Common use of Termination of Company's Obligations Clause in Contracts

Termination of Company's Obligations. The Company may terminate its obligations under the Securities of any Series and this Indenture with respect to such Series, except those obligations re- ferred to in the immediately succeeding paragraph, (a) if all Securities of such Series previously authenticated and delivered (other than destroyed, lost or stolen Securities of such Series which have been replaced or paid or Secu- rities of such Series for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Sec- tion 8.03) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder, or (b) if, following the date on which the Company shall have given notice to the Trustee of its intention to defease all of the Securities of such Series, the Company has irrevocably de- posited or caused to be deposited with the Trustee or a Paying Agent (other than the Company or a Subsidiary), under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee and any such Pay- ing Agent, as trust funds in trust solely for the benefit of the Holders for that purpose, (i) in the case of any Securities of any Series denominated in United States dollars, an amount of cash sufficient to pay principal of and interest on such outstanding Securities at their respective Stated Maturities, or direct non-callable obligations of, or non-callable obligations guaranteed by, the United States of America for the payment of which guarantee or obliga- tion the full faith and credit of the United States is pledged, including but not limited to depository receipts issued by a bank as custodian with respect to any such security held by the custodian for the benefit of the holder of such depository receipt ("U.S. Government Obligations"), maturing as to prin- cipal and interest in such amounts and at such times as are sufficient without consideration of any reinvestment of such interest, to pay principal of and interest on such outstanding Securities at their respective Stated Maturities and (ii) in the case of any Securities of any Series denominated in any cur- rency other than United States dollars, an amount of the Required Currency sufficient

Termination of Company's Obligations. The Company may terminate all of its obligations under the Securities of any Series series and this Indenture with respect to the Securities of such Series, except those obligations re- ferred to in the immediately succeeding paragraph, series if either (a1) if all Securities of such Series series previously authenticated and delivered (other than destroyed, lost or stolen Securities of such Series which have been replaced or paid or Secu- rities of such Series Securities for whose payment money or securities have (or, if permitted by the terms of such Securities, securities) has theretofore been held in trust and thereafter repaid to the Company, as provided in Sec- tion Section 8.03) have been delivered to the Trustee for cancellation and cancellation; or (2) (i) the Company has paid irrevocably deposits in trust with the Trustee money or U.S. Government Obligations sufficient to pay the principal of and interest, if any, on all sums payable by it hereunder, Securities of such series not theretofore cancelled or (b) if, following the date on which the Company shall have given notice delivered to the Trustee for cancellation (other than destroyed, lost or stolen Securities which have been replaced or paid or Securities for whose payment money (or, if permitted by the terms of its intention such Securities, securities) has theretofore been held in trust and thereafter repaid to defease the Company, as provided in Section 8.03) to maturity or redemption, as the case may be and (ii) the Company delivers to the Trustee an opinion of counsel to the effect that, based upon the Company's receipt from, or the publication by, the Internal Revenue Service of a ruling or a change in law, the holders of the Securities will not recognize income, gain or loss for United States federal income tax purposes as a result of the deposit, defeasance and discharge and will be subject to United States federal income tax on the same amount in the same manner and at the same times as would have been the case if such deposit, defeasance or discharge had not occurred. The Company's obligations in Sections 2.05, 2.06, 2.07, 2.08, 2.09, 4.01, 7.07, 7.08 and 8.03 of this Indenture, however, shall survive until the Securities of such series are no longer outstanding. Thereafter, the Company's obligations in Sections 7.07 and 8.03 shall survive. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series, if money or U.S. Government Obligations shall have been deposited with the Trustee pursuant to clause (2) of the first paragraph of this Section, the obligations of the Trustee under Section 8.02 and the second sentence of Section 8.03 shall survive. After a deposit and if all other conditions thereto are met, the Trustee for the Securities of such series shall be required to execute an instrument acknowledging satisfaction and discharge of this Indenture with respect to such Securities, except for those surviving obligations specified above; PROVIDED, HOWEVER, that the Trustee shall not be required to execute such instrument until the expiration of 90 days after the date of a deposit and that such instrument may be made subject to the condition that such deposit had been in compliance with any applicable terms of the Securities of such Seriesseries relating to subordination (as contemplated by Article Ten and Section 2.02). In order to have money available on a payment date to pay the principal of or interest, if any, on the Securities, the Company has irrevocably de- posited U.S. Government Obligations shall be payable as to principal or caused to be deposited with the Trustee or a Paying Agent (other than the Company or a Subsidiary), under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee and any such Pay- ing Agent, as trust funds in trust solely for the benefit of the Holders for that purpose, (i) in the case of any Securities of any Series denominated in United States dollars, an amount of cash sufficient to pay principal of and interest on or before such outstanding Securities at their respective Stated Maturities, or direct non-callable obligations of, or non-callable obligations guaranteed by, the United States of America for the payment of which guarantee or obliga- tion the full faith and credit of the United States is pledged, including but not limited to depository receipts issued by a bank as custodian with respect to any such security held by the custodian for the benefit of the holder of such depository receipt ("U.S. Government Obligations"), maturing as to prin- cipal and interest date in such amounts and as will provide the necessary money. U.S. Government Obligations shall not be callable at such times as are sufficient without consideration of any reinvestment of such interest, to pay principal of and interest on such outstanding Securities at their respective Stated Maturities and (ii) in the case of any Securities of any Series denominated in any cur- rency other than United States dollars, an amount of the Required Currency sufficientissuer's option.

Termination of Company's Obligations. The If this Section 1501 is specified, as contemplated by Section 301, to be applicable to any series of Debt Securities and if the Company may deposits irrevocably in trust with the Trustee money and/or, to the extent such Debt Securities are denominated and payable in Dollars only, Eligible Instruments the payments of principal and interest on which when due (and without reinvestment and providing no tax liability will be imposed upon the Trustee or the Holders of such Debt Securities) will provide money in such amounts as will (together with any money irrevocably deposited in trust with the Trustee, without investment) be sufficient to pay the principal of (and premium, if any) and any installment of principal of (and premium, if any) or interest when due on the Debt Securities of such series and any coupons appertaining thereto and any mandatory sinking fund, repayment or analogous payments thereon on the scheduled due dates therefor at the Stated Maturity thereof, the Company's obligations under Section 1005 and any other covenant determined pursuant to Section 301 to be subject to this Section shall terminate with respect to the Debt Securities of the series for which such deposit was made; provided, however, that (i) no Event of Default with respect to the Debt Securities of such series under Section 501(6) or 501(7) or event that with notice or lapse of time or both would constitute such an Event of Default shall have occurred and be continuing on such date, (ii) such deposit will not result in a breach of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound, and (iii) such termination shall not relieve the Company of its obligations under the Debt Securities of such series and this Indenture to pay when due the principal of (and premium, if any) and interest and additional amounts on such Debt Securities and any coupons appertaining thereto if such Debt Securities or coupons are not paid (or payment is not provided for) when due from the money and Eligible Instruments (and the proceeds thereof) so deposited. It shall be a condition to the deposit of cash and/or Eligible Instruments and the termination of the Company's obligations pursuant to the provisions of this Section with respect to the Debt Securities of any Series series under Section 1005 and any other covenant determined pursuant to Section 301 to be subject to this Indenture with respect Section that the Company deliver to such Series, except those obligations re- ferred the Trustee (i) an Opinion of Counsel to in the immediately succeeding paragraph, effect that: (a) if all Holders of Debt Securities of such Series previously authenticated series and delivered (other than destroyedany coupons appertaining thereto will not recognize income, lost gain or stolen Securities loss for Federal income tax purposes as a result of such Series which have been replaced or paid or Secu- rities of such Series for whose payment money or securities have theretofore been held in trust deposit and thereafter repaid to the Company, as provided in Sec- tion 8.03) have been delivered to the Trustee for cancellation termination and the Company has paid all sums payable by it hereunder, or (b) ifsuch Holders (and future Holders) will be subject to tax in the same amount, following manner and timing as if such deposit and termination had not occurred, (ii) an Officers' Certificate to the effect that under the laws in effect on the date on which the Company shall have given notice to the Trustee of its intention to defease all of the Securities of such Series, the Company has irrevocably de- posited or caused to be money and/or Eligible Instruments are deposited with the Trustee or a Paying Agent (other than the Company or a Subsidiary), under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee and any such Pay- ing Agent, as trust funds in trust solely for the benefit of the Holders for that purpose, (i) in the case of any Securities of any Series denominated in United States dollars, an amount of cash sufficient to pay principal of and interest on such outstanding Securities at their respective Stated Maturities, or direct non-callable obligations of, or non-callable obligations guaranteed byTrustee, the United States of America for the amount thereof will be sufficient, after payment of which guarantee or obliga- tion the full faith all Federal, state and credit of the United States is pledged, including but not limited to depository receipts issued by a bank as custodian with local taxes in respect to any such security held thereof payable by the custodian for the benefit of the holder of such depository receipt ("U.S. Government Obligations"), maturing as to prin- cipal and interest in such amounts and at such times as are sufficient without consideration of any reinvestment of such interestTrustee, to pay principal of (and premium, if any) and interest when due on the Debt Securities of such outstanding Securities at their respective Stated Maturities series and any coupons appertaining thereto; and (iiiii) an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the defeasance contemplated in this Section have been complied with. It shall be an additional condition to the case deposit of cash and/or Eligible Instruments and the termination of the Company's obligations pursuant to the provisions of this Section under Section 1005 and any other covenant determined pursuant to Section 301 to be subject to this Section, with respect to the Debt Securities of any Series denominated series then listed on the New York Stock Exchange, that the Company deliver an Opinion of Counsel that the Debt Securities of such series will not be delisted from the New York Stock Exchange as a result of such deposit and termination. After a deposit as provided herein, the Trustee shall, upon Company Request, acknowledge in any cur- rency other than United States dollars, an amount writing the discharge of the Required Currency sufficientCompany's obligations pursuant to the provisions of this Section with respect to the Debt Securities of such series under Section 1005 and any other covenant determined pursuant to Section 301 to be subject to this Section.

Termination of Company's Obligations. The If this Section 1501 is specified, as contemplated by Section 301, to be applicable to any series of Debt Securities and if the Company may deposits irrevocably in trust with the Trustee money and/or, to the extent such Debt Securities are denominated and payable in Dollars only, Eligible Instruments the payments of principal and interest on which when due (and without reinvestment and providing no tax liability will be imposed upon the Trustee or the Holders of such Debt Securities) will provide money in such amounts as will (together with any money irrevocably deposited in trust with the Trustee, without investment) be sufficient to pay the principal of (and premium, if any) and any installment of principal of (and premium, if any) or interest when due on the Debt Securities of such series and any coupons appertaining thereto and any mandatory sinking fund, repayment or analogous payments thereon on the scheduled due dates therefor at the Stated Maturity thereof, the Company’s obligations under any covenant determined pursuant to Section 301 to be subject to this Section shall terminate with respect to the Debt Securities of the series for which such deposit was made; provided, however, that (i) no Event of Default with respect to the Debt Securities of such series under Section 501(5) or 501(6) or event that with notice or lapse of time or both would constitute such an Event of Default shall have occurred and be continuing on such date, (ii) such deposit will not result in a breach of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound, and (iii) such termination shall not relieve the Company of its obligations under the Debt Securities of such series and this Indenture to pay when due the principal of (and premium, if any) and interest and additional amounts on such Debt Securities and any coupons appertaining thereto if such Debt Securities or coupons are not paid (or payment is not provided for) when due from the money and Eligible Instruments (and the proceeds thereof) so deposited. It shall be a condition to the deposit of cash and/or Eligible Instruments and the termination of the Company’s obligations pursuant to the provisions of this Section with respect to the Debt Securities of any Series and series under any covenant determined pursuant to Section 301 to be subject to this Indenture with respect Section that the Company deliver to such Series, except those obligations re- ferred the Trustee (i) an Opinion of Counsel to in the immediately succeeding paragraph, effect that: (a) if all Holders of Debt Securities of such Series previously authenticated series and delivered (other than destroyedany coupons appertaining thereto will not recognize income, lost gain or stolen Securities loss for Federal income tax purposes as a result of such Series which have been replaced or paid or Secu- rities of such Series for whose payment money or securities have theretofore been held in trust deposit and thereafter repaid to the Company, as provided in Sec- tion 8.03) have been delivered to the Trustee for cancellation termination and the Company has paid all sums payable by it hereunder, or (b) ifsuch Holders (and future Holders) will be subject to tax in the same amount, following manner and timing as if such deposit and termination had not occurred, (ii) an Officers’ Certificate to the effect that under the laws in effect on the date on which the Company shall have given notice to the Trustee of its intention to defease all of the Securities of such Series, the Company has irrevocably de- posited or caused to be money and/or Eligible Instruments are deposited with the Trustee or a Paying Agent (other than the Company or a Subsidiary), under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee and any such Pay- ing Agent, as trust funds in trust solely for the benefit of the Holders for that purpose, (i) in the case of any Securities of any Series denominated in United States dollars, an amount of cash sufficient to pay principal of and interest on such outstanding Securities at their respective Stated Maturities, or direct non-callable obligations of, or non-callable obligations guaranteed byTrustee, the United States of America for the amount thereof will be sufficient, after payment of which guarantee or obliga- tion the full faith all Federal, state and credit of the United States is pledged, including but not limited to depository receipts issued by a bank as custodian with local taxes in respect to any such security held thereof payable by the custodian for the benefit of the holder of such depository receipt ("U.S. Government Obligations"), maturing as to prin- cipal and interest in such amounts and at such times as are sufficient without consideration of any reinvestment of such interestTrustee, to pay principal of (and premium, if any) and interest when due on the Debt Securities of such outstanding Securities at their respective Stated Maturities series and any coupons appertaining thereto; and (iiiii) an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the defeasance contemplated in this Section have been complied with. It shall be an additional condition to the case deposit of cash and/or Eligible Instruments and the termination of the Company’s obligations pursuant to the provisions of this Section under any covenant determined pursuant to Section 301 to be subject to this Section, with respect to the Debt Securities of any Series denominated series then listed, that the Company deliver an Opinion of Counsel that the Debt Securities of such series will not be delisted as a result of such deposit and termination. After a deposit as provided herein, the Trustee shall, upon Company Request, acknowledge in any cur- rency other than United States dollars, an amount writing the discharge of the Required Currency sufficientCompany’s obligations pursuant to the provisions of this Section with respect to the Debt Securities of such series under any covenant determined pursuant to Section 301 to be subject to this Section.

Termination of Company's Obligations. The If this Section 1701 is specified, as contemplated by Section 301, to be applicable to any series of Debt Securities and if the Company may deposits irrevocably in trust with the Trustee money and/or, to the extent such Debt Securities are denominated and payable in Dollars only, Eligible Instruments the payments of principal and interest on which when due (and without reinvestment and providing no tax liability will be imposed upon the Trustee or the Holders of such Debt Securities) will provide money in such amounts as will (together with any money irrevocably deposited in trust with the Trustee, without investment) be sufficient to pay the principal of (and premium, if any) and any installment of principal of (and premium, if any) or interest when due on the Debt Securities of such series and any coupons appertaining thereto and any mandatory sinking fund, repayment or analogous payments thereon on the scheduled due dates therefor at the Stated Maturity thereof, the Company's obligations under any covenant determined pursuant to Section 301 to be subject to this Section shall terminate with respect to the Debt Securities of the series for which such deposit was made; provided, however, that (i) no Event of Default with respect to the Debt Securities of such series under Section 501(1) or Section 501(2) or event that with notice or lapse of time or both would constitute such an Event of Default shall have occurred and be continuing on such date, (ii) such deposit will not result in a breach of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound, and (iii) such termination shall not relieve the Company of its obligations under the Debt Securities of such series and this Indenture to pay when due the principal of (and premium, if any) and interest and additional amounts on such Debt Securities and any coupons appertaining thereto if such Debt Securities or coupons are not paid (or payment is not provided for) when due from the money and Eligible Instruments (and the proceeds thereof) so deposited. It shall be a condition to the deposit of cash and/or Eligible Instruments and the termination of the Company's obligations pursuant to the provisions of this Section with respect to the Debt Securities of any Series and series under any covenant determined pursuant to Section 301 to be subject to this Indenture with respect Section that the Company deliver to such Series, except those obligations re- ferred the Trustee (i) an Opinion of Counsel to in the immediately succeeding paragraph, effect that: (a) if all Holders of Debt Securities of such Series previously authenticated series and delivered (other than destroyedany coupons appertaining thereto will not recognize income, lost gain or stolen Securities loss for Federal income tax purposes as a result of such Series which have been replaced or paid or Secu- rities of such Series for whose payment money or securities have theretofore been held in trust deposit and thereafter repaid to the Company, as provided in Sec- tion 8.03) have been delivered to the Trustee for cancellation termination and the Company has paid all sums payable by it hereunder, or (b) ifsuch Holders (and future Holders) will be subject to tax in the same amount, following manner and timing as if such deposit and termination had not occurred, (ii) an Officers' Certificate to the effect that under the laws in effect on the date on which the Company shall have given notice to the Trustee of its intention to defease all of the Securities of such Series, the Company has irrevocably de- posited or caused to be money and/or Eligible Instruments are deposited with the Trustee or a Paying Agent (other than the Company or a Subsidiary), under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee and any such Pay- ing Agent, as trust funds in trust solely for the benefit of the Holders for that purpose, (i) in the case of any Securities of any Series denominated in United States dollars, an amount of cash sufficient to pay principal of and interest on such outstanding Securities at their respective Stated Maturities, or direct non-callable obligations of, or non-callable obligations guaranteed byTrustee, the United States of America for the amount thereof will be sufficient, after payment of which guarantee or obliga- tion the full faith all Federal, state and credit of the United States is pledged, including but not limited to depository receipts issued by a bank as custodian with local taxes in respect to any such security held thereof payable by the custodian for the benefit of the holder of such depository receipt ("U.S. Government Obligations"), maturing as to prin- cipal and interest in such amounts and at such times as are sufficient without consideration of any reinvestment of such interestTrustee, to pay principal of (and premium, if any) and interest when due on the Debt Securities of such outstanding Securities at their respective Stated Maturities series and any coupons appertaining thereto; and (iiiii) an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the defeasance contemplated in this Section have been complied with. It shall be an additional condition to the case deposit of cash and/or Eligible Instruments and the termination of the Company's obligations pursuant to the provisions of this Section under any covenant determined pursuant to Section 301 to be subject to this Section, with respect to the Debt Securities of any Series denominated series then listed on the New York Stock Exchange, that the Company deliver an Opinion of Counsel that the Debt Securities of such series will not be delisted from the New York Stock Exchange as a result of such deposit and termination. After a deposit as provided herein, the Trustee shall, upon Company Request, acknowledge in any cur- rency other than United States dollars, an amount writing the discharge of the Required Currency sufficientCompany's obligations pursuant to the provisions of this Section with respect to the Debt Securities of such series under any covenant determined pursuant to Section 301 to be subject to this Section.

Termination of Company's Obligations. The Company may terminate all of its obligations under the Securities of any Series series and this Indenture with respect to the Securities of such Series, except those obligations re- ferred to in the immediately succeeding paragraph, series if either (a1) if all Securities of such Series series previously authenticated and delivered (other than destroyed, lost or stolen Securities of such Series which have been replaced or paid or Secu- rities of such Series Securities for whose payment money or securities have (or, if permitted by the terms of such Securities, securities) has theretofore been held in trust and thereafter repaid to the Company, as provided in Sec- tion Section 8.03) have been delivered to the Trustee for cancellation and cancellation; or (2) (i) the Company has paid irrevocably deposits in trust with the Trustee money or U.S. Government Obligations sufficient to pay the principal of and interest, if any, on all sums payable by it hereunder, Securities of such series not theretofore cancelled or (b) if, following the date on which the Company shall have given notice delivered to the Trustee for cancellation (other than destroyed, lost or stolen Securities which have been replaced or paid or Securities for whose payment money (or, if permitted by the terms of its intention such Securities, The Company's obligations in Sections 2.05, 2.06, 2.07, 2.08, 2.09, 4.01, 7.07, 7.08 and 8.03 of this Indenture, however, shall survive until the Securities of such series are no longer outstanding. Thereafter, the Company's obligations in Sections 7.07 and 8.03 shall survive. Notwithstanding the satisfaction and discharge of this Indenture with respect to defease the Securities of any series, if money or U.S. Government Obligations shall have been deposited with the Trustee pursuant to clause (2) of the first paragraph of this Section, the obligations of the Trustee under Section 8.02 and the second sentence of Section 8.03 shall survive. After a deposit and if all other conditions thereto are met, the Trustee for the Securities of such series shall be required to execute an instrument acknowledging satisfaction and discharge of this Indenture with respect to such Securities, except for those surviving obligations specified above; provided, however, that the Trustee shall not be required to execute such instrument until the expiration of 90 days after the date of a deposit and that such instrument may be made subject to the condition that such deposit had been in compliance with any applicable terms of the Securities of such Seriesseries relating to subordination (as contemplated by Article Ten and Section 2.02). In order to have money available on a payment date to pay the principal of or interest, if any, on the Securities, the Company has irrevocably de- posited U.S. Government Obligations shall be payable as to principal or caused to be deposited with the Trustee or a Paying Agent (other than the Company or a Subsidiary), under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee and any such Pay- ing Agent, as trust funds in trust solely for the benefit of the Holders for that purpose, (i) in the case of any Securities of any Series denominated in United States dollars, an amount of cash sufficient to pay principal of and interest on or before such outstanding Securities at their respective Stated Maturities, or direct non-callable obligations of, or non-callable obligations guaranteed by, the United States of America for the payment of which guarantee or obliga- tion the full faith and credit of the United States is pledged, including but not limited to depository receipts issued by a bank as custodian with respect to any such security held by the custodian for the benefit of the holder of such depository receipt ("U.S. Government Obligations"), maturing as to prin- cipal and interest date in such amounts and as will provide the necessary money. U.S. Government Obligations shall not be callable at such times as are sufficient without consideration of any reinvestment of such interest, to pay principal of and interest on such outstanding Securities at their respective Stated Maturities and (ii) in the case of any Securities of any Series denominated in any cur- rency other than United States dollars, an amount of the Required Currency sufficientissuer's opinion.

Termination of Company's Obligations. The If this Section 1701 is specified, as contemplated by Section 301, to be applicable to any series of Debt Securities and if the Company may deposits irrevocably in trust with the Trustee money and/or, to the extent such Debt Securities are denominated and payable in Dollars only, Eligible Instruments the payments of principal and interest on which when due (and without reinvestment and providing no tax liability will be imposed upon the Trustee or the Holders of such Debt Securities) will provide money in such amounts as will (together with any money irrevocably deposited in trust with the Trustee, without investment) be sufficient to pay the principal of (and premium, if any) and any installment of principal of (and premium, if any) or interest when due on the Debt Securities of such series and any coupons appertaining thereto and any mandatory sinking fund, repayment or analogous payments thereon on the scheduled due dates therefor at the Stated Maturity thereof, the Company's obligations under any covenant determined pursuant to Section 301 to be subject to this Section shall terminate with respect to the Debt Securities of the series for which such deposit was made; provided, however, that (i) no Event of Default with respect to the Debt Securities of such series under Section 501(1) or Section 501(2) or event that with notice or lapse of time or both would constitute such an Event of Default shall have occurred and be continuing on such date, (ii) such deposit will not result in a breach of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound, and (iii) such termination shall not relieve the Company of its obligations under the Debt Securities of such series and this Indenture to pay when due the principal of (and premium, if any) and interest and additional amounts on such Debt Securities and any coupons appertaining thereto if such Debt Securities or coupons are not paid (or payment is not provided for) when due from the money and Eligible Instruments (and the proceeds thereof) so deposited. It shall be a condition to the deposit of cash and/or Eligible Instruments and the termination of the Company's obligations pursuant to the provisions of this Section with respect to the Debt Securities of any Series and series under any covenant determined pursuant to Section 301 to be 93 103 subject to this Indenture with respect Section that the Company deliver to such Series, except those obligations re- ferred the Trustee (i) an Opinion of Counsel to in the immediately succeeding paragraph, effect that: (a) if all Holders of Debt Securities of such Series previously authenticated series and delivered (other than destroyedany coupons appertaining thereto will not recognize income, lost gain or stolen Securities loss for Federal income tax purposes as a result of such Series which have been replaced or paid or Secu- rities of such Series for whose payment money or securities have theretofore been held in trust deposit and thereafter repaid to the Company, as provided in Sec- tion 8.03) have been delivered to the Trustee for cancellation termination and the Company has paid all sums payable by it hereunder, or (b) ifsuch Holders (and future Holders) will be subject to tax in the same amount, following manner and timing as if such deposit and termination had not occurred, (ii) an Officers' Certificate to the effect that under the laws in effect on the date on which the Company shall have given notice to the Trustee of its intention to defease all of the Securities of such Series, the Company has irrevocably de- posited or caused to be money and/or Eligible Instruments are deposited with the Trustee or a Paying Agent (other than the Company or a Subsidiary), under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee and any such Pay- ing Agent, as trust funds in trust solely for the benefit of the Holders for that purpose, (i) in the case of any Securities of any Series denominated in United States dollars, an amount of cash sufficient to pay principal of and interest on such outstanding Securities at their respective Stated Maturities, or direct non-callable obligations of, or non-callable obligations guaranteed byTrustee, the United States of America for the amount thereof will be sufficient, after payment of which guarantee or obliga- tion the full faith all Federal, state and credit of the United States is pledged, including but not limited to depository receipts issued by a bank as custodian with local taxes in respect to any such security held thereof payable by the custodian for the benefit of the holder of such depository receipt ("U.S. Government Obligations"), maturing as to prin- cipal and interest in such amounts and at such times as are sufficient without consideration of any reinvestment of such interestTrustee, to pay principal of (and premium, if any) and interest when due on the Debt Securities of such outstanding Securities at their respective Stated Maturities series and any coupons appertaining thereto; and (iiiii) an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the defeasance contemplated in this Section have been complied with. It shall be an additional condition to the case deposit of cash and/or Eligible Instruments and the termination of the Company's obligations pursuant to the provisions of this Section under any covenant determined pursuant to Section 301 to be subject to this Section, with respect to the Debt Securities of any Series denominated series then listed on the New York Stock Exchange, that the Company deliver an Opinion of Counsel that the Debt Securities of such series will not be delisted from the New York Stock Exchange as a result of such deposit and termination. After a deposit as provided herein, the Trustee shall, upon Company Request, acknowledge in any cur- rency other than United States dollars, an amount writing the discharge of the Required Currency sufficientCompany's obligations pursuant to the provisions of this Section with respect to the Debt Securities of such series under any covenant determined pursuant to Section 301 to be subject to this Section.

Termination of Company's Obligations. The With respect to any series of Debt Securities, if the Company may deposits irrevocably in trust with the Trustee money and/or, to the extent such Debt Securities are denominated and payable in Dollars only, Eligible Instruments the payments of principal and interest on which when due (and without reinvestment and providing no tax liability will be imposed upon the Trustee or the Holders of such Debt Securities) will provide money in such amounts as will (together with any money irrevocably deposited in trust with the Trustee, without investment) be sufficient, to pay principal (and premium, if any) and interest when due on the Debt Securities of such series and any coupons appertaining thereto and any mandatory sinking fund, repayment or analogous payments thereon on the scheduled due dates therefor at the Stated Maturity thereof, the Company's obligations under Section 1005 shall terminate with respect to the Debt Securities of the series for which such deposit was made; provided, however, that (i) no Event of Default with respect to the Debt Securities of such series under Section 501 (1) or 501(2) or event that with notice or lapse of time or both would constitute such an Event of Default shall have occurred and be continuing on such date and (ii) such termination shall not relieve the Company of its obligations under the Debt Securities of such series and this Indenture to pay when due the principal of (and premium, if any) and interest and additional amounts on such Debt Securities and any coupons appertaining thereto if such Debt Securities or coupons are not paid (or payment is not provided for) when due from the money and Eligible Instruments (and the proceeds thereof) so deposited. It shall be a condition to the deposit of cash and/or Eligible Instruments and the termination of the Company's obligations with respect to the Debt Securities of any Series and series under Section 1005 pursuant to the provisions of this Indenture with respect Section that the Company deliver to such Series, except those obligations re- ferred the Trustee (i) an opinion of nationally recognized independent tax counsel to in the immediately succeeding paragraph, effect that (a) if all Holders of Debt Securities of such Series previously authenticated series and delivered (other than destroyedany coupons appertaining thereto will not recognize income, lost gain or stolen Securities loss for Federal income tax purposes as a result of such Series which have been replaced or paid or Secu- rities of such Series for whose payment money or securities have theretofore been held in trust deposit and thereafter repaid to the Company, as provided in Sec- tion 8.03) have been delivered to the Trustee for cancellation termination and the Company has paid all sums payable by it hereunder, or (b) ifsuch Holders (and future Holders) will be subject to tax in the same amount, following manner and timing as if such deposit and termination has not occurred and (ii) an Officers' Certificate to the effect that under the laws in effect on the date on which the Company shall have given notice to the Trustee of its intention to defease all of the Securities of such Series, the Company has irrevocably de- posited or caused to be money and/or Eligible Instruments are deposited with the Trustee or a Paying Agent (other than the Company or a Subsidiary), under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee and any such Pay- ing Agent, as trust funds in trust solely for the benefit of the Holders for that purpose, (i) in the case of any Securities of any Series denominated in United States dollars, an amount of cash sufficient to pay principal of and interest on such outstanding Securities at their respective Stated Maturities, or direct non-callable obligations of, or non-callable obligations guaranteed byTrustee, the United States of America for the amount thereof will be sufficient, after payment of which guarantee or obliga- tion the full faith all Federal, state and credit of the United States is pledged, including but not limited to depository receipts issued by a bank as custodian with local taxes in respect to any such security held thereof payable by the custodian for the benefit of the holder of such depository receipt ("U.S. Government Obligations"), maturing as to prin- cipal and interest in such amounts and at such times as are sufficient without consideration of any reinvestment of such interestTrustee, to pay principal of (and premium, if any) and interest when due on the Debt Securities of such outstanding Securities at their respective Stated Maturities series and (ii) in any coupons appertaining thereto. It shall be an additional condition to the case deposit of any cash and/or Eligible Instruments and the termination of the Company's obligations under Section 1005 pursuant to the provisions if this Section, with respect to the Debt Securities of any Series denominated series then listed on the New York Stock Exchange, that the Company deliver an Opinion of Counsel that the Debt Securities of such series will not be delisted from the New York Stock Exchange as a result of such deposit and termination. After a deposit as provided herein, the Trustee shall, upon Company Request, acknowledge in any cur- rency other than United States dollars, an amount writing the discharge of the Required Currency sufficientCompany's obligations with respect to the Debt Securities of such series under Section 1005 pursuant to the provisions of this Section.

Termination of Company's Obligations. The If this Section 1701 is specified, as contemplated by Section 301, to be applicable to any series of Debt Securities and if the Company may deposits irrevocably in trust with the Trustee money and/or, to the extent such Debt Securities are denominated and payable in Dollars only, Eligible Instruments the payments of principal and interest on which when due (and without reinvestment and providing no tax liability will be imposed upon the Trustee or the Holders of such Debt Securities) will provide money in such amounts as will (together with any money irrevocably deposited in trust with the Trustee, without investment) be sufficient to pay the principal of (and premium, if any) and any installment of principal of (and premium, if any) or interest when due on the Debt Securities of such series and any coupons appertaining thereto and any mandatory sinking fund, repayment or analogous payments thereon on the scheduled due dates therefor at the Stated Maturity thereof, the Company's obligations under any covenant determined pursuant to Section 301 to be subject to this Section shall terminate with respect to the Debt Securities of the series for which such deposit was made; provided, however, that (i) no Event of Default with respect to the Debt Securities of such series under Section 501(1) or Section 501(2) or event that with notice or lapse of time or both would constitute such an Event of Default shall have occurred and be continuing on such date, (ii) such deposit will not result in a breach of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound, and (iii) such termination shall not relieve the Company of its obligations under the Debt Securities of such series and this Indenture to pay when due the principal of (and premium, if any) and interest and additional amounts on such Debt Securities and any coupons appertaining thereto if such Debt Securities or coupons are not paid (or payment is not -113- 126 provided for) when due from the money and Eligible Instruments (and the proceeds thereof) so deposited. It shall be a condition to the deposit of cash and/or Eligible Instruments and the termination of the Company's obligations pursuant to the provisions of this Section with respect to the Debt Securities of any Series and series under any covenant determined pursuant to Section 301 to be subject to this Indenture with respect Section that the Company deliver to such Series, except those obligations re- ferred the Trustee (i) an Opinion of Counsel to in the immediately succeeding paragraph, effect that: (a) if all Holders of Debt Securities of such Series previously authenticated series and delivered (other than destroyedany coupons appertaining thereto will not recognize income, lost gain or stolen Securities loss for Federal income tax purposes as a result of such Series which have been replaced or paid or Secu- rities of such Series for whose payment money or securities have theretofore been held in trust deposit and thereafter repaid to the Company, as provided in Sec- tion 8.03) have been delivered to the Trustee for cancellation termination and the Company has paid all sums payable by it hereunder, or (b) ifsuch Holders (and future Holders) will be subject to tax in the same amount, following manner and timing as if such deposit and termination has not occurred, (ii) an Officers' Certificate to the effect that under the laws in effect on the date on which the Company shall have given notice to the Trustee of its intention to defease all of the Securities of such Series, the Company has irrevocably de- posited or caused to be money and/or Eligible Instruments are deposited with the Trustee or a Paying Agent (other than the Company or a Subsidiary), under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee and any such Pay- ing Agent, as trust funds in trust solely for the benefit of the Holders for that purpose, (i) in the case of any Securities of any Series denominated in United States dollars, an amount of cash sufficient to pay principal of and interest on such outstanding Securities at their respective Stated Maturities, or direct non-callable obligations of, or non-callable obligations guaranteed byTrustee, the United States of America for the amount thereof will be sufficient, after payment of which guarantee or obliga- tion the full faith all Federal, state and credit of the United States is pledged, including but not limited to depository receipts issued by a bank as custodian with local taxes in respect to any such security held thereof payable by the custodian for the benefit of the holder of such depository receipt ("U.S. Government Obligations"), maturing as to prin- cipal and interest in such amounts and at such times as are sufficient without consideration of any reinvestment of such interestTrustee, to pay principal of (and premium, if any) and interest when due on the Debt Securities of such outstanding Securities at their respective Stated Maturities series and any coupons appertaining thereto; and (iiiii) an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the defeasance contemplated in this Section have been complied with. It shall be an additional condition to the case deposit of cash and/or Eligible Instruments and the termination of the Company's obligations pursuant to the provisions of this Section under any covenant determined pursuant to Section 301 to be subject to this Section, with respect to the Debt Securities of any Series denominated series then listed on the New York Stock Exchange, that the Company deliver an Opinion of Counsel that the Debt Securities of such series will not be delisted from the New York Stock Exchange as a result of such deposit and termination. After a deposit as provided herein, the Trustee shall, upon Company Request, acknowledge in any cur- rency other than United States dollars, an amount writing the discharge of the Required Currency sufficientCompany's obligations pursuant to the provisions of this Section with respect to the Debt Securities of such series under any covenant determined pursuant to Section 301 to be subject to this Section.

Termination of Company's Obligations. The If this Section 1701 is specified, as contemplated by Section 301, to be applicable to any series of Debt Securities and if the Company may deposits irrevocably in trust with the Trustee money and/or, to the extent such Debt Securities are denominated and payable in Dollars only, Eligible Instruments the payments of principal and interest on which when due (and without reinvestment and providing no tax liability will be imposed upon the Trustee or the Holders of such Debt Securities) will provide money in such amounts as will (together with any money irrevocably deposited in trust with the Trustee, without investment) be sufficient to pay the principal of (and premium, if any) and any installment of principal of (and premium, if any) or interest when due on the Debt Securities of such series and any coupons appertaining thereto and any mandatory sinking fund, repayment or analogous payments thereon on the scheduled due dates therefor at the Stated Maturity thereof, the Company's obligation under any covenant determined pursuant to Section 301 to be subject to this Section shall terminate with respect to the Debt Securities of the series for which such deposit was made; provided, however, that (i) no Event of Default with respect to the Debt Securities of such series under Section 501(1) or Section 501(2) or event that with notice or lapse of time or both would constitute such an Event of Default shall have occurred and be continuing on such date, (ii) such deposit will not result in a breac of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound, and (iii) such termination shall not relieve the Company of its obligations under the Debt Securities of such series and this Indenture to pay when due the principal of (and premium, if any) and interest and additional amounts on such Debt Securities and any coupons appertaining thereto if such Debt Securities or coupons are not paid (or payment is not provided for) when due from the money and Eligible Instruments (and the proceeds thereof) so deposited. It shall be a condition to the deposit of cash and/or Eligible Instruments and the termination of the Company's obligations pursuant to the provisions of this Section with respect to the Debt Securities of any Series and series under any covenant determined pursuant to Section 301 to be subject to this Indenture with respect Section that the Company deliver to such Series, except those obligations re- ferred the Trustee (i) an Opinion of Counsel to in the immediately succeeding paragraph, effect that: (a) if all Holders of Debt Securities of such Series previously authenticated series and delivered (other than destroyedany coupons appertaining thereto will not recognize income, lost gain or stolen Securities loss for Federal income tax purposes as a result of such Series which have been replaced or paid or Secu- rities of such Series for whose payment money or securities have theretofore been held in trust deposit and thereafter repaid to the Company, as provided in Sec- tion 8.03) have been delivered to the Trustee for cancellation termination and the Company has paid all sums payable by it hereunder, or (b) ifsuch Holders (and future Holders) will be subject to tax in the same amount, following manner and timing as if such deposit and termination had not occurred, (ii) an Officers' Certificate to the effect that under the laws in effect on the date on which the Company shall have given notice to the Trustee of its intention to defease all of the Securities of such Series, the Company has irrevocably de- posited or caused to be money and/or Eligible Instruments are deposited with the Trustee or a Paying Agent (other than the Company or a Subsidiary), under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee and any such Pay- ing Agent, as trust funds in trust solely for the benefit of the Holders for that purpose, (i) in the case of any Securities of any Series denominated in United States dollars, an amount of cash sufficient to pay principal of and interest on such outstanding Securities at their respective Stated Maturities, or direct non-callable obligations of, or non-callable obligations guaranteed byTrustee, the United States of America for the amount thereof will be sufficient, after payment of which guarantee or obliga- tion the full faith all Federal, state and credit of the United States is pledged, including but not limited to depository receipts issued by a bank as custodian with respect to any such security held local taxes in respec thereof payable by the custodian for the benefit of the holder of such depository receipt ("U.S. Government Obligations"), maturing as to prin- cipal and interest in such amounts and at such times as are sufficient without consideration of any reinvestment of such interestTrustee, to pay principal of (and premium, if any) and interest when due on the Debt Securities of such outstanding Securities at their respective Stated Maturities series and any coupons appertaining thereto; and (iiiii) an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the defeasance contemplated in this Section have been complied with. It shall be an additional condition to the case deposit of cash and/or Eligible Instruments and the termination of the Company's obligations pursuant to the provisions of this Section under any covenant determined pursuant to Section 301 to be subject to this Section, with respect to the Debt Securities of any Series denominated series then listed on the New York Stock Exchange, that the Company deliver an Opinion of Counsel that the Debt Securities of such series will not be delisted from the New York Stock Exchange as a result of such deposit and termination. After a deposit as provided herein, the Trustee shall, upon Company Request, acknowledge in any cur- rency other than United States dollars, an amount writing the discharge of the Required Currency sufficientCompany's obligations pursuant to the provisions of this Section with respect to the Debt Securities of such series under any covenant determined pursuant to Section 301 to be subject to this Section.

Termination of Company's Obligations. The With respect to any series of Debt Securities, if the Company may deposits irrevocably in trust with the Trustee money and/or, to the extent such Debt Securities are denominated and payable in Dollars only, Eligible Instruments the payments of principal and interest on which when due (and without reinvestment and providing no tax liability will be imposed upon the Trustee or the Holders of such Debt Securities) will provide money in such amounts as will (together with any money irrevocably deposited in trust with the Trustee, without investment) be sufficient to pay principal (and premium, if any) and interest when due on the Debt Securities of such series and any coupons appertaining thereto and any mandatory sinking fund, repayment or analogous payments thereon on the scheduled due dates therefor at the Stated Maturity thereof, the Company's obligations under Sections 10.4 and 10.5 shall terminate with respect to the Debt Securities of the series for which such deposit was made; provided, however, that (i) no Event of Default with respect to the Debt Securities of such series under Section 5.1(5) or 5.1(6) or event that with notice or lapse of time or both would constitute such an Event of Default shall have occurred and be continuing on such date and (ii) such termination shall not relieve the Company of its obligations under the Debt Securities of such series and this Indenture to pay when due the principal of (and premium, if any) and interest and additional amounts on such Debt Securities and any coupons appertaining thereto if such Debt Securities or coupons are not paid (or payment is not provided for) when due from the money and Eligible Instruments (and the proceeds thereof) so deposited. It shall be a condition to the deposit of cash and/or Eligible Instruments and the termination of the Company's obligations with respect to the Debt Securities of any Series series under Sections 10.4 and 10.5 pursuant to the provisions of this Indenture with respect Section that the Company deliver to such Series, except those obligations re- ferred the Trustee (i) an opinion of nationally recognized independent tax counsel to in the immediately succeeding paragraph, effect that: (a) if all Holders of Debt Securities of such Series previously authenticated series and delivered (other than destroyedany coupons appertaining thereto will not recognize income, lost gain or stolen Securities loss for Federal income tax purposes as a result of such Series which have been replaced or paid or Secu- rities of such Series for whose payment money or securities have theretofore been held in trust deposit and thereafter repaid to the Company, as provided in Sec- tion 8.03) have been delivered to the Trustee for cancellation termination and the Company has paid all sums payable by it hereunder, or (b) ifsuch Holders (and future Holders) will be subject to tax in the same amount, following manner and timing as if such deposit and termination has not occurred and (ii) an Officers' Certificate to the effect that under the laws in effect on the date on which the Company shall have given notice to the Trustee of its intention to defease all of the Securities of such Series, the Company has irrevocably de- posited or caused to be money and/or Eligible Instruments are deposited with the Trustee or a Paying Agent (other than Trustee, the Company or a Subsidiary)amount thereof will be sufficient, under the terms after payment of an irrevocable trust agreement all Federal, state and local taxes in form and substance satisfactory respect thereof payable to the Trustee and any such Pay- ing Agent, as trust funds in trust solely for the benefit of the Holders for that purpose, (i) in the case of any Securities of any Series denominated in United States dollars, an amount of cash sufficient to pay principal of and interest on such outstanding Securities at their respective Stated Maturities, or direct non-callable obligations of, or non-callable obligations guaranteed by, the United States of America for the payment of which guarantee or obliga- tion the full faith and credit of the United States is pledged, including but not limited to depository receipts issued by a bank as custodian with respect to any such security held by the custodian for the benefit of the holder of such depository receipt ("U.S. Government Obligations"), maturing as to prin- cipal and interest in such amounts and at such times as are sufficient without consideration of any reinvestment of such interestTrustee, to pay principal of (and premium, if any) and interest when due on the Debt Securities of such outstanding Securities at their respective Stated Maturities series and (ii) in any coupons appertaining thereto. It shall be an additional condition to the case deposit of any cash and/or Eligible Instruments and the termination of the Company's obligations under Sections 10.4 and 10.5 pursuant to the provisions of this Section, with respect to the Debt Securities of any Series denominated series then listed on the New York Stock Exchange, that the Company deliver an Opinion of Counsel that the Debt Securities of such series will not be delisted from the New York Stock Exchange as a result of such deposit and termination. After a deposit as provided herein, the Trustee shall, upon Company request, acknowledge in any cur- rency other than United States dollars, an amount writing the discharge of the Required Currency sufficientCompany's obligations with respect to the Debt Securities of such series under Sections 10.4 and 10.5 pursuant to the provisions of this Section.

Termination of Company's Obligations. The Company may terminate its obligations under the any series of Securities of any Series and this Indenture with respect to such Seriesseries, except those obligations re- ferred referred to in the immediately succeeding paragraph, if: (a) if all such series of Securities of such Series previously authenticated and delivered (other than mutilated, destroyed, lost or stolen Securities of such Series which have been replaced or such series of Securities which are paid for pursuant to Section 4.01 or Secu- rities such series of such Series Securities for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Sec- tion Section 8.03) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder, hereunder with respect to such series; or (bb)(1) if, following the date on which the Company shall have given notice such series of Securities mature within one year or all of them are to be called for redemption within one year after arrangements satisfactory to the Trustee for giving the notice of its intention to defease all of the Securities of such Series, redemption; and (b)(2) the Company has irrevocably de- posited deposited or caused to be deposited with the Trustee or a Paying Agent (other than the Company or a Subsidiary)Trustee, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee and any during such Pay- ing Agentone- year period, as trust funds in trust trust, specifically pledged as security for, and dedicated solely for to, the benefit of the Holders for that purposeof such series of Securities, (iA) money in the case of any Securities of any Series denominated in United States dollars, an amount of cash sufficient to pay principal of and interest on such outstanding Securities at their respective Stated Maturitiesamount, or direct non-callable obligations of, or non-callable obligations guaranteed by, the United States of America for (B) U.S. Government Obligations which through the payment of which guarantee or obliga- tion the full faith interest and credit of the United States is pledgedprincipal in respect thereof in accordance with their terms will, including but not limited to depository receipts issued by a bank as custodian with respect to any such security held by the custodian for the benefit of the holder of such depository receipt ("U.S. Government Obligations"), maturing as to prin- cipal and interest in such amounts and at such times as are sufficient without consideration of any reinvestment of such interest, provide not later than the opening of business on the relevant due date, money in an amount, or (C) a combination thereof, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, sufficient to pay and discharge the principal of, and each installment of interest on, such series of Securities then outstanding on the date of maturity of such principal or installment of interest or the redemption date, as the case may be; or (c)(1) the Company has irrevocably deposited or caused to be deposited with the Trustee, as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such series of Securities, (A) money in an amount, or (B) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will, without consideration of any reinvestment of such interest, provide not later than the opening of business on the relevant due date, money in an amount, or (C) a combination thereof, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, sufficient to pay and discharge the principal of and each installment of interest on such series of Securities then outstanding Securities at their respective Stated Maturities on the date of maturity of such principal or installment of interest, or, on the redemption date, as the case may be; and (iic)(2) the Company delivers to the Trustee an Officers' Certificate and an Opinion of Counsel each stating that all conditions precedent provided for in clause (c) and in Section 4.11 relating to the case satisfaction and discharge of any this Indenture with respect to such series of Securities of any Series denominated in any cur- rency other than United States dollarshave been complied with. Notwithstanding the foregoing clause (c), an amount prior to the end of the Required Currency sufficient90-day period referred to in clause (6)(ii) of Section 4.11, none of the Company's obligations under this Indenture shall be discharged, and subsequent to the end of the 90-day period only the Company's obligations in Sections 3.03, 3.04, 3.05, 3.06, 3.07, 4.01, 4.02, 7.07, 7.08, 8.03 and 8.04 shall survive until such series of Securities are no longer outstanding. Thereafter, the Company's obligations in Sections 7.07, 8.03 and 8.04 shall survive; provided, that the Company shall pay any taxes or other costs and expenses incurred by any trust created pursuant to this Article Eight. After any such irrevocable deposit and after satisfaction of all the conditions of this Section 8.01, the Trustee, upon the Company's request, shall acknowledge in writing the discharge of the Company's obligations under the subject Securities and this Indenture, except for those surviving obligations specified above. The Trustee shall not be responsible for any calculations made by the Company in connection with the deposit of funds pursuant to clauses (b)(2) or (c)(1) of this Section 8.01. SECTION 8.02.

Termination of Company's Obligations. The Company may terminate all of its obligations under the Securities of any Series series and this Indenture with respect to the Securities of such Series, except those obligations re- ferred to in the immediately succeeding paragraph, series if either (a1) if all Securities of such Series series previously authenticated and delivered (other than destroyed, lost or stolen Securities of such Series which have been replaced or paid or Secu- rities of such Series Securities for whose payment money or securities have (or, if permitted by the terms of such Securities, securities) has theretofore been held in trust and thereafter repaid to the Company, as provided in Sec- tion Section 8.03) have been delivered to the Trustee for cancellation and cancellation; or (2) (i) the Company has paid irrevocably deposits in trust with the Trustee money or U.S. Government Obligations sufficient to pay the principal of and interest, if any, on all sums payable by it hereunder, Securities of such series not theretofore cancelled or (b) if, following the date on which the Company shall have given notice delivered to the Trustee for cancellation (other than destroyed, lost or stolen Securities which have been replaced or paid or Securities for whose payment money (or, if permitted by the terms of its intention such Securities, securities) has theretofore been held in trust and thereafter repaid to defease the Company, as provided in Section 8.03) to maturity or redemption, as the case may be and (ii) the Company delivers to the Trustee an opinion of counsel to the effect that, based upon the Company's receipt from, or the publication by, the Internal Revenue Service of a ruling or a change in law, the holders of the Securities will not recognize income, gain or loss for United States federal income tax purposes as a result of the deposit, defeasance and discharge and will be subject to United States federal income tax on the same amount in the same manner and at the same times as would have been the case if such deposit, defeasance or discharge had not occurred. The Company's obligations in Sections 2.05, 2.06, 2.07, 2.08, 2.09, 4.01, 7.07, 7.08 and 8.03 of this Indenture, however, shall survive until the Securities of such series are no longer outstanding. Thereafter, the Company's obligations in Sections 7.07 and 8.03 shall survive. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series, if money or U.S. Government Obligations shall have been deposited with the Trustee pursuant to clause (2) of the first paragraph of this Section, the obligations of the Trustee under Section 8.02 and the second sentence of Section 8.03 shall survive. After a deposit and if all other conditions thereto are met, the Trustee for the Securities of such series shall be required to execute an instrument acknowledging satisfaction and discharge of this Indenture with respect to such Securities, except for those surviving obligations specified above; provided, however, that the Trustee shall not be required to execute such instrument until the expiration of 90 days after the date of a deposit and that such instrument may be made subject to the condition that such deposit had been in compliance with any applicable terms of the Securities of such Seriesseries relating to subordination (as contemplated by Article Ten and Section 2.02). In order to have money available on a payment date to pay the principal of or interest, if any, on the Securities, the Company has irrevocably de- posited U.S. Government Obligations shall be payable as to principal or caused to be deposited with the Trustee or a Paying Agent (other than the Company or a Subsidiary), under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee and any such Pay- ing Agent, as trust funds in trust solely for the benefit of the Holders for that purpose, (i) in the case of any Securities of any Series denominated in United States dollars, an amount of cash sufficient to pay principal of and interest on or before such outstanding Securities at their respective Stated Maturities, or direct non-callable obligations of, or non-callable obligations guaranteed by, the United States of America for the payment of which guarantee or obliga- tion the full faith and credit of the United States is pledged, including but not limited to depository receipts issued by a bank as custodian with respect to any such security held by the custodian for the benefit of the holder of such depository receipt ("U.S. Government Obligations"), maturing as to prin- cipal and interest date in such amounts and as will provide the necessary money. U.S. Government Obligations shall not be callable at such times as are sufficient without consideration of any reinvestment of such interest, to pay principal of and interest on such outstanding Securities at their respective Stated Maturities and (ii) in the case of any Securities of any Series denominated in any cur- rency other than United States dollars, an amount of the Required Currency sufficientissuer's opinion.

Termination of Company's Obligations. The Company may terminate its obligations under the Securities of any Series and this Indenture with respect to such Seriesany Series of Securities, except those obligations re- ferred on the terms and subject to the conditions contained in this Indenture, by depositing in trust with the immediately succeeding paragraphTrustee money or U.S. Government Obligations sufficient to pay principal, (a) premium and interest, if all Securities of any, on such Series previously authenticated and delivered (other than destroyedto redemption or maturity, lost or stolen Securities of such Series which have been replaced or paid or Secu- rities of such Series for whose payment money or securities have theretofore been held in trust and thereafter repaid to provided that the Company, as provided in Sec- tion 8.03) have been delivered Company shall deliver to the Trustee for cancellation and an Opinion of Counsel based on the Company fact that (x) the Issuer has paid all sums payable by it hereunderreceived from, or there has been published by, the Internal Revenue Service a ruling or (by) if, following since the date on which hereof, there has been a change in the Company shall have given notice applicable Federal income tax law, in either case to the Trustee of its intention to defease all effect that, and such opinion shall confirm that, the Holders of the Securities of such Series will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to Federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred; and the Issuer 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. Upon the termination of the Company's obligations with respect to all the Securities of a Series, the Company has irrevocably de- posited or caused to be deposited with Trustee, at the Trustee or a Paying Agent (other than the Company or a Subsidiary), under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee and any such Pay- ing Agent, as trust funds in trust solely for the benefit request of the Holders for that purposeCompany, (i) shall release its rights and interests with respect to such Series of Securities in any security granted by the case of any Securities of any Series denominated Company. The Company's obligations in United States dollarsSections 2.06, an amount of cash sufficient to pay principal of 2.07, 2.08, 2.09, 2.10, 7.07, 7.08 and interest on such outstanding Securities at their respective Stated Maturities, or direct non-callable obligations of, or non-callable obligations guaranteed by, the United States of America for the payment of which guarantee or obliga- tion the full faith and credit of the United States is pledged, including but not limited to depository receipts issued by a bank as custodian 8.03 with respect to any such security held by Series of Securities shall survive until all the custodian for the benefit of the holder of such depository receipt ("U.S. Government Obligations"), maturing as to prin- cipal and interest in such amounts and at such times as are sufficient without consideration of any reinvestment of such interest, to pay principal of and interest on such outstanding Securities at their respective Stated Maturities and (ii) in the case of any Securities of any that Series denominated are no longer Outstanding. Thereafter, the Company's obligations in any cur- rency other than United States dollars, an amount of the Required Currency sufficientSections 7.07 and 8.03 shall survive.

Termination of Company's Obligations. The Company may terminate all of its obligations under the Securities of any Series series and this Indenture with respect to the Securities of such Series, except those obligations re- ferred to in the immediately succeeding paragraph, series if either (a1) if all Securities of such Series series previously authenticated and delivered (other than destroyed, lost or stolen Securities of such Series which have been replaced or paid or Secu- rities of such Series Securities for whose payment money or securities have (or, if permitted by the terms of such Securities, securities) has theretofore been held in trust and thereafter repaid to the Company, as provided in Sec- tion Section 8.03) have been delivered to the Trustee for cancellation and cancellation; or (2) the Company has paid irrevocably deposits in trust with the Trustee money or U.S. Government Obligations sufficient to pay the principal of and interest, if any, on all sums payable by it hereunder, Securities of such series not theretofore cancelled or (b) if, following the date on which the Company shall have given notice delivered to the Trustee for cancellation (other than destroyed, lost or stolen Securities which have been replaced or paid or Securities for whose payment money (or, if permitted by the terms of its intention such Securities, securities) has theretofore been held in trust and thereafter repaid to defease the Company, as provided in Section 8.03) to maturity or redemption, as the case may be. The Company's obligations in Sections 2.05, 2.06, 2.07, 2.08, 2.09, 4.01, 7.07, 7.08 and 8.03 of this Indenture, however, shall survive until the Securities of such series are no longer outstanding. Thereafter, the Company's obligations in Sections 7.07 and 8.03 shall survive. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series, if money or U.S. Government Obligations shall have been deposited with the Trustee pursuant to clause (2) of the first paragraph of this Section, the obligations of the Trustee under Section 8.02 and the second sentence of Section 8.03 shall survive. After a deposit and if all other conditions thereto are met, the Trustee for the Securities of such series shall be required to execute an instrument acknowledging satisfaction and discharge of this Indenture with respect to such Securities, except for those surviving obligations specified above; PROVIDED, HOWEVER, that the Trustee shall not be required to execute such instrument until the expiration of 90 days after the date of a deposit and that such instrument may be made subject to the condition that such deposit had been in compliance with any applicable terms of the Securities of such Seriesseries relating to subordination (as contemplated by Article Ten and Section 2.02). In order to have money available on a payment date to pay the principal of or interest, if any, on the Securities, the Company has irrevocably de- posited U.S. Government Obligations shall be payable as to principal or caused to be deposited with the Trustee or a Paying Agent (other than the Company or a Subsidiary), under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee and any such Pay- ing Agent, as trust funds in trust solely for the benefit of the Holders for that purpose, (i) in the case of any Securities of any Series denominated in United States dollars, an amount of cash sufficient to pay principal of and interest on or before such outstanding Securities at their respective Stated Maturities, or direct non-callable obligations of, or non-callable obligations guaranteed by, the United States of America for the payment of which guarantee or obliga- tion the full faith and credit of the United States is pledged, including but not limited to depository receipts issued by a bank as custodian with respect to any such security held by the custodian for the benefit of the holder of such depository receipt ("U.S. Government Obligations"), maturing as to prin- cipal and interest date in such amounts and as will provide the necessary money. U.S. Government Obligations shall not be callable at such times as are sufficient without consideration of any reinvestment of such interest, to pay principal of and interest on such outstanding Securities at their respective Stated Maturities and (ii) in the case of any Securities of any Series denominated in any cur- rency other than United States dollars, an amount of the Required Currency sufficientissuer's option.

Termination of Company's Obligations. The With respect to any series of Debt Securities, if the Company may deposits irrevocably in trust with the Trustee money and/or, to the extent such Debt Securities are denominated and payable in Dollars only, Eligible Instruments the payments of principal and interest on which when due (and without reinvestment and providing no tax liability will be imposed upon the Trustee or the Holders of such Debt Securities) will provide money in such amounts as will (together with any money irrevocably deposited in trust with the Trustee, without investment) be sufficient to pay principal (and premium, if any) and interest when due on the Debt Securities of such series and any coupons appertaining thereto and any mandatory sinking fund, repayment or analogous payments thereon on the scheduled due dates therefor at the Stated Maturity thereof, the Company's obligations under Section 1005 shall terminate with respect to the Debt Securities of the series for which such deposit was made; provided, however, that (i) no Event of Default with respect to the Debt Securities of such series under Section 501(1) or 501(2) or event that with notice or lapse of time or both would constitute such an Event of Default shall have occurred and be continuing on such date and (ii) such termination shall not relieve the Company of its obligations under the Debt Securities of such series and this Indenture to pay when due the principal of (and premium, if any) and interest and additional amounts on such Debt Securities and any coupons appertaining thereto if such Debt Securities or coupons are not paid (or payment is not provided for) when due from the money and Eligible Instruments (and the proceeds thereof) so deposited. It shall be a condition to the deposit of cash and/or Eligible Instruments and the termination of the Company's obligations with respect to the Debt Securities of any Series and series under Section 1005 pursuant to the provisions of this Indenture with respect Section that the Company deliver to such Series, except those obligations re- ferred the Trustee (i) an opinion of nationally recognized independent tax counsel to in the immediately succeeding paragraph, effect that: (a) if all Holders of Debt Securities of such Series previously authenticated series and delivered (other than destroyedany coupons appertaining thereto will not recognize income, lost gain or stolen Securities loss for Federal income tax purposes as a result of such Series which have been replaced or paid or Secu- rities of such Series for whose payment money or securities have theretofore been held in trust deposit and thereafter repaid to the Company, as provided in Sec- tion 8.03) have been delivered to the Trustee for cancellation termination and the Company has paid all sums payable by it hereunder, or (b) ifsuch Holders (and future Holders) will be subject to tax in the same amount, following manner and timing as if such deposit and termination has not occurred and (ii) an Officers' Certificate to the effect that under the laws in effect on the date on which the Company shall have given notice to the Trustee of its intention to defease all of the Securities of such Series, the Company has irrevocably de- posited or caused to be money and/or Eligible Instruments are deposited with the Trustee or a Paying Agent (other than the Company or a Subsidiary), under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee and any such Pay- ing Agent, as trust funds in trust solely for the benefit of the Holders for that purpose, (i) in the case of any Securities of any Series denominated in United States dollars, an amount of cash sufficient to pay principal of and interest on such outstanding Securities at their respective Stated Maturities, or direct non-callable obligations of, or non-callable obligations guaranteed byTrustee, the United States of America for the amount thereof will be sufficient, after payment of which guarantee or obliga- tion the full faith all Federal, state and credit of the United States is pledged, including but not limited to depository receipts issued by a bank as custodian with local taxes in respect to any such security held thereof payable by the custodian for the benefit of the holder of such depository receipt ("U.S. Government Obligations"), maturing as to prin- cipal and interest in such amounts and at such times as are sufficient without consideration of any reinvestment of such interestTrustee, to pay principal of (and premium, if any) and interest when due on the Debt Securities of such outstanding Securities at their respective Stated Maturities series and (ii) in any coupons appertaining thereto. It shall be an additional condition to the case deposit of any cash and/or Eligible Instruments and the termination of the Company's obligations under Section 1005 pursuant to the provisions of this Section, with respect to the Debt Securities of any Series denominated in any cur- rency other than United States dollarsseries then listed on the New York Stock Exchange, that the Company deliver an amount Opinion of Counsel that the Required Currency sufficientDebt Securities of such series will not be delisted from the New York Stock Exchange as a result of such deposit and termination.

Termination of Company's Obligations. The If this Section 1501 is specified, as contemplated by Section 301, to be applicable to any series of Debt Securities and if the Company may terminate its obligations under deposits irrevocably in trust with the Securities Trustee money and/or Government Obligations the payments of principal and interest on which when due (and without reinvestment) will provide money in such amounts as will (together with any Series money irrevocably deposited in trust with the Trustee, without investment) be sufficient to pay the principal of (and this Indenture with respect to such Seriespremium, except those obligations re- ferred to in if any) and any installment of principal of (and premium, if any) or interest when due on the immediately succeeding paragraph, (a) if all Debt Securities of such Series previously authenticated series and delivered (other than destroyed, lost or stolen Securities any coupons appertaining thereto on the Stated Maturity of such Series which have been replaced principal or paid or Secu- rities of interest or, if such Series for whose payment money or securities have theretofore been held in trust and thereafter repaid series may be redeemed by the Company prior to the Company, as provided in Sec- tion 8.03) have been delivered to the Trustee for cancellation Stated Maturity thereof and the Company has paid all sums payable by it hereunder, or (b) if, following the date on which the Company shall have given notice irrevocable instructions to the Trustee to effect such redemption, at the date fixed for such redemption pursuant to Article Eleven, and any mandatory sinking fund, repayment or analogous payments thereon on the scheduled due dates therefor, the Company’s obligations under Sections 801, 1005, and 1007 and any other covenant determined pursuant to Section 301 to be subject to this Section shall terminate and Sections 501(4) (with respect to Sections 801, 1005, and 1007), 501(5), 501(6), 501(7) and 501(8) (if specified as contemplated by Section 301) shall be deemed not to be an Event of its intention Default, in each case with respect to defease all the Debt Securities of the series for which such deposit was made; provided, however, that (i) no Event of Default with respect to the Debt Securities of such Seriesseries under Section 501(6) or 501(7) or event that with notice or lapse of time or both would constitute such an Event of Default shall have occurred and be continuing on the 91st day after such date, (ii) such deposit will not result in a breach of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company has irrevocably de- posited is a party or caused by which it is bound, and (iii) such termination shall not relieve the Company of its obligations under the Debt Securities of such series and this Indenture to pay when due the principal of (and premium, if any) and interest and additional amounts on such Debt Securities if such amounts are not paid (or payment is not provided for) when due from the money and Government Obligations (and the proceeds thereof) so deposited. It shall be a condition to the deposit of cash and/or Government Obligations and the termination of the Company’s obligations pursuant to the provisions of this Section with respect to the Debt Securities of any series under Sections 801, 1005, and 1007 and any other covenant determined pursuant to Section 301 to be subject to this Section and the inapplicability of the Events of Default contained in Sections 501(4), 501(5), 501(6), 501(7) and 501(8) to the extent set forth above pursuant to the provisions of this Section with respect to Debt Securities of any series that the Company deliver to the Trustee (i) an Officers’ Certificate to the effect that under the laws in effect on the date such money and/or Government Obligations are deposited with the Trustee or a Paying Agent (other than the Company or a Subsidiary), under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee and any such Pay- ing Agent, as trust funds in trust solely for the benefit of the Holders for that purpose, (i) in the case of any Securities of any Series denominated in United States dollars, an amount of cash sufficient to pay principal of and interest on such outstanding Securities at their respective Stated Maturities, or direct non-callable obligations of, or non-callable obligations guaranteed byTrustee, the United States of America for the amount thereof will be sufficient, after payment of which guarantee or obliga- tion the full faith all Federal, state and credit of the United States is pledged, including but not limited to depository receipts issued by a bank as custodian with local taxes in respect to any such security held thereof payable by the custodian for the benefit of the holder of such depository receipt ("U.S. Government Obligations"), maturing as to prin- cipal and interest in such amounts and at such times as are sufficient without consideration of any reinvestment of such interestTrustee, to pay principal of (and premium, if any) and interest when due on the Debt Securities of such outstanding Securities at their respective Stated Maturities series; and (ii) an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the defeasance contemplated in this Section have been complied with. It shall be an additional condition to the case deposit of cash and/or Government Obligations and the termination of the Company’s obligations pursuant to the provisions of this Section under Sections 801, 1005, and 1007 and any other covenant determined pursuant to Section 301 to be subject to this Section and the inapplicability of the Events of Default contained in Section 501(4), 501(5), 501(6), 501(7) and 501(8) to the extent set forth above pursuant to the provisions of this Section, with respect to the Debt Securities of any Series denominated series then listed on any securities exchange, that the Company deliver an Opinion of Counsel that the Debt Securities of such series will not be delisted from such exchange as a result of such deposit and termination. After a deposit as provided herein, the Trustee shall, upon Company Request, acknowledge in any cur- rency other than United States dollars, an amount writing the discharge of the Required Currency sufficientCompany’s obligations pursuant to the provisions of this Section with respect to the Debt Securities of such series under Sections 801, 1005 and 1007 and any other covenant determined pursuant to Section 301 to be subject to this Section and the inapplicability of the Events of Default contained in Sections 501(4), 501(5), 501(6), 501(7) and 501(8) to the extent set forth above.

Termination of Company's Obligations. The With respect to any series of Debt Securities, if the Company may deposits irrevocably in trust with the Trustee money and/or, to the extent such Debt Securities are denominated and payable in Dollars only, Eligible Instruments the payments of principal and interest on which when due (and without reinvestment and providing no tax liability will be imposed upon the Trustee or the Holders of such Debt Securities) will provide money in such amounts as will (together with any money irrevocably deposited in trust with the Trustee, without investment) be sufficient to pay principal (and premium, if any) and interest when due on the Debt Securities of such series and any coupons appertaining thereto and any mandatory sinking fund, repayment or analogous payments thereon on the scheduled due dates therefor at the Stated Maturity thereof, the Company's obligations under Section 1005 shall terminate with respect to the Debt Securities of the series for which such deposit was made; provided, however, that (i) no Event of Default with respect to the Debt Securities of such series under Section 501(1) or 501(2) or event that with notice or lapse of time or both would constitute such an Event of Default shall have occurred and be continuing on such date and (ii) such termination shall not relieve the Company of its obligations under the Debt Securities of such series and this Indenture to pay when due the principal of (and premium, if any) and interest and additional amounts on such Debt Securities and any coupons appertaining thereto if such Debt Securities or coupons are not paid (or payment is not provided for) when due from the money and Eligible Instruments (and the proceeds thereof) so deposited. It shall be a condition to the deposit of cash and/or Eligible Instruments and the termination of the Company's obligations with respect to the Debt Securities of any Series and series under Section 1005 pursuant to the provisions of this Indenture with respect Section that the Company deliver to such Series, except those obligations re- ferred the Trustee (i) an opinion of nationally recognized independent tax counsel to in the immediately succeeding paragraph, effect that: (a) if all Holders of Debt Securities of such Series previously authenticated series and delivered (other than destroyedany coupons appertaining thereto will not recognize income, lost gain or stolen Securities loss for Federal income tax purposes as a result of such Series which have been replaced or paid or Secu- rities of such Series for whose payment money or securities have theretofore been held in trust deposit and thereafter repaid to the Company, as provided in Sec- tion 8.03) have been delivered to the Trustee for cancellation termination and the Company has paid all sums payable by it hereunder, or (b) ifsuch Holders (and future Holders) will be subject to tax in the same amount, following manner and timing as if such deposit and termination has not occurred and (ii) an Officers' Certificate to the effect that under the laws in effect on the date on which the Company shall have given notice to the Trustee of its intention to defease all of the Securities of such Series, the Company has irrevocably de- posited or caused to be money and/or Eligible Instruments are deposited with the Trustee or a Paying Agent (other than the Company or a Subsidiary), under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee and any such Pay- ing Agent, as trust funds in trust solely for the benefit of the Holders for that purpose, (i) in the case of any Securities of any Series denominated in United States dollars, an amount of cash sufficient to pay principal of and interest on such outstanding Securities at their respective Stated Maturities, or direct non-callable obligations of, or non-callable obligations guaranteed byTrustee, the United States of America for the amount thereof will be sufficient, after payment of which guarantee or obliga- tion the full faith all Federal, state and credit of the United States is pledged, including but not limited to depository receipts issued by a bank as custodian with local taxes in respect to any such security held thereof payable by the custodian for the benefit of the holder of such depository receipt ("U.S. Government Obligations"), maturing as to prin- cipal and interest in such amounts and at such times as are sufficient without consideration of any reinvestment of such interestTrustee, to pay principal of (and premium, if any) and interest when due on the Debt Securities of such outstanding Securities at their respective Stated Maturities series and (ii) in any coupons appertaining thereto. It shall be an additional condition to the case deposit of any cash and/or Eligible Instruments and the termination of the Company's obligations under Section 1005 pursuant to the provisions of this Section, with respect to the Debt Securities of any Series denominated series then listed on the New York Stock Exchange, that the Company deliver an Opinion of Counsel that the Debt Securities of such series will not be delisted from the New York Stock Exchange as a result of such deposit and termination. After a deposit as provided herein, the Trustee shall, upon Company Request, acknowledge in any cur- rency other than United States dollars, an amount writing the discharge of the Required Currency sufficientCompany's obligations with respect to the Debt Securities of such series under Section 1005 pursuant to the provisions of this Section.

Termination of Company's Obligations. The If this Section 1701 is specified, as contemplated by Section 301, to be applicable to any series of Debt Securities and if the Company may deposits irrevocably in trust with the Trustee money and/or, to the extent such Debt Securities are denominated and payable in Dollars only, Eligible Instruments the payments of principal and interest on which when due (and without reinvestment and providing no tax liability will be imposed upon the Trustee or the Holders of such Debt Securities) will provide money in such amounts as will (together with any money irrevocably deposited in trust with the Trustee, without investment) be sufficient to pay the principal of (and premium, if any) and any installment of principal of (and premium, if any) or interest (including any Additional Interest) when due on the Debt Securities of such series and any coupons appertaining thereto and any mandatory sinking fund, repayment or analogous payments thereon on the scheduled due dates therefor at the Stated Maturity thereof, the Company's obligations under any covenant determined pursuant to Section 301 to be subject to this Section shall terminate with respect to the Debt Securities of the series for which such deposit was made; provided, however, that (i) no Event of Default with respect to the Debt Securities of such series under Section 501(6) or Section 501(7) or event that with notice or lapse of time or both would constitute such an Event of Default shall have occurred and be continuing on such date, (ii) such deposit will not result in a breach of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound, 100 and (iii) such termination shall not relieve the Company of its obligations under the Debt Securities of such series and this Indenture to pay when due the principal of (and premium, if any) and interest (including any Additional Interest) and additional amounts on such Debt Securities and any coupons appertaining thereto if such Debt Securities or coupons are not paid (or payment is not provided for) when due from the money and Eligible Instruments (and the proceeds thereof) so deposited. It shall be a condition to the deposit of cash and/or Eligible Instruments and the termination of the Company's obligations pursuant to the provisions of this Section with respect to the Debt Securities of any Series and series under any covenant determined pursuant to Section 301 to be subject to this Indenture with respect Section that the Company deliver to such Series, except those obligations re- ferred the Trustee (i) an Opinion of Counsel to in the immediately succeeding paragraph, effect that: (a) if all Holders of Debt Securities of such Series previously authenticated series and delivered (other than destroyedany coupons appertaining thereto will not recognize income, lost gain or stolen Securities loss for Federal income tax purposes as a result of such Series which have been replaced or paid or Secu- rities of such Series for whose payment money or securities have theretofore been held in trust deposit and thereafter repaid to the Company, as provided in Sec- tion 8.03) have been delivered to the Trustee for cancellation termination and the Company has paid all sums payable by it hereunder, or (b) ifsuch Holders (and future Holders) will be subject to tax in the same amount, following manner and timing as if such deposit and termination had not occurred, (ii) an Officers' Certificate to the effect that under the laws in effect on the date on which the Company shall have given notice to the Trustee of its intention to defease all of the Securities of such Series, the Company has irrevocably de- posited or caused to be money and/or Eligible Instruments are deposited with the Trustee or a Paying Agent (other than the Company or a Subsidiary), under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee and any such Pay- ing Agent, as trust funds in trust solely for the benefit of the Holders for that purpose, (i) in the case of any Securities of any Series denominated in United States dollars, an amount of cash sufficient to pay principal of and interest on such outstanding Securities at their respective Stated Maturities, or direct non-callable obligations of, or non-callable obligations guaranteed byTrustee, the United States of America for the amount thereof will be sufficient, after payment of which guarantee or obliga- tion the full faith all Federal, state and credit of the United States is pledged, including but not limited to depository receipts issued by a bank as custodian with local taxes in respect to any such security held thereof payable by the custodian for the benefit of the holder of such depository receipt ("U.S. Government Obligations"), maturing as to prin- cipal and interest in such amounts and at such times as are sufficient without consideration of any reinvestment of such interestTrustee, to pay principal of (and premium, if any) and interest (including any Additional Interest) when due on the Debt Securities of such outstanding Securities at their respective Stated Maturities series and any coupons appertaining thereto; and (iiiii) an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the defeasance contemplated in this Section have been complied with. It shall be an additional condition to the case deposit of cash and/or Eligible Instruments and the termination of the Company's obligations pursuant to the provisions of this Section under any covenant determined pursuant to Section 301 to be subject to this Section, with respect to the Debt Securities of any Series denominated series then listed on the New York Stock Exchange, that the Company deliver an Opinion of Counsel that the Debt Securities of such series will not be delisted from the New York Stock Exchange as a result of such deposit and termination. After a deposit as provided herein, the Trustee shall, upon Company Request, acknowledge in any cur- rency other than United States dollars, an amount writing the discharge of the Required Currency sufficientCompany's obligations pursuant to the provisions of this Section with respect to the Debt Securities of such series under any covenant determined pursuant to Section 301 to be subject to this Section.

Termination of Company's Obligations. The Company may terminate all of its obligations under the Securities of any Series series and this Indenture with respect to such Series, except those obligations re- ferred to in the immediately succeeding paragraph, (a) if all Securities of such Series series if either (1) all Secu- rities of such series previously authenticated and delivered (other than destroyed, lost or stolen Securities of such Series which have been replaced or paid or Secu- rities of such Series Securities for whose payment money or securities have (or, if permitted by the terms of such Securities, securities) has theretofore been held in trust and thereafter repaid to the Company, as provided in Sec- tion Section 8.03) have been delivered to the Trustee for cancellation and cancellation; or (2) (i) the Company has paid irrevocably deposits in trust with the Trustee money or U.S. Government Obligations sufficient to pay the principal of and interest, if any, on all sums payable by it hereunder, Securities of such series not theretofore cancelled or (b) if, following the date on which the Company shall have given notice delivered to the Trustee for cancellation (other than destroyed, lost or stolen Securities which have been replaced or paid or Securities for whose payment money (or, if permitted by the terms of its intention such Securities, securities) has theretofore been held in trust and thereafter repaid to defease the Company, as provided in Section 8.03) to maturity or redemption, as the case may be. The Company's obligations in Sections 2.05, 2.06, 2.07, 2.08, 2.09, 4.01, 7.07, 7.08 and 8.03 of this Indenture, however, shall survive until the Securities of such series are no longer outstanding. Thereafter, the Company's obligations in Sections 7.07 and 8.03 shall survive. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series, if money or U.S. Government Obligations shall have been deposited with the Trustee pursuant to clause (2) of the first paragraph of this Section, the obligations of the Trustee under Section 8.02 and the second sentence of Section 8.03 shall survive. After a deposit and if all other conditions thereto are met, the Trustee for the Securities of such series shall be required to execute an instrument acknowledging satisfaction and discharge of this Indenture with respect to such Securities, except for those surviving obligations specified above; provided, however, that the Trustee shall not be required to execute such instrument until the expiration of 90 days after the date of a deposit and that such instrument may be made subject to the condition that such deposit had been in compliance with any applicable terms of the Securities of such Seriesseries relating to subordination (as contemplated by Article Ten and Section 2.02). In order to have money available on a payment date to pay the principal of or interest, if any, on the Securities, the Company has irrevocably de- posited U.S. Government Obligations shall be payable as to principal or caused to be deposited with the Trustee or a Paying Agent (other than the Company or a Subsidiary), under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee and any such Pay- ing Agent, as trust funds in trust solely for the benefit of the Holders for that purpose, (i) in the case of any Securities of any Series denominated in United States dollars, an amount of cash sufficient to pay principal of and interest on or before such outstanding Securities at their respective Stated Maturities, or direct non-callable obligations of, or non-callable obligations guaranteed by, the United States of America for the payment of which guarantee or obliga- tion the full faith and credit of the United States is pledged, including but not limited to depository receipts issued by a bank as custodian with respect to any such security held by the custodian for the benefit of the holder of such depository receipt ("U.S. Government Obligations"), maturing as to prin- cipal and interest date in such amounts and as will provide the necessary money. U.S. Government Obligations shall not be callable at such times as are sufficient without consideration of any reinvestment of such interest, to pay principal of and interest on such outstanding Securities at their respective Stated Maturities and (ii) in the case of any Securities of any Series denominated in any cur- rency other than United States dollars, an amount of the Required Currency sufficientissuer's option.

Termination of Company's Obligations. The Company may terminate all of its obligations under the Securities of any Series series and this Indenture with respect to the Securities of such Series, except those obligations re- ferred to in the immediately succeeding paragraph, series if either (a1) if all Securities of such Series series previously authenticated and delivered (other than destroyed, lost or stolen Securities of such Series which have been replaced or paid or Secu- rities of such Series Securities for whose payment money or securities have (or, if permitted by the terms of such Securities, securities) has theretofore been held in trust and thereafter repaid to the Company, as provided in Sec- tion Section 8.03) have been delivered to the Trustee for cancellation and cancellation; or (2) the Company has paid irrevocably deposits in trust with the Trustee money or U.S. Government Obligations sufficient, in the opinion of a nationally recognized investment banking firm or firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay the principal of and interest, if any, on all sums payable by it hereunder, Securities of such series not theretofore cancelled or (b) if, following the date on which the Company shall have given notice delivered to the Trustee for cancellation (other than destroyed, lost or stolen Securities which have been replaced or paid or Securities for whose payment money (or, if permitted by the terms of its intention such Securities, securities) has theretofore been held in trust and thereafter repaid to defease the Company, as provided in Section 8.03) to maturity or redemption, as the case may be. The Company's obligations in Sections 2.05, 2.06, 2.07, 2.08, 2.09, 4.01, 7.07, 7.08 and 8.03 of this Indenture, however, shall survive until the Securities of such series are no longer outstanding. Thereafter, the Company's obligations in Sections 7.07 and 8.03 shall survive. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series, if money or U.S. Government Obligations shall have been deposited with the Trustee pursuant to clause (2) of the first paragraph of this Section 8.01, the obligations of the Trustee under Section 8.02 and the second sentence of Section 8.03 shall survive. After a deposit and if all other conditions thereto are met, the Trustee for the Securities of such series shall be required to execute an instrument acknowledging satisfaction and discharge of this Indenture with respect to such Securities, except for those surviving obligations specified above; PROVIDED, HOWEVER, that the Trustee shall not be required to execute such instrument until the expiration of 90 days after the date of a deposit and that such instrument may be made subject to the condition that such deposit had been in compliance with any applicable terms of the Securities of such Seriesseries relating to subordination (as contemplated by Article Ten and Section 2.02). In order to have money available on a payment date to pay the principal of or interest, if any, on the Securities, the Company has irrevocably de- posited U.S. Government Obligations shall be payable as to principal or caused to be deposited with the Trustee or a Paying Agent (other than the Company or a Subsidiary), under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee and any such Pay- ing Agent, as trust funds in trust solely for the benefit of the Holders for that purpose, (i) in the case of any Securities of any Series denominated in United States dollars, an amount of cash sufficient to pay principal of and interest on or before such outstanding Securities at their respective Stated Maturities, or direct non-callable obligations of, or non-callable obligations guaranteed by, the United States of America for the payment of which guarantee or obliga- tion the full faith and credit of the United States is pledged, including but not limited to depository receipts issued by a bank as custodian with respect to any such security held by the custodian for the benefit of the holder of such depository receipt ("U.S. Government Obligations"), maturing as to prin- cipal and interest date in such amounts and as will provide the necessary money. U.S. Government Obligations shall not be callable at such times as are sufficient without consideration of any reinvestment of such interest, to pay principal of and interest on such outstanding Securities at their respective Stated Maturities and (ii) in the case of any Securities of any Series denominated in any cur- rency other than United States dollars, an amount of the Required Currency sufficientissuer's option.

Termination of Company's Obligations. The With respect to any series of Debt Securities, if the Company may deposits irrevocably in trust with the Trustee money and/or, to the extent such Debt Securities are denominated and payable in Dollars only, Eligible Instruments the payments of principal and interest on which when due (and without reinvestment and providing no tax liability will be imposed upon the Trustee or the Holders of such Debt Securities) will provide money in such amounts as will (together with any money irrevocably deposited in trust with the Trustee, without investment) be sufficient to pay principal (and premium, if any) and interest when due on the Debt Securities of such series and any coupons appertaining thereto and any mandatory sinking fund, repayment or analogous payments thereon on the scheduled due dates therefor at the Stated Maturity thereof, the Company's obligations under Sections 1004 and 1005 shall terminate with respect to the Debt Securities of the series for which such deposit was made; provided however, that (i) no Event of Default with respect to the Debt Securities of such series under Section 501(6) or 501(7) or event that with notice or lapse of time or both would constitute such an Event of Default shall have occurred and be continuing on such date and (ii) such termination shall not relieve the Company of its obligations under the Debt Securities of such series and this Indenture to pay when due the principal of (and premium, if any) and interest and additional amounts on such Debt Securities and any coupons appertaining thereto if such Debt Securities or coupons are not paid (or payment is not provided for) when due from the money and Eligible Instruments (and the proceeds thereof) so deposited. It shall be a condition to the deposit of cash and/or Eligible Instruments and the termination of the Company's obligations with respect to the Debt Securities of any Series series under Sections 1004 and 1005 pursuant to the provisions of this Indenture with respect Section that the Company deliver to such Series, except those obligations re- ferred the Trustee (i) an opinion of nationally recognized independent tax counsel to in the immediately succeeding paragraph, effect that (a) if all Holders of Debt Securities of such Series previously authenticated series and delivered (other than destroyedany coupons appertaining thereto will not recognize income, lost gain or stolen Securities loss for Federal income tax purposes as a result of such Series which have been replaced or paid or Secu- rities of such Series for whose payment money or securities have theretofore been held in trust deposit and thereafter repaid to the Company, as provided in Sec- tion 8.03) have been delivered to the Trustee for cancellation termination and the Company has paid all sums payable by it hereunder, or (b) ifsuch Holders (and future Holders) will be subject to tax in the same amount, following manner and timing as if such deposit and termination has not occurred and (ii) an Officers' Certificate to the effect that under the laws in effect on the date on which the Company shall have given notice to the Trustee of its intention to defease all of the Securities of such Series, the Company has irrevocably de- posited or caused to be money and/or Eligible Instruments are deposited with the Trustee or a Paying Agent (other than the Company or a Subsidiary), under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee and any such Pay- ing Agent, as trust funds in trust solely for the benefit of the Holders for that purpose, (i) in the case of any Securities of any Series denominated in United States dollars, an amount of cash sufficient to pay principal of and interest on such outstanding Securities at their respective Stated Maturities, or direct non-callable obligations of, or non-callable obligations guaranteed byTrustee, the United States of America for the amount thereof will be sufficient, after payment of which guarantee or obliga- tion the full faith all Federal, state and credit of the United States is pledged, including but not limited to depository receipts issued by a bank as custodian with local taxes in respect to any such security held thereof payable by the custodian for the benefit of the holder of such depository receipt ("U.S. Government Obligations"), maturing as to prin- cipal and interest in such amounts and at such times as are sufficient without consideration of any reinvestment of such interestTrustee, to pay principal of (and premium, if any) and interest when due on the Debt Securities of such outstanding Securities at their respective Stated Maturities series and (ii) in any coupons appertaining thereto. It shall be an additional condition to the case deposit of any cash and/or Eligible Instruments and the termination of the Company's obligations under Sections 1004 and 1005 pursuant to the provisions of this Section, with respect to the Debt Securities of any Series denominated series then listed on the New York Stock Exchange, that the Company deliver an Opinion of Counsel that the Debt Securities of such series will not be delisted from the New York Stock Exchange as a result of such deposit and termination. After a deposit as provided herein, the Trustee shall, upon Company Request, acknowledge in any cur- rency other than United States dollars, an amount writing the discharge of the Required Currency sufficientCompany's obligations with respect to the Debt Securities of such series under Sections 1004 and 11005 pursuant to the provisions of this Section.

Termination of Company's Obligations. The If this Section 1701 is specified, as contemplated by Section 301, to be applicable to any series of Debt Securities and if the Company may deposits irrevocably in trust with the Trustee money and/or, to the extent such Debt Securities are denominated and payable in Dollars only, Eligible Instruments the payments of principal and interest on which when due (and without reinvestment and providing no tax liability will be imposed upon the Trustee or the Holders of such Debt Securities) will provide money in such amounts as will (together with any money irrevocably deposited in trust with the Trustee, without investment) be sufficient to pay the principal of (and premium, if any) and any installment of principal of (and premium, if any) or interest (including any Additional Interest) when due on the Debt Securities of such series and any coupons appertaining thereto and any mandatory sinking fund, repayment or analogous payments thereon on the scheduled due dates therefor at the Stated Maturity thereof, the Company's obligations under any covenant determined pursuant to Section 301 to be subject to this Section shall terminate with respect to the Debt Securities of the series for which such deposit was made; provided, however, that (i) no Event of Default with respect to the Debt Securities of such series under Section 501(3) or Section 501(4) or event that with notice or lapse of time or both would constitute such an Event of Default shall have occurred and be continuing on such date, (ii) such deposit will not result in a breach of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound, and (iii) such termination shall not relieve the Company of its obligations under the Debt Securities of such series and this Indenture to pay when due the principal of (and premium, if any) and interest (including any Additional Interest) and additional amounts on such Debt Securities and any coupons appertaining thereto if such Debt Securities or coupons are not paid (or payment is not provided for) when due from the money and Eligible Instruments (and the proceeds thereof) so deposited. It shall be a condition to the deposit of cash and/or Eligible Instruments and the termination of the Company's obligations pursuant to the provisions of this Section with respect to the Debt Securities of any Series and series under any covenant determined pursuant to Section 301 to be subject to this Indenture with respect Section that the Company deliver to such Series, except those obligations re- ferred the Trustee (i) an Opinion of Counsel to in the immediately succeeding paragraph, effect that: (a) if all Holders of Debt Securities of such Series previously authenticated series and delivered (other than destroyedany coupons appertaining thereto will not recognize income, lost gain or stolen Securities loss for Federal income tax purposes as a result of such Series which have been replaced or paid or Secu- rities of such Series for whose payment money or securities have theretofore been held in trust deposit and thereafter repaid to the Company, as provided in Sec- tion 8.03) have been delivered to the Trustee for cancellation termination and the Company has paid all sums payable by it hereunder, or (b) ifsuch Holders (and future Holders) will be subject to tax in the same amount, following manner and timing as if such deposit and termination had not occurred, (ii) an Officers' Certificate to the effect that under the laws in effect on the date on which the Company shall have given notice to the Trustee of its intention to defease all of the Securities of such Series, the Company has irrevocably de- posited or caused to be money and/or Eligible Instruments are deposited with the Trustee or a Paying Agent (other than the Company or a Subsidiary), under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee and any such Pay- ing Agent, as trust funds in trust solely for the benefit of the Holders for that purpose, (i) in the case of any Securities of any Series denominated in United States dollars, an amount of cash sufficient to pay principal of and interest on such outstanding Securities at their respective Stated Maturities, or direct non-callable obligations of, or non-callable obligations guaranteed byTrustee, the United States of America for the amount thereof will be sufficient, after payment of which guarantee or obliga- tion the full faith all Federal, state and credit of the United States is pledged, including but not limited to depository receipts issued by a bank as custodian with local taxes in respect to any such security held thereof payable by the custodian for the benefit of the holder of such depository receipt ("U.S. Government Obligations"), maturing as to prin- cipal and interest in such amounts and at such times as are sufficient without consideration of any reinvestment of such interestTrustee, to pay principal of (and premium, if any) and interest (including any Additional Interest) when due on the Debt Securities of such outstanding Securities at their respective Stated Maturities series and any coupons appertaining thereto; and (iiiii) an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the defeasance contemplated in this Section have been complied with. It shall be an additional condition to the case deposit of cash and/or Eligible Instruments and the termination of the Company's obligations pursuant to the provisions of this Section under any covenant determined pursuant to Section 301 to be subject to this Section, with respect to the Debt Securities of any Series denominated series then listed on a domestic or foreign securities exchange that the Company deliver an Opinion of Counsel that the Debt Securities of such series will not be delisted from the exchange as a result of such deposit and termination. After a deposit as provided herein, the Trustee shall, upon Company Request, acknowledge in any cur- rency other than United States dollars, an amount writing the discharge of the Required Currency sufficientCompany's obligations pursuant to the provisions of this Section with respect to the Debt Securities of such series under any covenant determined pursuant to Section 301 to be subject to this Section.

Termination of Company's Obligations. The 72 79 If this Section 1501 is specified, as contemplated by Section 301, to be applicable to any series of Debt Securities and if the Company may deposits irrevocably in trust with the Trustee money and/or, to the extent such Debt Securities are denominated and payable in Dollars only, Eligible Instruments the payments of principal and interest on which when due (and without reinvestment and providing no tax liability will be imposed upon the Trustee or the Holders of such Debt Securities) will provide money in such amounts as will (together with any money irrevocably deposited in trust with the Trustee, without investment) be sufficient to pay the principal of (and premium, if any) and any installment of principal of (and premium, if any) or interest when due on the Debt Securities of such series and any coupons appertaining thereto and any mandatory sinking fund, repayment or analogous payments thereon on the scheduled due dates therefor at the Stated Maturity thereof, the Company's obligations under Section 1005 and any other covenant determined pursuant to Section 301 to be subject to this Section shall terminate with respect to the Debt Securities of the series for which such deposit was made: provided, however, that (i) no Event of Default with respect to the Debt Securities of such series under Section 501(6) or 501(7) or event that with notice or lapse of time or both would constitute such an Event of Default shall have occurred and be continuing on such date, (ii) such deposit will not result in a breach of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound, and (iii) such termination shall not relieve the Company of its obligations under the Debt Securities of such series and this Indenture to pay when due the principal of (and premium, if any) and interest and additional amounts on such Debt Securities and any coupons appertaining thereto if such Debt Securities or coupons are not paid (or payment is not provided for) when due from the money and Eligible Instruments (and the proceeds thereof) so deposited. It shall be a condition to the deposit of cash and/or Eligible Instruments and the termination of the Company's obligations pursuant to the provisions of this Section with respect to the Debt Securities of any Series series under Section 1005 and any other covenant determined pursuant to Section 301 to be subject to this Indenture with respect Section that the Company deliver to such Series, except those obligations re- ferred the Trustee (i) an Opinion of Counsel to in the immediately succeeding paragraph, effect that: (a) if all Holders of Debt Securities of such Series previously authenticated series and delivered (other than destroyedany coupons appertaining thereto will not recognize income, lost gain or stolen Securities loss for Federal income tax purposes as a result of such Series which have been replaced or paid or Secu- rities of such Series for whose payment money or securities have theretofore been held in trust deposit and thereafter repaid to the Company, as provided in Sec- tion 8.03) have been delivered to the Trustee for cancellation termination and the Company has paid all sums payable by it hereunder, or (b) ifsuch Holders (and future Holders) will be subject to tax in the same amount, following manner and timing as if such deposit and termination had not occurred, (ii) an Officers' Certificate to the effect that under the laws in effect on the date on which the Company shall have given notice to the Trustee of its intention to defease all of the Securities of such Series, the Company has irrevocably de- posited or caused to be money and/or Eligible Instruments are deposited with the Trustee or a Paying Agent (other than the Company or a Subsidiary), under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee and any such Pay- ing Agent, as trust funds in trust solely for the benefit of the Holders for that purpose, (i) in the case of any Securities of any Series denominated in United States dollars, an amount of cash sufficient to pay principal of and interest on such outstanding Securities at their respective Stated Maturities, or direct non-callable obligations of, or non-callable obligations guaranteed byTrustee, the United States of America for the amount thereof will be sufficient, after payment of which guarantee or obliga- tion the full faith all Federal, state and credit of the United States is pledged, including but not limited to depository receipts issued by a bank as custodian with local taxes in respect to any such security held thereof payable by the custodian for the benefit of the holder of such depository receipt ("U.S. Government Obligations"), maturing as to prin- cipal and interest in such amounts and at such times as are sufficient without consideration of any reinvestment of such interestTrustee, to pay principal of (and premium, if any) and interest when due on the Debt Securities of such outstanding Securities at their respective Stated Maturities series and any coupons appertaining thereto: and (iiiii) an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the defeasance contemplated in this Section have been complied with. It shall be an additional condition to the case deposit of cash and/or Eligible instruments and the termination of the Company's obligations pursuant to the provisions of this Section under Section 1005 and any other covenant determined pursuant to Section 301 to be subject to this Section, with respect to the Debt Securities of any Series denominated in any cur- rency other than United States dollarsseries then listed on the New York Stock Exchange, that the Company deliver an amount Opinion of Counsel that the Required Currency sufficientDebt Securities of such series will not be delisted from the New York Stock Exchange as a result of such deposit and termination.

Termination of Company's Obligations. The Company may terminate all of its obligations under the Securities of any Series series and this Indenture with respect to the Securities of such Series, except those obligations re- ferred to in the immediately succeeding paragraph, series if either (a1) if all Securities of such Series series previously authenticated and delivered (other than destroyed, lost or stolen Securities of such Series which have been replaced or paid or Secu- rities of such Series Securities for whose payment money or securities have (or, if permitted by the terms of such Securities, securities) has theretofore been held in trust and thereafter repaid to the Company, as provided in Sec- tion Section 8.03) have been delivered to the Trustee for cancellation and cancellation; or (2) the Company has paid irrevocably deposits in trust with the Trustee money or U.S. Government Obligations sufficient to pay the principal of and interest, if any, on all sums payable by it hereunder, Securities of such series not theretofore cancelled or (b) if, following the date on which the Company shall have given notice delivered to the Trustee for cancellation (other than destroyed, lost or stolen Securities which have been replaced or paid or Securities for whose payment money (or, if permitted by the terms of its intention such Securities, securities) has theretofore been held in trust and thereafter repaid to defease the Company, as provided in Section 8.03) to maturity or redemption, as the case may be. The Company's obligations in Sections 2.05, 2.06, 2.07, 2.08, 2.09, 4.01, 7.07, 7.08 and 8.03 of this Indenture, however, shall survive until the Securities of such series are no longer outstanding. Thereafter, the Company's obligations in Sections 7.07 and 8.03 shall survive. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series, if money or U.S. Government Obligations shall have been deposited with the Trustee pursuant to clause (2) of the first paragraph of this Section, the obligations of the Trustee under Section 8.02 and the second sentence of Section 8.03 shall survive. After a deposit and if all other conditions thereto are met, the Trustee for the Securities of such series shall be required to execute an instrument acknowledging satisfaction and discharge of this Indenture with respect to such Securities, except for those surviving obligations specified above; provided, however, that the Trustee shall not be required to execute such instrument until the expiration of 90 days after the date of a deposit and that such instrument may be made subject to the condition that such deposit had been in compliance with any applicable terms of the Securities of such Seriesseries relating to subordination (as contemplated by Article Ten and Section 2.02). In order to have money available on a payment date to pay the principal of or interest, if any, on the Securities, the Company has irrevocably de- posited U.S. Government Obligations shall be payable as to principal or caused to be deposited with the Trustee or a Paying Agent (other than the Company or a Subsidiary), under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee and any such Pay- ing Agent, as trust funds in trust solely for the benefit of the Holders for that purpose, (i) in the case of any Securities of any Series denominated in United States dollars, an amount of cash sufficient to pay principal of and interest on or before such outstanding Securities at their respective Stated Maturities, or direct non-callable obligations of, or non-callable obligations guaranteed by, the United States of America for the payment of which guarantee or obliga- tion the full faith and credit of the United States is pledged, including but not limited to depository receipts issued by a bank as custodian with respect to any such security held by the custodian for the benefit of the holder of such depository receipt ("U.S. Government Obligations"), maturing as to prin- cipal and interest date in such amounts and as will provide the necessary money. U.S. Government Obligations shall not be callable at such times as are sufficient without consideration of any reinvestment of such interest, to pay principal of and interest on such outstanding Securities at their respective Stated Maturities and (ii) in the case of any Securities of any Series denominated in any cur- rency other than United States dollars, an amount of the Required Currency sufficientissuer's opinion.

Termination of Company's Obligations. The If this Section 1701 is specified, as contemplated by Section 301, to be applicable to any series of Debt Securities and if the Company may deposits irrevocably in trust with the Trustee money and/or, to the extent such Debt Securities are denominated and payable in Dollars only, Eligible Instruments the payments of principal and interest on which when due (and without reinvestment and providing no tax liability will be imposed upon the Trustee or the Holders of such Debt Securities) will provide money in such amounts as will (together with any money irrevocably deposited in trust with the Trustee, without investment) be sufficient to pay the principal of (and premium, if any) and any installment of principal of (and premium, if any) or interest when due on the Debt Securities of such series and any coupons appertaining thereto and any mandatory sinking fund, repayment or analogous payments thereon on the scheduled due dates therefor at the Stated Maturity thereof, the Company's obligations under any covenant determined pursuant to Section 301 to be subject to this Section shall terminate with respect to the Debt Securities of the series for which such deposit was made; provided, however, that (i) no Event of Default with respect to the Debt Securities of such series under Section 501(1) or Section 501(2) or event that with notice or lapse of time or both would constitute such an Event of Default shall have occurred and be continuing on such date, (ii) such deposit will not result in a breach of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound, and (iii) such termination shall not relieve the Company of its obligations under the Debt Securities of such series and this Indenture to pay when due the principal of (and premium, if any) and interest and additional amounts on such Debt Securities and any coupons appertaining thereto if such Debt Securities or coupons are not paid (or payment is not provided for) when due from the money and Eligible Instruments (and the proceeds thereof) so deposited. It shall be a condition to the deposit of cash and/or Eligible Instruments and the termination of the Company's obligations pursuant to the provisions of this Section with respect to the Debt Securities of any Series and series under any covenant determined pursuant to Section 301 to be subject to this Indenture with respect Section that the Company deliver to such Series, except those obligations re- ferred the Trustee (i) an Opinion of Counsel to in the immediately succeeding paragraph, effect that: (a) if all Holders of Debt Securities of such Series previously authenticated series and delivered (other than destroyedany coupons appertaining thereto will not recognize income, lost gain or stolen Securities loss for Federal income tax purposes as a result of such Series which have been replaced or paid or Secu- rities of such Series for whose payment money or securities have theretofore been held in trust deposit and thereafter repaid to the Company, as provided in Sec- tion 8.03) have been delivered to the Trustee for cancellation termination and the Company has paid all sums payable by it hereunder, or (b) ifsuch Holders (and future Holders) will be subject to tax in the same amount, following manner and timing as if such deposit and termination had not occurred, (ii) an Officers' Certificate to the effect that under the laws in effect on the date on which the Company shall have given notice to the Trustee of its intention to defease all of the Securities of such Series, the Company has irrevocably de- posited or caused to be money and/or Eligible Instruments are deposited with the Trustee or a Paying Agent (other than the Company or a Subsidiary), under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee and any such Pay- ing Agent, as trust funds in trust solely for the benefit of the Holders for that purpose, (i) in the case of any Securities of any Series denominated in United States dollars, an amount of cash sufficient to pay principal of and interest on such outstanding Securities at their respective Stated Maturities, or direct non-callable obligations of, or non-callable obligations guaranteed byTrustee, the United States of America for the amount thereof will be sufficient, after payment of which guarantee or obliga- tion the full faith all Federal, state and credit of the United States is pledged, including but not limited to depository receipts issued by a bank as custodian with local taxes in respect to any such security held thereof payable by the custodian for the benefit of the holder of such depository receipt ("U.S. Government Obligations"), maturing as to prin- cipal and interest in such amounts and at such times as are sufficient without consideration of any reinvestment of such interestTrustee, to pay principal of (and premium, if any) and interest when due on the Debt Securities of such outstanding Securities at their respective Stated Maturities series and any coupons appertaining thereto: and (iiiii) an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the defeasance contemplated in the case of any Securities of any Series denominated in any cur- rency other than United States dollars, an amount of the Required Currency sufficientthis Section have been complied with.

Termination of Company's Obligations. The If this Section 1501 is specified, as contemplated by Section 301, to be applicable to any series of Debt Securities and if the Company may deposits irrevocably in trust with the Trustee money and/or, to the extent such Debt Securities are denominated and payable in Dollars only, Eligible Instruments the payments of principal and interest on which when due (and without reinvestment and providing no tax liability will be imposed upon the Trustee or the Holders of such Debt Securities) will provide money in such amounts as will (together with any money irrevocably deposited in trust with the Trustee, without investment) be sufficient to pay the principal of (and premium, if any) and any installment of principal of (and premium, if any) or interest when due on the Debt Securities of such series and any coupons appertaining thereto and any mandatory sinking fund, repayment or analogous payments thereon on the scheduled due dates therefor at the Stated Maturity thereof, the Company's obligations under any covenant determined pursuant to Section 301 to be subject to this Section shall terminate with respect to the Debt Securities of the series for which such deposit was made; provided, however, that (i) no Event of Default with respect to the Debt Securities of such series under Section 501(1) or Section 501(2) or event that with notice or lapse of time or both would constitute such an Event of Default shall have occurred and be continuing on such date, (ii) such deposit will not result in a breach of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound, and (iii) such termination shall not relieve the Company of its obligations under the Debt Securities of such series and this Indenture to pay when due the principal of (and premium, if any) and interest and additional amounts on such Debt Securities and any coupons appertaining thereto if such Debt Securities or coupons are not paid (or payment is not provided for) when due from the money and Eligible Instruments (and the proceeds thereof) so deposited. It shall be a condition to the deposit of cash and/or Eligible Instruments and the termination of the Company's obligations pursuant to the provisions of this Section with respect to the Debt Securities of any Series and series under any covenant determined pursuant to Section 301 to be subject to this Indenture with respect Section that the Company deliver to such Series, except those obligations re- ferred the Trustee (i) an Opinion of Counsel to in the immediately succeeding paragraph, effect that: (a) if all Holders of Debt Securities of such Series previously authenticated series and delivered (other than destroyedany coupons appertaining thereto will not recognize income, lost gain or stolen Securities loss for Federal income tax purposes as a result of such Series which have been replaced or paid or Secu- rities of such Series for whose payment money or securities have theretofore been held in trust deposit and thereafter repaid to the Company, as provided in Sec- tion 8.03) have been delivered to the Trustee for cancellation termination and the Company has paid all sums payable by it hereunder, or (b) ifsuch Holders (and future Holders) will be subject to tax in the same amount, following manner and timing as if such deposit and termination had not occurred, (ii) an Officers' Certificate to the effect that under the laws in effect on the date on which the Company shall have given notice to the Trustee of its intention to defease all of the Securities of such Series, the Company has irrevocably de- posited or caused to be money and/or Eligible Instruments are deposited with the Trustee or a Paying Agent (other than the Company or a Subsidiary), under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee and any such Pay- ing Agent, as trust funds in trust solely for the benefit of the Holders for that purpose, (i) in the case of any Securities of any Series denominated in United States dollars, an amount of cash sufficient to pay principal of and interest on such outstanding Securities at their respective Stated Maturities, or direct non-callable obligations of, or non-callable obligations guaranteed byTrustee, the United States of America for the amount thereof will be sufficient, after payment of which guarantee or obliga- tion the full faith all Federal, state and credit of the United States is pledged, including but not limited to depository receipts issued by a bank as custodian with local taxes in respect to any such security held thereof payable by the custodian for the benefit of the holder of such depository receipt ("U.S. Government Obligations"), maturing as to prin- cipal and interest in such amounts and at such times as are sufficient without consideration of any reinvestment of such interestTrustee, to pay principal of (and premium, if any) and interest when due on the Debt Securities of such outstanding Securities at their respective Stated Maturities series and any coupons appertaining thereto; and (iiiii) an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the defeasance contemplated in this Section have been complied with. It shall be an additional condition to the case deposit of cash and/or Eligible Instruments and the termination of the Company's obligations pursuant to the provisions of this Section under any covenant determined pursuant to Section 301 to be subject to this Section, with respect to the Debt Securities of any Series denominated series then listed on any national securities exchange, that the Company deliver an Opinion of Counsel that the Debt Securities of such series will not be delisted from any national securities exchange as a result of such deposit and termination. After a deposit as provided herein, the Trustee shall, upon Company Request, acknowledge in any cur- rency other than United States dollars, an amount writing the discharge of the Required Currency sufficientCompany's obligations pursuant to the provisions of this Section with respect to the Debt Securities of such series under any covenant determined pursuant to Section 301 to be subject to this Section.