from other than the Transferors' or any time, elect to have the obligations Affiliate of the Company released with respect to covenants provided with respect to such series of Securities under Section 2.01(15Transferors' funds), 9.01(4) under the terms of an irrevocable trust agreement in form and 9.01(7) of this Indenture (“Covenant Defeasance”) and thereafter any omission substance satisfactory to comply with such obligations shall not constitute a Default or Event of Default with respect to such series of Securities. In the event of Covenant Defeasance, those events described under Section 6.01(a) with respect to the foregoing covenants will no longer constitute an Event of Default with respect to such series of Securities. In order to exercise either Legal Defeasance or Covenant Defeasance: (1) the Company must irrevocably deposit with the Trustee, as trust funds in trust, trust for making the benefit of the Holders of such seriespayments described below, (A) moneys Dollars in an amount, or (B) noncallable Governmental Obligations Eligible Investments which through the scheduled payment of principal of and interest on which in accordance with their terms respect thereof will provide, not later than the due date of any paymentpayment thereon, money in an amount, or (C) a combination thereof, sufficient, in the each case sufficient to pay and discharge (without relying on income or gain from reinvestment of (B) or (Csuch amount), in and which shall be applied by the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, Trustee to pay and discharge, at maturity or upon redemption, all remaining scheduled interest and principal payments on all outstanding Investor Certificates of the principal of (and premium, if any) and interest on such series of Securities Defeased Series on the stated date dates scheduled for payment thereof or on such payments in this Agreement and the applicable redemption date, as Supplements and all amounts owing to the case may beSeries Enhancers with respect to the Defeased Series; (2ii) a statement from a firm of nationally recognized independent public accountants (who may also render other services to the Transferors) to the effect that such deposit is sufficient to pay the amounts specified in clause (i) above; (iii) prior to its first exercise of its right pursuant to this Section 12.04 with respect to a Defeased Series to substitute money or Eligible Investments for Receivables, if any Series of Investor Certificates are outstanding that were characterized as debt at the case time of Legal Defeasancetheir issuance, the Company Transferor shall have delivered to the Trustee a Tax Opinion with respect to such deposit and termination of obligations, and (in any case) an Opinion of Counsel confirming to the effect that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of such series of Securities will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that the Holders of such series of Securities 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 same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or insofar as Events and termination of Default under clauses (4) and (5) of Section 6.01(a) with respect to the Securities of such series are concerned, at any time in the period ending on the 91st day after the date of deposit; (5) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with; and (6) if such series of Securities are to be redeemed prior to final maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made.obligations will

Defeasance. The Company Issuers may, at its their option and at any time (including notwithstanding the exercise by the Company Issuers of a Covenant Defeasance (as defined herein)), elect to have its any and all their obligations discharged (and have the Guarantors be discharged from) with respect to a series of the Securities (“Legal Defeasance”). Such Legal Defeasance means that the Company Issuers shall be deemed to have paid and discharged the entire indebtedness represented by such series of Securities, except for (a) the rights of Holders holders to receive payments in respect of the principal of (and premium, if any) and interest on the Securities when such payments are due solely from the trust fund described in this Section, (b) the Company’s Issuers’ obligation, if any, to pay additional amounts in respect of certain taxes imposed on non-U.S. holders of Securities of such series, (c) the Issuers’ obligations with respect to such series of Securities concerning issuing temporary Securities, registration of transfer or exchange of such series of Securities, mutilated, destroyed, lost or stolen Securities of such series and the maintenance of an office or agency for payments, (cd) the rights, powers, trust, duties and immunities of the Trustee and the Company’s Issuers’ obligations in connection therewith and (de) the Legal Defeasance provisions of this Indenture. In addition, the Company Issuers may, at its their option and at any time, elect to have any and all their obligations released and to have the Guarantors obligations of the Company be released with respect to covenants provided with respect to such series of Securities under Section 2.01(15), 9.01(4) 4.06, 4.07, 4.08 and 9.01(7) 4.09 of this Indenture (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to such series of Securities. In the event of Covenant Defeasance, those events described under Section 6.01(a) with respect to the foregoing covenants will no longer constitute an Event of Default with respect to such series of Securities. In order to exercise either Legal Defeasance or Covenant Defeasance: (1) the Company Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders holders of such series, (A) moneys cash in U.S. dollars in an amount, or (B) noncallable Governmental Obligations the scheduled principal of and interest on which in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the case of (B) or (C), ) in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, at maturity or upon redemption, the principal of (and premium, if any) and interest on such series of Securities on the stated date for payment thereof or on the applicable redemption date, as the case may be; (2) in the case of Legal Defeasance, the Company Issuers shall have delivered to the Trustee an Opinion of Counsel confirming that (A) the Company has Issuers have received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders holders of such series of Securities will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Company Issuers shall have delivered to the Trustee an Opinion of Counsel confirming that the Holders holders of such series of Securities 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 same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) 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 insofar as Events of Default under clauses (4) and (5) of Section 6.01(a) with respect to the Securities of such series are concerned, at any time in the period ending on the 91st day after the date of deposit; (5) the Company Issuers shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with; and (6) if such series of Securities are is to be redeemed prior to final maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made.

Defeasance. The Company may, at its option If and at any time (including notwithstanding the exercise by the Company of a Covenant Defeasance (as defined herein)), elect to have its obligations discharged with respect to a series of the Securities (“Legal Defeasance”). Such Legal Defeasance means that the Company when all Outstanding Certificates shall be deemed to have paid and discharged the entire indebtedness represented by such series of Securitiesand all other amounts due and owing hereunder have been paid (as set forth below) then, except notwithstanding that any Certificates shall not have been surrendered for (a) the rights of Holders to receive payments in respect payment, all obligations of the principal of (and premiumAuthority, if any) and interest on the Securities when such payments are due solely from the trust fund described in this Section, (b) the Company’s obligations with respect to such series of Securities concerning issuing temporary Securities, registration of transfer or exchange of such series of Securities, mutilated, destroyed, lost or stolen Securities of such series and the maintenance of an office or agency for payments, (c) the rights, powers, trust, duties and immunities of the Trustee and the Company’s obligations in connection therewith and (d) the Legal Defeasance provisions of this Indenture. In addition, the Company may, at its option and at any time, elect to have the obligations of the Company released City with respect to covenants provided all Outstanding Certificates shall cease and terminate, except only the obligation of the City to pay or cause to be paid, from Lease Payments paid by or on behalf of the City from funds deposited pursuant to paragraph (b) of this Section 14.01, to the Owners of the Certificates not so surrendered and paid all sums due with respect thereto, and in the event of deposits pursuant to paragraph (b), the Certificates shall continue to represent direct and fractional interests of the Owners thereof in Lease Payments under the Lease Agreement. Such payment and discharge may be accomplished in either of the following ways: (a) by well and truly paying or causing to be paid the principal, and interest with respect to such series all Certificates Outstanding, as and when the same become due and payable; or (b) by irrevocably depositing with the Trustee or an escrow holder security for the payment of Securities under Lease Payments as more particularly described in Section 2.01(15)11.1 of the Lease Agreement, 9.01(4to be applied to pay the Lease Payments as the same become due and payable and prepay the Lease Payments in full on any prepayment date, pursuant to Section 11.1 of the Lease Agreement. Any funds held by the Trustee, at the time of one of the events described in paragraphs (a) and 9.01(7or (b) of this Indenture (“Covenant Defeasance”) Section 14.01, which are not required for the payment to be made to Owners, shall, after payment of all fees and thereafter any omission to comply with such obligations shall not constitute a Default or Event expenses of Default with respect to such series of Securities. In the event of Covenant Defeasance, those events described under Section 6.01(a) with respect to the foregoing covenants will no longer constitute an Event of Default with respect to such series of Securities. In order to exercise either Legal Defeasance or Covenant Defeasance: (1) the Company must irrevocably deposit with the Trustee, in trustincluding attorneys fees (including allocated costs of internal counsel), for be paid over to the benefit City. To accomplish defeasance, the City shall cause to be delivered (i) a report of an independent firm of nationally recognized certified public accountants (“Accountant”) verifying the sufficiency of the Holders of such seriesescrow established to pay the Certificates in full on the maturity or redemption date (“Verification”), (Aii) moneys in an amountescrow deposit agreement, or and (Biii) noncallable Governmental Obligations the scheduled principal of and interest on which in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the case of (B) or (C), in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered bond counsel to the Trustee, to pay and discharge, at maturity or upon redemption, the principal of (and premium, if any) and interest on such series of Securities on the stated date for payment thereof or on the applicable redemption date, as the case may be; (2) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel confirming effect that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or Certificates are no longer Outstanding and (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of such series of Securities defeasance will not recognize income, gain or loss adversely affect the exclusion from gross income for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that the Holders of such series of Securities 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 same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or insofar as Events of Default under clauses (4) and (5) of Section 6.01(a) interest with respect to the Securities of such series are concerned, at any time Certificates; each Verification and defeasance opinion shall be acceptable in the period ending on the 91st day after the date of deposit; (5) the Company shall have delivered form and substance to the Trustee an Officers’ Certificate City, and an Opinion of Counseladdressed, each stating that all conditions precedent provided for or relating to the Legal Defeasance City and the Trustee. Certificates shall be deemed Outstanding under this Trust Agreement unless and until they are in fact paid and retired or the Covenant Defeasance, as the case may be, have been complied with; and (6) if such series of Securities above criteria are to be redeemed prior to final maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been mademet.

Defeasance. Notwithstanding anything to the contrary in this Agreement or any Supplement: (a) The Company may, Transferor may at its option and at any time (including notwithstanding the exercise by the Company of a Covenant Defeasance (as defined herein)), elect to have be discharged from its obligations discharged with respect to a series all of the Securities Investor Certificates issued by the Trust or any specified Series thereof on the date the applicable conditions set forth in Section 12.5(c) are satisfied (“Legal "Defeasance”"). Such Legal Defeasance means ; provided however, that the Company following rights, obligations, powers, duties and immunities shall be deemed to have paid and survive until otherwise terminated or discharged the entire indebtedness represented by such series of Securities, except for hereunder: (aA) the rights of Holders to receive payments in respect of Investor Certificates of the principal of (and premiumTrust or any specified Series thereof to receive, if any) and interest on the Securities when such payments are due solely from the trust fund described provided for in this SectionSection 12.5(c), payments in respect of principal of and interest on such Investor Certificates when such payments are due; (bB) the Company’s Transferor's obligations with respect to such series Series of Securities concerning issuing temporary SecuritiesCertificates under Sections 6.3, registration of transfer or exchange of such series of Securities, mutilated, destroyed, lost or stolen Securities of such series 6.4 and the maintenance of an office or agency for payments, 12.3; (cC) the rights, powers, trusttrusts, duties and immunities of the Trustee Trustee, the Paying Agent and the Company’s obligations in connection therewith Transfer Agent and Registrar hereunder; and (dD) the Legal Defeasance provisions of this Indenture. In additionSection 12.5. (b) Subject to Section 12.5(c), the Company may, Transferor at its option and at any time, elect may use Collections to have purchase Permitted Investments rather than additional Receivables for transfer to the obligations of Trust until such time as no Receivables remain in the Company released with respect Trust. (c) The following shall be the conditions to covenants provided with respect to such series of Securities Defeasance under Section 2.01(15), 9.01(4) and 9.01(7) of this Indenture (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to such series of Securities. In the event of Covenant Defeasance, those events described under Section 6.01(a) with respect to the foregoing covenants will no longer constitute an Event of Default with respect to such series of Securities. In order to exercise either Legal Defeasance or Covenant Defeasance: 12.5(a): (1) the Company must Transferor irrevocably deposit shall have deposited or caused to be deposited with the Trustee, under the terms of an irrevocable trust agreement in trustform and substance satisfactory to the Trustee, as trust funds in trust for making the benefit of the Holders of such series, payments described below: (A) moneys Dollars in an amount, or (B) noncallable Governmental Obligations Permitted Investments which through the scheduled payment of principal of and interest on which in accordance with their terms respect thereof will provide, not later than the due date of any paymentpayment thereon, money in an amount, or (C) a combination thereof, sufficient, in the each case of (B) or (C), in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, sufficient to pay and discharge, at maturity and, which shall be applied by the Trustee to pay and discharge, all remaining scheduled interest and principal payments on all outstanding Investor Certificates of the Trust or upon redemption, the principal of (and premium, if any) and interest on such series of Securities any specified Series thereof on the stated date dates scheduled for payment thereof or on such payments in this Agreement and the applicable redemption date, as Supplements and all amounts owed to the case may be; Credit Enhancement Provider for any Series if so provided in the related Supplements or agreements with such Credit Enhancement Provider; (2) in the case prior to each exercise of Legal Defeasanceits right to substitute money or Permitted Investments for Receivables, the Company Transferor shall have delivered deliver to the Trustee a Tax Opinion with respect to such substitution and an Opinion of Counsel confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, that the Holders of such series of Securities Trust will not recognize incomebe required to register as an "investment company" within the meaning of the Investment Company Act of 1940, gain or loss for federal income tax purposes as a result of such Legal Defeasance amended; and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case such deposit and termination of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that the Holders of such series of Securities obligations will not recognize income, gain or loss result in a Pay Out Event for federal income tax purposes as a result any Series. [End of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or insofar as Events of Default under clauses (4) and (5) of Section 6.01(a) with respect to the Securities of such series are concerned, at any time in the period ending on the 91st day after the date of deposit; (5) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with; and (6) if such series of Securities are to be redeemed prior to final maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made.Article XII]

Defeasance. Notwithstanding anything to the contrary in this Agreement or any Supplement: (a) The Company may, Transferor may at its option and at any time (including notwithstanding the exercise by the Company of a Covenant Defeasance (as defined herein)), elect to have be discharged from its obligations discharged hereunder with respect to a series of any Series or all outstanding Series (the Securities "Defeased Series") on the date the applicable conditions set forth in subsection 12.4(c) are satisfied (“Legal "Defeasance”"). Such Legal Defeasance means ; provided, however, that the Company following rights, obligations, powers, duties and immunities shall be deemed survive with respect to have paid and the Defeased Series until otherwise terminated or discharged the entire indebtedness represented by such series of Securities, except for hereunder: (ai) the rights of Holders to receive payments in respect of Investor Certificates of the principal of (and premiumDefeased Series to receive, if any) and interest on the Securities when such payments are due solely from the trust fund described provided for in this Sectionsubsection 12.4(c), payments in respect of principal of and interest on such Investor Certificates when such payments are due; (bii) the Company’s Transferor's obligations with respect to such series of Securities concerning issuing temporary Securities, registration of transfer or exchange of such series of Securities, mutilated, destroyed, lost or stolen Securities of such series Certificates under Sections 6.4 and the maintenance of an office or agency for payments, 6.5; (ciii) the rights, powers, trusttrusts, duties and immunities of the Trustee Trustee, the Paying Agent and the Company’s obligations in connection therewith Transfer Agent and Registrar hereunder; and (div) the Legal Defeasance provisions of this Indenture. In additionSection 12.4 (b) Subject to subsection 12.4(c), the Company may, Transferor at its option and at any time, elect to have the obligations of the Company released with respect to covenants provided with respect to such series of Securities under Section 2.01(15), 9.01(4) and 9.01(7) of this Indenture (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to such series of Securities. In the event of Covenant Defeasance, those events described under Section 6.01(a) with respect may cause Collections allocated to the foregoing covenants will no longer constitute an Event of Default with respect Defeased Series and available to such series of Securities. In order purchase additional Receivables to exercise either Legal Defeasance or Covenant Defeasance:be applied to purchase Eligible Investments rather than additional Receivables. (1c) The following shall be the conditions to Defeasance under subsection 12.4(a): (i) the Company must Transferor irrevocably deposit shall have deposited or caused to be deposited with the Trustee, under the terms of an irrevocable trust agreement in trustform and substance satisfactory to the Trustee, as trust funds in trust for making the benefit of the Holders of such seriespayments described below, (A) moneys dollars in an amount, or (B) noncallable Governmental Obligations Eligible Investments which through the scheduled payment of principal of and interest on which in accordance with their terms respect thereof will provide, not later than the due date of any paymentpayment thereon, money in an amount, or (C) a combination thereof, sufficient, in the each case of (B) or (C), in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, sufficient to pay and discharge, at maturity or upon redemptionand, which shall be applied by the Trustee to pay and discharge, all remaining scheduled interest and principal payments on all outstanding Investor Certificates of (the Defeased Series on the dates scheduled for such payments in this Agreement and premiumthe applicable Supplements and all amounts owing to the Enhancement Providers, if any, with respect to the Defeased Series; (ii) and interest on such series prior to any exercise of Securities on the stated date its right pursuant to this Section 12.4 with respect to a Defeased Series to substitute money or Eligible Investments for payment thereof or on the applicable redemption date, as the case may be; (2) in the case of Legal DefeasanceReceivables, the Company Transferor shall have delivered to the Trustee a Tax Opinion with respect to such deposit and termination of obligations and an Opinion of Counsel confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, that such deposit and based thereon such Opinion termination of Counsel shall confirm that, the Holders of such series of Securities obligations will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at Trust being required to register as an "investment company" within the same times as would have been meaning of the case if such Legal Defeasance had not occurred; Investment Company Act; (3iii) in the case of Covenant Defeasance, the Company Transferor shall have delivered to the Trustee and each Enhancement Provider, if any, entitled thereto pursuant to the relevant Supplement an Opinion Officer's Certificate of Counsel confirming the Transferor stating that the Holders Transferor reasonably believes that such deposit and termination of obligations will not, based on the facts known to such officer at the time of such series certification, then cause an Early Amortization Event or any event that, with the giving of Securities will not recognize incomenotice or the lapse of time, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject would constitute an Early Amortization Event to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or insofar as Events of Default under clauses (4) and (5) of Section 6.01(a) occur with respect to the Securities of such series are concerned, at any time in the period ending on the 91st day after the date of deposit; Series; and (5iv) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have Rating Agency Condition has been complied with; and (6) if such series of Securities are to be redeemed prior to final maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been madesatisfied.

Defeasance. Notwithstanding anything to the contrary in this Agreement or any Supplement: (a) The Company may, Transferor may at its option and at any time (including notwithstanding the exercise by the Company of a Covenant Defeasance (as defined herein)), elect to have be discharged from its obligations discharged with respect to a series all of the Securities Investor Certificates issued by the Trust or any specified Series thereof on the date the applicable conditions set forth in Section 12.5(c) are satisfied (“Legal "Defeasance”"). Such Legal Defeasance means ; provided, however, that the Company following rights, obligations, powers, duties and immunities shall be deemed to have paid and survive until otherwise terminated or discharged the entire indebtedness represented by such series of Securities, except for hereunder: (aA) the rights of Holders to receive payments in respect of Investor Certificates of the principal of (and premiumTrust or any specified Series thereof to receive, if any) and interest on the Securities when such payments are due solely from the trust fund described provided for in this SectionSection 12.5(c), payments in respect of principal of and interest on such Investor Certificates when such payments are due; (bB) the Company’s Transferor's obligations with respect to such series Series of Securities concerning issuing temporary SecuritiesCertificates under Sections 6.3, registration of transfer or exchange of such series of Securities, mutilated, destroyed, lost or stolen Securities of such series 6.4 and the maintenance of an office or agency for payments, 12.3; (cC) the rights, powers, trusttrusts, duties and immunities of the Trustee Trustee, the Paying Agent and the Company’s obligations in connection therewith Transfer Agent and Registrar hereunder; and (dD) the Legal Defeasance provisions of this Indenture. In additionSection 12.5. (b) Subject to Section 12.5(c), the Company may, Transferor at its option and at any time, elect may use Collections to have purchase Permitted Investments rather than additional Receivables for transfer to the obligations of Trust until such time as no Receivables remain in the Company released with respect Trust. (c) The following shall be the conditions to covenants provided with respect to such series of Securities Defeasance under Section 2.01(15), 9.01(4) and 9.01(7) of this Indenture (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to such series of Securities. In the event of Covenant Defeasance, those events described under Section 6.01(a) with respect to the foregoing covenants will no longer constitute an Event of Default with respect to such series of Securities. In order to exercise either Legal Defeasance or Covenant Defeasance: 12.5(a): (1) the Company must Transferor irrevocably deposit shall have deposited or caused to be deposited with the Trustee, under the terms of an irrevocable trust agreement in trustform and substance satisfactory to the Trustee, as trust funds in trust for making the benefit of the Holders of such series, payments described below: (A) moneys Dollars in an amount, or (B) noncallable Governmental Obligations Permitted Investments which through the scheduled payment of principal of and interest on which in accordance with their terms respect thereof will provide, not later than the due date of any paymentpayment thereon, money in an amount, or (C) a combination thereof, sufficient, in the each case of (B) or (C), in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, sufficient to pay and discharge, at maturity and, which shall be applied by the Trustee to pay and discharge, all remaining scheduled interest and principal payments on all outstanding Investor Certificates of the Trust or upon redemption, the principal of (and premium, if any) and interest on such series of Securities any specified Series thereof on the stated date dates scheduled for payment thereof or on such payments in this Agreement and the applicable redemption date, as Supplements and all amounts owed to the case may be; Credit Enhancement Provider for any Series if so provided in the related Supplements or agreements with such Credit Enhancement Provider; (2) in the case prior to each exercise of Legal Defeasanceits right to substitute money or Permitted Investments for Receivables, the Company Transferor shall have delivered deliver to the Trustee a Tax Opinion with respect to such substitution and an Opinion of Counsel confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, that the Holders of such series of Securities Trust will not recognize incomebe required to register as an -92- "investment company" within the meaning of the Investment Company Act of 1940, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; amended; (3) such deposit and termination of obligations will not result in a Pay Out Event for any Series and (4) the case of Covenant Defeasance, the Company Transferor shall have delivered deliver to the Trustee an Opinion of Counsel confirming that the Holders of such series of Securities 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 same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or insofar as Events of Default under clauses (4) and (5) of Section 6.01(a) with respect to the Securities of such series are concerned, at any time in the period ending on the 91st day after the date of deposit; (5) the Company shall have delivered to the Trustee an Officers’ Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or herein relating to the Legal contemplated Defeasance or the Covenant Defeasance, as the case may be, have been complied with; and (6) if such series of Securities are to be redeemed prior to final maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made.

Defeasance. Notwithstanding anything to the contrary in this Indenture or any Indenture Supplement: (a) The Company may, Issuer may at its option and at any time (including notwithstanding the exercise by the Company of a Covenant Defeasance (as defined herein)), elect to have be discharged from its obligations discharged hereunder with respect to any Series or all outstanding Series (each, a series of "DEFEASED SERIES") on the Securities date the applicable conditions set forth in subsection 11.01(c) are satisfied (“Legal Defeasance”a "DEFEASANCE"). Such Legal Defeasance means ; provided, however, that the Company following rights, obligations, powers, duties and immunities shall be deemed survive with respect to have paid and each Defeased Series until otherwise terminated or discharged the entire indebtedness represented by such series of Securities, except for hereunder: (ai) the rights of the Holders of Notes of the Defeased Series to receive payments in respect of the principal of (and premium, if any) and interest on the Securities such Notes when such payments are due solely from the trust fund described in this Section, due; (bii) the Company’s Issuer's obligations with respect to such series of Securities concerning issuing temporary Securities, registration of transfer or exchange of such series of Securities, mutilated, destroyed, lost or stolen Securities of such series Notes under Sections 2.05 and the maintenance of an office or agency for payments, 2.06; (ciii) the rights, powers, trusttrusts, duties duties, and immunities of the Indenture Trustee, the Paying Agent and the Transfer Agent and Registrar hereunder; and (iv) this Section 11.01 and Section 12.14. (b) Subject to Section 11.01(c), no Pool Collections shall be allocated to any Defeased Series. (c) The following shall be the conditions precedent to any Defeasance under Section 11.01(a): (i) the Issuer irrevocably shall have deposited or caused to be deposited with the Indenture Trustee, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Indenture Trustee and any Applicable Series Enhancer, as trust funds in trust for making the Company’s obligations in connection therewith and (d) the Legal Defeasance provisions of this Indenture. In addition, the Company may, at its option and at any time, elect to have the obligations of the Company released with respect to covenants provided with respect to such series of Securities under Section 2.01(15), 9.01(4) and 9.01(7) of this Indenture (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to such series of Securities. In the event of Covenant Defeasance, those events payments described under Section 6.01(a) with respect to the foregoing covenants will no longer constitute an Event of Default with respect to such series of Securities. In order to exercise either Legal Defeasance or Covenant Defeasance: (1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of such seriesbelow, (A) moneys Dollars in an amountamount equal to, or (B) noncallable Governmental Obligations Eligible Investments which through the scheduled payment of principal of and interest on which in accordance with their terms respect thereof will provide, not later than the due date of any paymentpayment thereon, money in an amountamount equal to, or (C) a combination thereof, sufficient, in the each case of (B) or (C), in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, sufficient to pay and discharge, at maturity or upon redemptionand which shall be applied by the Indenture Trustee to pay and discharge, the all remaining scheduled interest and principal payments on all Outstanding Notes of each Defeased Series and all other amounts owing in respect of such Defeased Series (and premium, if anyincluding all amounts owing under any related Enhancement Agreement to any Series Enhancer) and interest on such series of Securities on the stated date dates scheduled for payment thereof or on such payments in this Indenture and the applicable redemption date, as the case may beIndenture Supplements; (2ii) a statement from a firm of nationally recognized independent public accountants (who also may render other services to the Issuer) to the effect that such deposit is sufficient to pay the amounts specified in the case clause (i) above; (iii) prior to its first exercise of Legal Defeasanceits right pursuant to this Section 11.01 with respect to a Defeased Series to substitute money or Eligible Investments for Receivables, the Company Issuer shall have delivered to the Indenture Trustee an Opinion of Counsel confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, that such deposit and based thereon such Opinion termination of Counsel shall confirm that, the Holders of such series of Securities obligations will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at Issuer being required to register as an "investment company" within the same times as would have been meaning of the case if such Legal Defeasance had not occurredInvestment Company Act; (3iv) in the case of Covenant Defeasance, the Company Issuer shall have delivered to the Indenture Trustee and each Applicable Series Enhancer an Opinion Officer's Certificate of Counsel confirming the Issuer stating that the Holders Issuer reasonably believes that such deposit and termination of obligations will not, based on the facts known to such officer at the time of such series certification, then cause an Event of Securities will not recognize incomeDefault or Amortization Event with respect to any Series or any event that, gain with the giving of notice or loss for federal income tax purposes as a the lapse of time, would result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurredoccurrence of a Event of Default or Amortization Event with respect to any Series; (4v) no Default or Event of Default the Rating Agency Condition shall have occurred been satisfied and be continuing on the date Issuer shall have delivered copies of such deposit or insofar as Events of Default under clauses (4) and (5) of Section 6.01(a) with respect written notice to the Securities of such series are concernedServicer, at any time in the period ending on the 91st day after the date of deposit;Indenture Trustee and each Applicable Series Enhancer; and (5vi) the Company Issuer shall have delivered to the Indenture Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with; and (6) if such series of Securities are to be redeemed prior to final maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been madeApplicable Series Enhancer a Tax Opinion.

Defeasance. Notwithstanding anything to the contrary in this Agreement or any Supplement: (a) The Company may, Transferor may at its option and at any time (including notwithstanding the exercise by the Company of a Covenant Defeasance (as defined herein)), elect to have be discharged from its obligations discharged hereunder with respect to any Series or all outstanding Series (each a series of "Defeased Series") on the Securities date the applicable conditions set forth in Section 12.4(c) are satisfied (“Legal "Defeasance”"). Such Legal Defeasance means ; provided, however, that the Company following rights, obligations, powers, duties and immunities shall be deemed survive with respect to have paid and the Defeased Series until otherwise terminated or discharged the entire indebtedness represented by such series of Securities, except for hereunder: (ai) the rights of Holders to receive payments in respect of Investor Certificates of the principal of (and premiumDefeased Series to receive, if any) and interest on the Securities when such payments are due solely from the trust fund described provided for in this SectionSection 12.4(c), payments in respect of principal of and interest on such Investor Certificates when such payments are due; (bii) the Company’s Transferor's obligations with respect to such series of Securities concerning issuing temporary SecuritiesCertificates and with respect to the Trustee under Sections 6.4, registration of transfer or exchange of such series of Securities, mutilated, destroyed, lost or stolen Securities of such series 6.5 and the maintenance of an office or agency for payments, 7.4; (ciii) the rights, powers, trusttrusts, duties and immunities of the Trustee Trustee, the Paying Agent and the Company’s obligations in connection therewith Transfer Agent and Registrar hereunder; and (div) this Section 12.4. For purposes of allocating (x) Collections of Principal Receivables, Finance Charge Receivables and Recoveries and (y) the Legal Defeasance provisions of this Indenture. In additionaggregate Default Amount with respect to each Monthly Period, the Company maySeries Invested Amount of any Defeased Series shall be deemed to be reduced by the amount of Principal Collections allocated to such Series and applied to purchase Cash Equivalents and the Transferor Amount shall be deemed to have been correspondingly increased. (b) Subject to Section 12.4(c), the Transferor at its option may cause Collections allocated to the Defeased Series and at any time, elect available to have purchase additional Receivables to be applied to purchase Cash Equivalents rather than additional Receivables. (c) The following shall be the obligations of the Company released with respect conditions to covenants provided with respect to such series of Securities Defeasance under Section 2.01(15), 9.01(4) and 9.01(7) of this Indenture 12.4(a): (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to such series of Securities. In the event of Covenant Defeasance, those events described under Section 6.01(a) with respect to the foregoing covenants will no longer constitute an Event of Default with respect to such series of Securities. In order to exercise either Legal Defeasance or Covenant Defeasance: (1i) the Company must Transferor irrevocably deposit shall have deposited or caused to be deposited with the Trustee, under the terms of an irrevocable trust agreement in trustform and substance satisfactory to the Trustee, as trust funds in trust for making the benefit of the Holders of such seriespayments described below, (A) moneys dollars in an amount, or (B) noncallable Governmental Obligations Cash Equivalents which through the scheduled payment of principal of and interest on which in accordance with their terms respect thereof will provide, not later than the due date of any paymentpayment thereon, money in an amount, or (C) a combination thereof, sufficientin each case sufficient to pay and discharge, in the case of (B) or (C)and, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to which shall be applied by the Trustee, at the written direction of the Servicer, to pay and discharge, at maturity or upon redemption, all remaining scheduled interest and principal payments on all outstanding Investor Certificates of the principal of (Defeased Series on the dates sched- uled for such payments in this Agreement and premiumthe applicable Supplements and all amounts owing to the Enhancement Providers, if any, with respect to the Defeased Series; (ii) and interest on such series prior to any exercise of Securities on the stated date its right pursuant to this Section 12.4 with respect to a Defeased Series to substitute money or Cash Equivalents for payment thereof or on the applicable redemption date, as the case may be; (2) in the case of Legal DefeasanceReceivables, the Company Transferor shall have delivered to the Trustee a Tax Opinion with respect to such deposit and termination of obligations and an Opinion of Counsel confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, that such deposit and based thereon such Opinion termination of Counsel shall confirm that, the Holders of such series of Securities obligations will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at Trust being required to register as an "investment company" within the same times as would have been meaning of the case if such Legal Defeasance had not occurred; Investment Company Act; (3iii) in the case of Covenant Defeasance, the Company Transferor shall have delivered to the Trustee and each Enhancement Provider, if any, entitled thereto pursuant to the relevant Supplement an Opinion Officer's Certificate of Counsel confirming the Transferor stating that the Holders Transferor reasonably believes that such deposit and termination of obliga- tions will not, based on the facts known to such officer at the time of such series certification, then cause a Pay Out Event or any event that, with the giving of Securities will not recognize incomenotice or the lapse of time, gain or loss for federal income tax purposes as would constitute a result of such Covenant Defeasance and will be subject Pay Out Event to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or insofar as Events of Default under clauses (4) and (5) of Section 6.01(a) occur with respect to the Securities of such series are concerned, at any time in the period ending on the 91st day after the date of deposit; Series; and (5iv) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have Rating Agency Condition has been complied with; and (6) if such series of Securities are to be redeemed prior to final maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been madesatisfied.

Defeasance. The Company mayNotwithstanding anything to the contrary in this Indenture, at its option and at any time (including notwithstanding the exercise by the Company of a Covenant Defeasance (except as defined herein)), elect to have its obligations discharged otherwise specifically provided with respect to any Series in the related Indenture Supplement: (a) The Issuer may at the Issuer's option be discharged from its obligations hereunder with respect to any Series or all outstanding Series (the "Defeased Series") on the date the applicable conditions set forth in Section 4.3(c) are satisfied (a series of the Securities (“Legal "Defeasance”"). Such Legal Defeasance means ; provided, however, that the Company following rights, obligations, powers, duties and immunities shall be deemed survive with respect to have paid and the Defeased Series until otherwise terminated or discharged the entire indebtedness represented by such series of Securities, except for hereunder: (ai) the rights of the Holders to receive payments in respect of Notes of the principal of (and premiumDefeased Series to receive, if any) and interest on the Securities when such payments are due solely from the trust fund described provided for in this SectionSection 4.3(c), payments in respect of principal of and interest on such Notes when such payments are due; (bii) the Company’s right of any Enhancement Provider to the repayment of any amount due to it under the related Enhancement Agreement and Indenture Supplement, including interest thereon; (iii) the Issuer's obligations with respect to such series of Securities concerning issuing temporary Securities, registration of transfer or exchange of such series of Securities, mutilated, destroyed, lost or stolen Securities of such series Notes under Sections 2.5 and the maintenance of an office or agency for payments, 2.6; (civ) the rightsrights (including the right to payment of its fees and expenses), powers, trusttrusts, duties duties, and immunities of the Trustee Issuer, the Paying Agent and the Company’s obligations in connection therewith Transfer Agent and Registrar hereunder; and (dv) the Legal Defeasance provisions of this Indenture. In additionSection 4.3. (b) Subject to Section 4.3(c), the Company may, Issuer at its option may cause Collections allocated to the Defeased Series and at any time, elect available to have acquire Principal Receivables to be applied to acquire Eligible Investments rather than Principal Receivables. (c) The following shall be the obligations of the Company released with respect conditions to covenants provided with respect to such series of Securities Defeasance under Section 2.01(154.3(a): (i) The Issuer irrevocably shall have deposited or caused to be deposited with the Indenture Trustee (such deposit to be made from other than the Transferor's funds), 9.01(4) under the terms of an irrevocable trust agreement in form and 9.01(7) of this Indenture (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to such series of Securities. In the event of Covenant Defeasance, those events described under Section 6.01(a) with respect substance satisfactory to the foregoing covenants will no longer constitute an Event of Default with respect to such series of Securities. In order to exercise either Legal Defeasance or Covenant Defeasance: (1) the Company must irrevocably deposit with the Indenture Trustee, as trust funds in trust, trust for making the benefit of the Holders of such seriespayments described below, (A) moneys U.S. Dollars in an amount, or (B) noncallable Governmental Obligations Eligible Investments which through the scheduled payment of principal of and interest on which in accordance with their terms respect thereof will provide, not later than the due date of any paymentpayment thereon, money in an amount, or (C) a combination thereof, sufficient, in the each case of (B) or (C), in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, sufficient to pay and discharge, at maturity or upon redemptionand which shall be applied by the Indenture Trustee to pay and discharge, all remaining scheduled interest and principal payments on all outstanding Notes of the principal of (and premium, if any) and interest on such series of Securities Defeased Series on the stated date dates scheduled for payment thereof or on such payments in this Indenture and the applicable redemption date, as Indenture Supplements and all amounts owing to the case may beEnhancement Providers with respect to the Defeased Series; (2ii) in the case prior to its exercise of Legal Defeasanceits right pursuant to this Section 4.3 with respect to a Defeased Series to substitute money or Eligible Investments for Receivables, the Company Issuer shall have delivered to the Indenture Trustee an Opinion of Counsel confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, that such deposit and based thereon such termination of obligations will not have any material adverse impact on the Federal income tax characterization of any outstanding Series of Notes that have been the subject of a previous opinion of tax counsel or result in the Issuer being taxable as an association for Federal or applicable state tax purposes and an Opinion of Counsel shall confirm that, to the Holders effect that such deposit and termination of such series of Securities obligations will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at Issuer being required to register as an "investment company" within the same times as would have been meaning of the case if such Legal Defeasance had not occurred1940 Act; (3iii) in the case of Covenant Defeasance, the Company Issuer shall have delivered to the Indenture Trustee and any Enhancement Provider an Opinion Officer's Certificate of Counsel confirming the Issuer stating the Issuer reasonably believes that such deposit and termination of obligations will not, based on the Holders facts known to such officer at the time of such series of Securities will not recognize incomecertification, 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 same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or then cause an Early Amortization Event of Default shall have occurred and be continuing on the date of such deposit or insofar as Events of Default under clauses (4) and (5) of Section 6.01(a) with respect to any Series or any event that, with the Securities giving of such series are concernednotice or the lapse of time, at any time would result in the period ending on the 91st day after the date occurrence of deposit; (5) the Company shall have delivered an Early Amortization Event with respect to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied withany Series; and (6iv) if such series of Securities are to be redeemed prior to final maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption the Rating Agency Condition shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been madesatisfied.

Defeasance. The Company may, at its option and at any time (including notwithstanding the exercise by the Company of a Covenant Defeasance (as defined herein)), elect to have its obligations discharged with respect to a series of the Securities (“Legal Defeasance”). Such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such series of Securities, except for (a) the rights of Holders to receive payments in respect of the principal of (and premium, if any) and interest on the Securities when such payments are due solely from the trust fund described in this Section, (b) the Company’s obligations with respect to such series of Securities concerning issuing temporary Securities, registration of transfer or exchange of such series of Securities, mutilated, destroyed, lost or stolen Securities of such series and the maintenance of an office or agency for payments, (c) the rights, powers, trust, duties and immunities of the Trustee and the Company’s obligations in connection therewith and (d) the Legal Defeasance provisions of this Indenture. In addition, the Company may, at its option and at any time, elect to have the obligations of the Company released with respect to covenants provided with respect to such series of Securities under Section 2.01(15), 9.01(4) and 9.01(7) of this Indenture (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to such series of Securities. In the event of Covenant Defeasance, those events described under Section 6.01(a) with respect to the foregoing covenants will no longer constitute an Event of Default with respect to such series of Securities. In order to exercise either Legal Defeasance or Covenant Defeasance: (1) the Company must (A) irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of such series, (Ai) moneys in an amount, or (Bii) noncallable Governmental Obligations the scheduled principal of and interest on which in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (Ciii) a combination thereof, or (B) if such Securities are payable otherwise than in cash pursuant to Section 2.01(a)(19), make other arrangements satisfactory to the Trustee for the payment in property other than cash, sufficient, in the case of (BA)(ii) or (CA)(iii) or (B), in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, at maturity or upon redemption, the principal of (and premium, if any) and interest on such series of Securities on the stated date for payment thereof or on the applicable redemption date, as the case may be; (2) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of such series of Securities will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that the Holders of such series of Securities 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 same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or insofar as Events of Default under clauses (4) and (5) of Section 6.01(a) with respect to the Securities of such series are concerned, at any time in the period ending on the 91st day after the date of deposit; (5) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with; and (6) if such series of Securities are to be redeemed prior to final maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made.