Common use of Conditions to Defeasance or Covenant Defeasance Clause in Contracts

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the Defeasance pursuant to Section 1202 or the Covenant Defeasance pursuant to Section 1203 of the Outstanding Securities of any series: (1) The Issuer or a Guarantor shall elect by Board Resolution to effect a Defeasance pursuant to Section 1202 or a Covenant Defeasance pursuant to Section 1203. (2) The Issuer or a Guarantor, as the case may be, shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements contemplated by Section 609 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Outstanding Securities of such series, (a) money in an amount, (b) U.S. Government Obligations that through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount or (c) a combination thereof, in each case, sufficient to pay all the principal of, and any premium and interest (and any Additional Amounts then known) on the Outstanding Securities of such series and any Additional Amounts then known thereon on the respective Stated Maturities, in accordance with the terms of this Indenture and the Securities of such series. As used herein, “U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable at the issuer’s option. (3) In the event of a Defeasance pursuant to Section 1202, the Issuer or the applicable Guarantor shall have delivered to the Trustee an Opinion of Counsel stating that (x) the Issuer or such Guarantor has received from, or there has been published by, the IRS a ruling or (y) since the date of this Indenture, there has been a change in the applicable U.S. Federal income tax law, in either case (x) or (y) to the effect that, and based thereon such opinion shall confirm that, the beneficial owners of the Outstanding Securities of such series and will not recognize gain or loss for U.S. Federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to the Outstanding Securities of such series and will be subject to U.S. Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur. (4) In the event of a Covenant Defeasance pursuant to Section 1203, the Issuer or the applicable Guarantor shall have delivered to the Trustee an Opinion of Counsel to the effect that the beneficial owners of the Outstanding Securities of such series will not recognize gain or loss for U.S. Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to the Outstanding Securities of such series and will be subject to U.S. Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur. (5) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (as if the provisions of the Trust Indenture Act applied to this Indenture) (assuming all Securities are in default within the meaning of such Act and that such Act applied to this Indenture). (6) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (7) The Issuer or the applicable Guarantor shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with. (8) All amounts due and owing to the Trustee and its counsel shall have been paid in full.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the Defeasance pursuant to Section 1202 or the Covenant Defeasance pursuant to Section 1203 of the Outstanding Securities of any series: (1) The Issuer or a Guarantor shall elect by Board Resolution to effect a Defeasance pursuant to Section 1202 or a Covenant Defeasance pursuant to Section 1203. (2) The Issuer or a Guarantor, as the case may be, shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements contemplated by Section 609 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Outstanding Securities of such series, (a) money in an amount, (b) U.S. Government Obligations that through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount or (c) a combination thereof, in each case, sufficient to pay all the principal of, and any premium and interest (and any Additional Amounts then known) on the Outstanding Securities of such series and any Additional Amounts then known thereon on the respective Stated Maturities, in accordance with the terms of this Indenture and the Securities of such series. As used herein, “U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable at the issuer’s option. (3) In the event of a Defeasance pursuant to Section 1202, the Issuer or the applicable Guarantor shall have delivered to the Trustee an Opinion of Counsel stating that (x) the Issuer or such Guarantor has received from, or there has been published by, the IRS a ruling or (y) since the date of this Indenture, there has been a change in the applicable U.S. Federal income tax law, in either case (x) or (y) to the effect that, and based thereon such opinion shall confirm that, the beneficial owners of the Outstanding Securities of such series and will not recognize gain or loss for U.S. Federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to the Outstanding Securities of such series and will be subject to U.S. Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur. (4) In the event of a Covenant Defeasance pursuant to Section 1203, the Issuer or the applicable Guarantor shall have delivered to the Trustee an Opinion of Counsel to the effect that the beneficial owners of the Outstanding Securities of such series will not recognize gain or loss for U.S. Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to the Outstanding Securities of such series and will be subject to U.S. Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur. (5) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (as if the provisions of the Trust Indenture Act applied to this Indenture) (assuming all Securities are in default within the meaning of such Act and that such Act applied to this Indenture). (6) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (7) The Issuer or the applicable Guarantor shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with. (8) All amounts due and owing to the Trustee and its counsel shall have been paid in full.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the Defeasance pursuant to Section 1202 or the Covenant Defeasance pursuant to Section 1203 of the Outstanding Securities of any series: (1) The Issuer or a Guarantor shall elect by Board Resolution to effect a Defeasance pursuant to Section 1202 or a Covenant Defeasance pursuant to Section 1203. (2) The Issuer or a Guarantor, as the case may be, shall irrevocably have deposited or caused to be deposited with the Trustee or its nominee (or another trustee which satisfies the requirements contemplated by Section 609 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Outstanding Securities of such series, (a) money in an amount, (b) U.S. Government Obligations that through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount or (c) a combination thereof, in each case, sufficient to pay all the principal of, and any premium and interest (and any Additional Amounts then known) on the Outstanding Securities of such series and any Additional Amounts then known thereon on the respective Stated Maturities, in accordance with the terms of this Indenture and the Securities of such series. As used herein, “U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable at the issuer’s option. (3) In the event of a Defeasance pursuant to Section 1202, the Issuer or the applicable Guarantor shall have delivered to the Trustee an Opinion of Counsel stating that (x) the Issuer or such Guarantor has received from, or there has been published by, the IRS a ruling or (y) since the date of this IndentureIssue Date, there has been a change in the applicable U.S. Federal federal income tax law, in either case (x) or (y) to the effect that, and based thereon such opinion shall confirm that, that the beneficial owners of the Outstanding Securities of such series and will not recognize gain or loss for U.S. Federal federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to the Outstanding Securities of such series and will be subject to U.S. Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur. (4) In the event of a Covenant Defeasance pursuant to Section 1203, the Issuer or the applicable Guarantor shall have delivered to the Trustee an Opinion of Counsel to the effect that the beneficial owners of the Outstanding Securities of such series will not recognize gain or loss for U.S. Federal federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to the Outstanding Securities of such series and will be subject to U.S. Federal federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur. (5) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (as if the provisions of the Trust Indenture Act applied to this Indenture) (assuming all Securities are in default within the meaning of such Act and that such Act applied to this Indenture). (6) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (7) The Issuer or the applicable Guarantor shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with. (8) All amounts due and owing to the Trustee and its counsel shall have been paid in full.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the Defeasance pursuant application of Section 1402 or Section 1403 to Section 1202 or the Covenant Defeasance pursuant to Section 1203 of the any Outstanding Securities of any or within a series: (1a) The Issuer or a Guarantor shall elect by Board Resolution to effect a Defeasance pursuant to Section 1202 or a Covenant Defeasance pursuant to Section 1203. (2) The Issuer or a Guarantor, as the case may be, Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies satisfying the requirements contemplated by of Section 609 and agrees 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Outstanding Securities of such seriesSecurities, (a1) money an amount in an amountsuch currency, currencies or currency unit in which such Securities are then specified as payable at Stated Maturity, or (b2) U.S. Government Obligations that applicable to such Securities (determined on the basis of the currency, currencies or currency unit in which such Securities are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any paymentpayment of principal of (and premium or Make-Whole Amount, if any) and interest, if any, on such Securities, money in an amount amount, or (c3) a combination thereofthereof in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in each casethe opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, sufficient to pay all and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of, and any premium and interest of (and any Additional Amounts then knownpremium or Make-Whole Amount, if any) and interest, if any, on such Outstanding Securities on the Stated Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities of such series and any Additional Amounts then known thereon on the respective Stated Maturities, day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities; provided, that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1102 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such seriesseries and Article Eleven hereof, which notice shall be irrevocable. As used hereinSuch irrevocable redemption notice, “U.S. Government Obligations” means direct obligations if given, shall be given effect in applying the foregoing. (b) Such defeasance or certificates representing an ownership covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest in such obligationspursuant to Section 310(b) of the United States of America (including TIA with respect to any agency or instrumentality thereof) for the payment of which the full faith and credit Security of the United States of America is pledged and which are not callable at the issuer’s optionCompany). (3c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(6) and 501(7) are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (d) In the event case of a Defeasance pursuant to an election under Section 12021402, the Issuer or the applicable Guarantor Company shall have delivered to the Trustee an Opinion of Counsel stating that (xi) the Issuer or such Guarantor Company has received from, or there has been published by, the IRS Internal Revenue Service a ruling ruling, or (yii) since the date of execution of this Indenture, there has been a change in the applicable U.S. Federal income tax law, in either case (x) or (y) to the effect that, and based thereon such opinion shall confirm that, the beneficial owners Holders of the such Outstanding Securities of such series and will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to the Outstanding Securities of such series defeasance and will be subject to U.S. Federal income tax on the same amountamounts, in the same manner and at the same times as would be have been the case if such deposit, Defeasance and discharge were defeasance had not to occuroccurred. (4e) In the event case of a Covenant Defeasance pursuant to an election under Section 12031403, the Issuer or the applicable Guarantor Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the beneficial owners Holders of the such Outstanding Securities of such series will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to the Outstanding Securities of such series covenant defeasance and will be subject to U.S. Federal income tax on the same amountamounts, in the same manner and at the same times as would be have been the case if such deposit and Covenant Defeasance were covenant defeasance had not to occuroccurred. (5) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (as if the provisions of the Trust Indenture Act applied to this Indenture) (assuming all Securities are in default within the meaning of such Act and that such Act applied to this Indenture). (6) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (7f) The Issuer or the applicable Guarantor Company shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection (a) above and the related exercise of the Company’s option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company, with respect to the trust funds representing such Defeasance deposit or Covenant Defeasance by the Trustee for such trust funds or (ii) all necessary registrations under said Act have been complied witheffected. (8) All amounts due and owing g) After the 91st day following the deposit, the trust funds will not be subject to the Trustee and its counsel effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally. (h) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall have been paid be effected in fullcompliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the Defeasance pursuant application of either Section 11.02 or Section 11.03 to Section 1202 or the Covenant Defeasance pursuant to Section 1203 of the Outstanding Securities of any seriesSecurities: (1a) The Issuer or a Guarantor shall elect by Board Resolution to effect a Defeasance pursuant to Section 1202 or a Covenant Defeasance pursuant to Section 1203. (2) The Issuer or a Guarantor, as the case may be, shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies satisfying the requirements contemplated by of Section 609 and agrees 6.08 who shall agree to comply with the provisions of this Article 11 applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities, at any time prior to the Outstanding Securities Stated Maturity of such series, the Securities: (ai) money in an amount, or (bii) U.S. Government Obligations that Securities which through the scheduled payment of interest and principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any paymentpayment in respect of the Securities, money in an amount amount, or (ciii) a combination thereof, sufficient, in each casethe opinion of a certified public accountant (selected by the Issuer or Level 3 Parent in its sole discretion) expressed in a written certification delivered to the Trustee, sufficient to pay all and discharge the principal ofof (and premium, and any premium if any, on) and interest (and any Additional Amounts then known) on on, the Outstanding Securities on the Stated Maturity (or Redemption Date, if applicable) of such series principal (and any Additional Amounts then known thereon on premium, if any) or installment of interest; provided that the respective Stated MaturitiesTrustee (or such other trustee) shall have been irrevocably instructed in writing to apply such money or the proceeds of such Government Securities to said payments with respect to the Securities. Before such a deposit, the Issuer may give to the Trustee, in accordance with the terms Section 10.03, a notice of this Indenture and the Securities of such series. As used herein, “U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) their election to redeem all of the United States of America (including any agency or instrumentality thereof) for Outstanding Securities at a future date in accordance with Article 10, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the payment of which the full faith and credit of the United States of America is pledged and which are not callable at the issuer’s optionforegoing. (3b) No Default or Event of Default with respect to the Securities shall have occurred and be continuing on the date of such deposit or, insofar as Section 5.01(i) and Section 5.01(j) are concerned with respect to Level 3 Parent and the Issuer, at any time during the period ending on the 123rd day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (c) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Issuer or any Guarantor is a party or by which it is bound. (d) In the event case of a Defeasance pursuant to an election under Section 120211.02, the Issuer or the applicable Guarantor shall have delivered to the Trustee an Opinion of Counsel stating that (x) the Issuer or such Guarantor has received from, or there has been published by, the IRS Internal Revenue Service a ruling ruling, or (y) since the date of this Indenture, there has been a change in the applicable U.S. Federal federal income tax law, in either case (x) or (y) to the effect that, and based thereon such opinion shall confirm that, the beneficial owners Holders of the Outstanding Securities of such series and will not recognize income, gain or loss for U.S. Federal federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to the Outstanding Securities of such series defeasance and will be subject to U.S. Federal federal income tax Tax on the same amountamounts, in the same manner and at the same times as would be have been the case if such deposit, Defeasance and discharge were defeasance had not to occuroccurred. (4e) In the event case of a Covenant Defeasance pursuant to an election under Section 120311.03, the Issuer or the applicable Guarantor shall have delivered to the Trustee an Opinion of Counsel to the effect that the beneficial owners Holders of the Outstanding Securities of such series will not recognize income, gain or loss for U.S. Federal federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to the Outstanding Securities of such series covenant defeasance and will be subject to U.S. Federal federal income tax Tax on the same amountamounts, in the same manner and at the same times as would be have been the case if such deposit and Covenant Defeasance were covenant defeasance had not to occuroccurred. (5) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (as if the provisions of the Trust Indenture Act applied to this Indenture) (assuming all Securities are in default within the meaning of such Act and that such Act applied to this Indenture). (6) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (7f) The Issuer or the applicable Guarantor shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect provided for relating to such Defeasance either the defeasance under Section 11.02 or Covenant Defeasance the covenant defeasance under Section 11.03 (as the case may be) have been complied with. (8) All amounts due and owing to the Trustee and its counsel shall have been paid in full.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the Defeasance pursuant application of Section 1402 or Section 1403 to Section 1202 or the Covenant Defeasance pursuant to Section 1203 of the any Outstanding Securities of or within a series and any seriescoupons appertaining thereto: (1a) The Issuer or a Guarantor shall elect by Board Resolution to effect a Defeasance pursuant to Section 1202 or a Covenant Defeasance pursuant to Section 1203. (2) The Issuer or a Guarantor, as the case may be, shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies satisfying the requirements contemplated by of Section 609 and agrees 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Outstanding such Securities of such seriesand any coupons appertaining thereto, (a1) money an amount in an amountsuch currency, currencies or currency unit in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity, or (b2) U.S. Government Obligations that applicable to such Securities and coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which such Securities and coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any paymentpayment of principal of (and premium or Make-Whole Amount, if any) and interest, if any, on such Securities and any coupons appertaining thereto, money in an amount amount, or (c3) a combination thereof, in each any case, sufficient in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay all and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal ofof (and premium or Make-Whole Amount, if any) and interest, if any, on such Outstanding Securities and any premium coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and interest (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any Additional Amounts then known) coupons appertaining thereto on the Outstanding Securities of day on which such series payments are due and any Additional Amounts then known thereon on the respective Stated Maturities, payable in accordance with the terms of this Indenture and the Securities of such series. As used herein, “U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including Securities and any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable at the issuer’s optioncoupons appertaining thereto. (3b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer is a party or by which it is bound. (c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto shall have occurred and be continuing on the date of such deposit and, with respect to defeasance only, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (d) In the event case of a Defeasance pursuant to an election under Section 12021402, the Issuer or the applicable Guarantor shall have delivered to the Trustee an Opinion of Counsel stating that (xi) the Issuer or such Guarantor has received from, or there has been published by, the IRS Internal Revenue Service a ruling ruling, or (yii) since the date of execution of this Indenture, there has been a change in the applicable U.S. Federal income tax law, in either case (x) or (y) to the effect that, and based thereon such opinion shall confirm that, the beneficial owners Holders of the such Outstanding Securities of such series and any coupons appertaining thereto will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to the Outstanding Securities of such series defeasance and will not be subject to U.S. Federal income tax on the same amountamounts, in the same manner and at the same times as would be have been the case if such deposit, Defeasance and discharge were defeasance had not to occuroccurred. (4e) In the event case of a Covenant Defeasance pursuant to an election under Section 12031403, the Issuer or the applicable Guarantor shall have delivered to the Trustee an Opinion of Counsel to the effect that the beneficial owners Holders of the such Outstanding Securities of such series and any coupons appertaining thereto will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to the Outstanding Securities of such series covenant defeasance and will be subject to U.S. Federal income tax on the same amountamounts, in the same manner and at the same times as would be have been the case if such deposit and Covenant Defeasance were covenant defeasance had not to occuroccurred. (5) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (as if the provisions of the Trust Indenture Act applied to this Indenture) (assuming all Securities are in default within the meaning of such Act and that such Act applied to this Indenture). (6) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (7f) The Issuer or the applicable Guarantor shall have delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance the defeasance under Section 1402 or Covenant Defeasance the covenant defeasance under Section 1403 (as the case may be) have been complied with. (8) All amounts due and owing g) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer in connection therewith pursuant to the Trustee and its counsel shall have been paid in fullSection 301.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 1302 or Section 1303 to the Defeasance pursuant to Section 1202 or the Covenant Defeasance pursuant to Section 1203 of the then Outstanding Securities of any seriesNotes: (1a) The Issuer or a Guarantor shall elect by Board Resolution to effect a Defeasance pursuant to Section 1202 or a Covenant Defeasance pursuant to Section 1203. (2) The Issuer or a Guarantor, as the case may be, Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies satisfying the requirements contemplated by of Section 609 and agrees who shall agree to comply with the provisions of this Article Thirteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, to the benefit of the Holders of the Outstanding Securities of such seriesNotes, (a1) money in an amount, or (b2) U.S. Government Obligations that through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount amount, or (c3) a combination thereof, in each case, sufficient to pay all and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal ofof (premium, if any,) and any premium and each installment of interest (and any Additional Amounts then known) on the Outstanding Securities Notes on the Stated Maturity (or Redemption Date, if applicable) of such series and any Additional Amounts then known thereon on the respective Stated Maturities, principal or installment of interest in accordance with the terms of this Indenture and the Securities of such series. As used herein, “Notes; (b) The Company delivers a certificate to the Trustee (or other qualifying trustee) from a nationally recognized firm of independent registered public accountants expressing their opinion that the amounts deposited pursuant to subsection (a) of this Section 1304 (without reinvestment on the deposited money or U.S. Government Obligations” means direct obligations (Obligations or certificates representing an ownership interest combination thereof) will provide cash at such times and in such obligationsamounts as will be sufficient to pay principal (premium, if any) of and interest when due on all the United States of America (including any agency Notes to Stated Maturity or instrumentality thereof) for redemption, as the payment of which the full faith and credit of the United States of America is pledged and which are not callable at the issuer’s option.case may be; (3c) In the event case of a Defeasance pursuant to an election under Section 12021302, the Issuer or the applicable Guarantor Company shall have delivered to the Trustee an Opinion of Counsel qualified to practice law in the United States stating that that: (x1) the Issuer or such Guarantor Company has received from, or there has been published by, the IRS Internal Revenue Service a ruling or ruling; or (y2) since the date of this Indenture, Indenture there has been a change in the applicable U.S. Federal income tax law, to the effect, in either case (x) or (y) to the effect case, that, and based thereon such opinion Opinion of Counsel shall confirm that, the beneficial owners Holders of the Outstanding Securities Notes will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such series deposit, defeasance and discharge and will be subject to U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; (d) In the case of an election under Section 1303, the Company shall have delivered to the Trustee an Opinion of Counsel qualified to practice law in the United States to the effect that the Holders of the Outstanding Notes will not recognize gain or loss for U.S. Federal income tax purposes as a result of the deposit, Defeasance such deposit and discharge to be effected with respect to the Outstanding Securities of such series covenant defeasance and will be subject to U.S. Federal income tax on the same amountamounts, in the same manner and at the same times as would be have been the case if such deposit, Defeasance deposit and discharge were covenant defeasance had not to occur.occurred; (4e) In Such defeasance or covenant defeasance shall not cause the event Trustee to have a conflicting interest as defined in Section 608 and for purposes of a Covenant Defeasance pursuant the Trust Indenture Act with respect to Section 1203any securities of the Company; (f) No Default or Event of Default of the Company or such Person making the deposit in clause (a) shall have occurred and be continuing on the date of such deposit or, insofar as clause 501(a)(7) is concerned, at any time during the Issuer or period ending on the applicable Guarantor 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (g) The Company shall have delivered to the Trustee an Opinion of Counsel qualified to practice law in the United States to the effect that the beneficial owners of the Outstanding Securities of such series will not recognize gain or loss for U.S. Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to the Outstanding Securities of such series and will be subject to U.S. Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur. (5) Such Defeasance or Covenant Defeasance shall not cause the Trustee trust so created to have a conflicting interest within be subject to the meaning Investment Company Act of the Trust Indenture Act (as if the provisions of the Trust Indenture Act applied to this Indenture) (assuming all Securities are in default within the meaning of such Act and that such Act applied to this Indenture).1940; (6h) Such Defeasance deposit, defeasance or Covenant Defeasance covenant defeasance and discharge shall not result in a breach or violation of, or constitute a default under, any other material agreement or instrument to which the trust arising from such deposit constituting an investment company within Company is a party or by which the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder.is bound; (7i) The Issuer or the applicable Guarantor Company shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect provided for in this Indenture relating to such Defeasance either the defeasance under Section 1302 or Covenant Defeasance the covenant defeasance under Section 1303 (as the case may be) have been complied with; and Upon satisfaction of the above conditions in order to effect a defeasance or conveyance defeasance, all Notes Guarantors will be fully and unconditionally released from their obligations under this Indenture. (8) All amounts due and owing to the Trustee and its counsel shall have been paid in full.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the Defeasance pursuant application of Section 1402 or Section 1403 to Section 1202 or the Covenant Defeasance pursuant to Section 1203 of the any Outstanding Securities of or within a series and any series:coupons appertaining thereto and the Guarantee in respect thereof (if the Securities of such series are Guaranteed Securities): (1a) The Issuer Partnership or a the Guarantor shall elect by Board Resolution to effect a Defeasance pursuant to Section 1202 or a Covenant Defeasance pursuant to Section 1203. (2if the Securities of such series are Guaranteed Securities) The Issuer or a Guarantor, as the case may be, shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies satisfying the requirements contemplated by of Section 609 and agrees 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Outstanding such Securities of such seriesand any coupons appertaining thereto, (a1) money an amount in an amountsuch currency, currencies or currency unit in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity, or (b2) U.S. Government Obligations that applicable to such Securities and coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which such Securities and coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any paymentpayment of principal of (and premium or Make-Whole Amount, if any) and interest, if any, on such Securities and any coupons appertaining thereto, money in an amount amount, or (c3) a combination thereof, in each any case, sufficient in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay all and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal ofof (and premium or Make-Whole Amount, if any) and interest, if any, on such Outstanding Securities and any premium coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and interest (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any Additional Amounts then known) coupons appertaining thereto on the Outstanding Securities of day on which such series payments are due and any Additional Amounts then known thereon on the respective Stated Maturities, payable in accordance with the terms of this Indenture and the Securities of such series. As used herein, “U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including Securities and any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable at the issuer’s optioncoupons appertaining thereto. (3b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Partnership or the Guarantor (if the Securities are Guaranteed Securities) is a party or by which it is bound. (c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(6) and 501(7) are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (d) In the event case of a Defeasance pursuant to an election under Section 12021402, the Issuer Partnership or the applicable Guarantor (if the Securities are Guaranteed Securities) shall have delivered to the Trustee an Opinion of Counsel stating that (xi) the Issuer Partnership or such the Guarantor (if the Securities are Guaranteed Securities) has received from, or there has been published by, the IRS Internal Revenue Service a ruling ruling, or (yii) since the date of execution of this Indenture, there has been a change in the applicable U.S. Federal income tax law, in either case (x) or (y) to the effect that, and based thereon such opinion shall confirm that, the beneficial owners Holders of the such Outstanding Securities of such series and any coupons appertaining thereto will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to the Outstanding Securities of such series defeasance and will be subject to U.S. Federal income tax on the same amountamounts, in the same manner and at the same times as would be have been the case if such deposit, Defeasance and discharge were defeasance had not to occuroccurred. (4e) In the event case of a Covenant Defeasance pursuant to an election under Section 12031403, the Issuer Partnership or the applicable Guarantor (if the Securities of such series are Guaranteed Securities) shall have delivered to the Trustee an Opinion of Counsel to the effect that the beneficial owners Holders of the such Outstanding Securities of such series and any coupons appertaining thereto will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to the Outstanding Securities of such series covenant defeasance and will be subject to U.S. Federal income tax on the same amountamounts, in the same manner and at the same times as would be have been the case if such deposit and Covenant Defeasance were covenant defeasance had not to occuroccurred. (5f) Such Defeasance The Partnership or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act Guarantor (as if the provisions of the Trust Indenture Act applied to this Indenture) (assuming all Securities are in default within the meaning of such Act and that such Act applied to this Indenture). (6series are Guaranteed Securities) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (7) The Issuer or the applicable Guarantor shall have delivered to the Trustee an Officer’s Officers' Certificate or a Guarantor's Officers' Certificate, as the case may be, and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection (a) above and the related exercise of the Partnership's option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Partnership, with respect to the trust funds representing such Defeasance deposit or Covenant Defeasance by the Trustee for such trust funds or (ii) all necessary registrations under said Act have been complied witheffected. (8) All amounts due and owing g) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Partnership or the Guarantor (if the Securities of such series are Guaranteed Securities) in connection therewith pursuant to the Trustee and its counsel shall have been paid in fullSection 301.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the Defeasance pursuant application of Section 14.02 or Section 14.03 to Section 1202 or the Covenant Defeasance pursuant to Section 1203 of the any Outstanding Securities of or within a Series and any seriescoupons appertaining thereto: (1a) The Issuer or a Guarantor shall elect by Board Resolution to effect a Defeasance pursuant to Section 1202 or a Covenant Defeasance pursuant to Section 1203. (2) The Issuer or a Guarantor, as the case may be, Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies satisfying the requirements contemplated by of Section 609 and agrees 6.07 who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Outstanding such Securities of such seriesand any coupons appertaining thereto, (a1) money an amount in an amountsuch currency, currencies or currency unit in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity, or (b2) U.S. Government Obligations that applicable to such Securities and coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which such Securities and coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest interest, if any, in respect thereof in accordance with their terms will provide, not later than one day before the due date of any paymentpayment of principal of (and premium or Make-Whole Amount, if any) and interest, if any, on such Securities and any coupons appertaining thereto, money in an amount amount, or (c3) a combination thereof, in each any case, sufficient in an amount, sufficient, without consideration of any reinvestment of such principal and interest, if any, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay all and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal ofof (and premium or Make-Whole Amount, if any) and interest, if any, on such Outstanding Securities and any premium coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and interest (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any Additional Amounts then known) coupons appertaining thereto on the Outstanding Securities of day on which such series payments are due and any Additional Amounts then known thereon on the respective Stated Maturities, payable in accordance with the terms of this Indenture and the Securities of such series. As used herein, “U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including Securities and any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable at the issuer’s optioncoupons appertaining thereto. (3b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. (c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.01(6) and 5.01(7) are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (d) In the event case of a Defeasance pursuant to an election under Section 120214.02, the Issuer or the applicable Guarantor Company shall have delivered to the Trustee an Opinion of Counsel stating that (xi) the Issuer or such Guarantor Company has received from, or there has been published by, the IRS Internal Revenue Service a ruling ruling, or (yii) since the date of execution of this Indenture, there has been a change in the applicable U.S. Federal income tax law, in either case (x) or (y) to the effect that, and based thereon such opinion shall confirm that, the beneficial owners Holders of the such Outstanding Securities of such series and any coupons appertaining thereto will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to the Outstanding Securities of such series defeasance and will be subject to U.S. Federal income tax on the same amountamounts, in the same manner and at the same times as would be have been the case if such deposit, Defeasance and discharge were defeasance had not to occuroccurred. (4e) In the event case of a Covenant Defeasance pursuant to an election under Section 120314.03, the Issuer or the applicable Guarantor Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the beneficial owners Holders of the such Outstanding Securities of such series and any coupons appertaining thereto will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to the Outstanding Securities of such series covenant defeasance and will be subject to U.S. Federal income tax on the same amountamounts, in the same manner and at the same times as would be have been the case if such deposit and Covenant Defeasance were covenant defeasance had not to occuroccurred. (5) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (as if the provisions of the Trust Indenture Act applied to this Indenture) (assuming all Securities are in default within the meaning of such Act and that such Act applied to this Indenture). (6) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (7f) The Issuer or the applicable Guarantor Company shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 14.02 or the covenant defeasance under Section 14.03 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection (a) above and the related exercise of the Company’s option under Section 14.02 or Section 14.03 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company, with respect to the trust funds representing such Defeasance deposit or Covenant Defeasance by the Trustee for such trust funds or (ii) all necessary registrations under said Act have been complied witheffected. (8) All g) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 3.01. (h) The payment of amounts due and owing payable to the Trustee and its counsel pursuant to this Indenture shall have been be paid in fullor provided for to the reasonable satisfaction of the Trustee.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the Defeasance pursuant application of Section 14.2 or Section 14.3 to Section 1202 or the Covenant Defeasance pursuant to Section 1203 of the any Outstanding Securities of or within a series and any seriescoupons appertaining thereto: (1) The Issuer or a Guarantor shall elect by Board Resolution to effect a Defeasance pursuant to Section 1202 or a Covenant Defeasance pursuant to Section 1203. (2) The Issuer or a Guarantor, as the case may be, Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies Trustee satisfying the requirements contemplated by of Section 609 and agrees 6.7 who shall agree to comply with the provisions of this Article XIV applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Outstanding such Securities of such seriesand any coupons appertaining thereto, (aA) money an amount in an amountsuch currency, currencies or currency unit in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity, or (bB) U.S. Government Obligations that applicable to such Securities and coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which such Securities and coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any paymentpayment of principal of (and premium or Make-Whole Amount, if any) and interest, if any, on such Securities and any coupons appertaining thereto, money in an amount amount, or (cC) a combination thereof, in each any case, sufficient in an amount sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay all and discharge, and which shall be applied by the Trustee (or other qualifying Trustee) to pay and discharge, (i) the principal ofof (and premium or Make-Whole Amount, if any) and interest, if any, on such Outstanding Securities and any premium coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and interest (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any Additional Amounts then known) coupons appertaining thereto on the Outstanding Securities of day on which such series payments are due and any Additional Amounts then known thereon on the respective Stated Maturities, payable in accordance with the terms of this Indenture and the Securities of such series. As used hereinSecurities and any coupons appertaining thereto. (2) Such defeasance or covenant defeasance shall not result in a breach or violation of, “U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including constitute a default under, this Indenture or any agency other material agreement or instrumentality thereof) for the payment of instrument to which the full faith and credit of the United States of America Company is pledged and a party or by which are not callable at the issuer’s optionit is bound. (3) In the No Event of Default or event which with notice or lapse of a Defeasance pursuant to Section 1202, the Issuer time or the applicable Guarantor shall have delivered to the Trustee both would become an Opinion Event of Counsel stating that (x) the Issuer or such Guarantor has received from, or there has been published by, the IRS a ruling or (y) since the date of this Indenture, there has been a change in the applicable U.S. Federal income tax law, in either case (x) or (y) to the effect that, and based thereon such opinion shall confirm that, the beneficial owners of the Outstanding Securities of such series and will not recognize gain or loss for U.S. Federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to the Outstanding Securities of such series and will be subject to U.S. Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur. (4) In the event of a Covenant Defeasance pursuant to Section 1203, the Issuer or the applicable Guarantor shall have delivered to the Trustee an Opinion of Counsel to the effect that the beneficial owners of the Outstanding Securities of such series will not recognize gain or loss for U.S. Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to the Outstanding Securities of such series and will be subject to U.S. Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur. (5) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (as if the provisions of the Trust Indenture Act applied to this Indenture) (assuming all Securities are in default within the meaning of such Act and that such Act applied to this Indenture). (6) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (7) The Issuer or the applicable Guarantor shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent Default with respect to such Defeasance or Covenant Defeasance have been complied with. (8) All amounts due Securities and owing to the Trustee and its counsel any coupons appertaining thereto shall have been paid in full.occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(6) and 5.1

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the Defeasance pursuant application of Section 1402 or Section 1403 to Section 1202 or the Covenant Defeasance pursuant to Section 1203 of the any Outstanding Securities of or within a series and any seriescoupons appertaining thereto: (1a) The Issuer or a Guarantor shall elect by Board Resolution to effect a Defeasance pursuant to Section 1202 or a Covenant Defeasance pursuant to Section 1203. (2) The Issuer or a Guarantor, as the case may be, shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies satisfying the requirements contemplated by of Section 609 and agrees 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Outstanding such Securities of such seriesand any coupons appertaining thereto, (a1) money an amount in an amountsuch currency, currencies or currency unit in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity, or (b2) U.S. Government Obligations that applicable to such Securities and coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which such Securities and coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any paymentpayment of principal of (and premium, if any) and interest, if any, on such Securities and any coupons appertaining thereto, money in an amount amount, or (c3) a combination thereof, in each any case, sufficient in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay all and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal ofof (and premium, if any) and interest, if any, on such Outstanding Securities and any premium coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and interest (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any Additional Amounts then known) coupons appertaining thereto on the Outstanding Securities of day on which such series payments are due and any Additional Amounts then known thereon on the respective Stated Maturities, payable in accordance with the terms of this Indenture and the Securities of such series. As used herein, “U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including Securities and any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable at the issuer’s optioncoupons appertaining thereto. (3b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer is a party or by which it is bound. (c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto shall have occurred and be continuing on the date of such deposit and, with respect to defeasance only, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (d) In the event case of a Defeasance pursuant to an election under Section 12021402, the Issuer or the applicable Guarantor shall have delivered to the Trustee an Opinion of Counsel stating that (xi) the Issuer or such Guarantor has received from, or there has been published by, the IRS Internal Revenue Service a ruling ruling, or (yii) since the date of execution of this Indenture, there has been a change in the applicable U.S. Federal income tax law, in either case (x) or (y) to the effect that, and based thereon such opinion shall confirm that, the beneficial owners Holders of the such Outstanding Securities of such series and any coupons appertaining thereto will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to the Outstanding Securities of such series defeasance and will not be subject to U.S. Federal income tax on the same amountamounts, in the same manner and at the same times as would be have been the case if such deposit, Defeasance and discharge were defeasance had not to occuroccurred. (4e) In the event case of a Covenant Defeasance pursuant to an election under Section 12031403, the Issuer or the applicable Guarantor shall have delivered to the Trustee an Opinion of Counsel to the effect that the beneficial owners Holders of the such Outstanding Securities of such series and any coupons appertaining thereto will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to the Outstanding Securities of such series covenant defeasance and will be subject to U.S. Federal income tax on the same amountamounts, in the same manner and at the same times as would be have been the case if such deposit and Covenant Defeasance were covenant defeasance had not to occuroccurred. (5) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (as if the provisions of the Trust Indenture Act applied to this Indenture) (assuming all Securities are in default within the meaning of such Act and that such Act applied to this Indenture). (6) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (7f) The Issuer or the applicable Guarantor shall have delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance the defeasance under Section 1402 or Covenant Defeasance the covenant defeasance under Section 1403 (as the case may be) have been complied with. (8) All amounts due and owing g) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer in connection therewith pursuant to the Trustee and its counsel shall have been paid in fullSection 301.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the Defeasance pursuant to Section 1202 or the Covenant Defeasance pursuant to Section 1203 of the Outstanding Securities of any series: (1) The Issuer or a Guarantor shall elect by Board Resolution to effect a Defeasance pursuant to Section 1202 or a Covenant Defeasance pursuant to Section 1203. (2) The Issuer or a Guarantor, as the case may be, shall irrevocably have deposited or caused to be deposited with the Trustee or its nominee (or another trustee which satisfies the requirements contemplated by Section 609 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Outstanding Securities of such series, (a) money in an amount, (b) U.S. Government Obligations that through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount or (c) a combination thereof, in each case, sufficient to pay all the principal of, and any premium and interest (and any Additional Amounts then known) on the Outstanding Securities of such series and any Additional Amounts then known thereon on the respective Stated Maturities, in accordance with the terms of this Indenture and the Securities of such series. As used herein, “U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable at the issuer’s option. (3) In the event of a Defeasance pursuant to Section 1202, the Issuer or the applicable Guarantor shall have delivered to the Trustee an Opinion of Counsel stating that (x) the Issuer or such Guarantor has received from, or there has been published by, the IRS a ruling or (y) since the date of this Indenture, there has been a change in the applicable U.S. Federal income tax law, in either case (x) or (y) to the effect that, and based thereon such opinion shall confirm that, the beneficial owners of the Outstanding Securities of such series and will not recognize gain or loss for U.S. Federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to the Outstanding Securities of such series and will be subject to U.S. Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur. (4) In the event of a Covenant Defeasance pursuant to Section 1203, the Issuer or the applicable Guarantor shall have delivered to the Trustee an Opinion of Counsel to the effect that the beneficial owners of the Outstanding Securities of such series will not recognize gain or loss for U.S. Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to the Outstanding Securities of such series and will be subject to U.S. Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur. (5) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (as if the provisions of the Trust Indenture Act applied to this Indenture) (assuming all Securities are in default within the meaning of such Act and that such Act applied to this Indenture). (6) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (7) The Issuer or the applicable Guarantor shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with. (8) All amounts due and owing to the Trustee and its counsel shall have been paid in full.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the Defeasance pursuant application of Section 1402 or Section 1403 to Section 1202 or the Covenant Defeasance pursuant to Section 1203 of the any Outstanding Securities of or within a series and any seriescoupons appertaining thereto: (1a) The Issuer or a Guarantor shall elect by Board Resolution to effect a Defeasance pursuant to Section 1202 or a Covenant Defeasance pursuant to Section 1203. (2) The Issuer or a Guarantor, as the case may be, Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies satisfying the requirements contemplated by of Section 609 and agrees 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Outstanding such Securities of such seriesand any coupons appertaining thereto, (a1) money an amount in an amountsuch currency, currencies or currency unit in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity, or (b2) U.S. Government Obligations that applicable to such Securities and coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which such Securities and coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provideprovide (without reinvestment of interest thereon), not later than one day before the due date of any paymentpayment of principal of (and premium, if any) and interest, if any, on such Securities and any coupons appertaining thereto, money in an amount amount, or (c3) a combination thereof, in each any case, sufficient in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay all and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal ofof (and premium, if any) and interest, if any, on such Outstanding Securities and any premium coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and interest (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any Additional Amounts then known) coupons appertaining thereto on the Outstanding Securities of day on which such series payments are due and any Additional Amounts then known thereon on the respective Stated Maturities, payable in accordance with the terms of this Indenture and the Securities of such series. As used herein, “U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including Securities and any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable at the issuer’s optioncoupons appertaining thereto. (3b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company or the Guarantor is a party or by which it is bound. (c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(6) and 501(7) are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (d) In the event case of a Defeasance pursuant to an election under Section 12021402, the Issuer or the applicable Guarantor Company shall have delivered to the Trustee an Opinion of Counsel stating that (xi) the Issuer or such Guarantor Company has received from, or there has been published by, the IRS Internal Revenue Service a ruling ruling, or (yii) since the date of execution of this Indenture, there has been a change in the applicable U.S. Federal federal income tax law, in either case (x) or (y) to the effect that, and based thereon such opinion shall confirm that, the beneficial owners Holders of the such Outstanding Securities of such series and any coupons appertaining thereto will not recognize income, gain or loss for U.S. Federal federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to the Outstanding Securities of such series defeasance and will be subject to U.S. Federal federal income tax on the same amountamounts, in the same manner and at the same times as would be have been the case if such deposit, Defeasance and discharge were defeasance had not to occuroccurred. (4e) In the event case of a Covenant Defeasance pursuant to an election under Section 12031403, the Issuer or the applicable Guarantor Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the beneficial owners Holders of the such Outstanding Securities of such series and any coupons appertaining thereto will not recognize income, gain or loss for U.S. Federal federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to the Outstanding Securities of such series covenant defeasance and will be subject to U.S. Federal federal income tax on the same amountamounts, in the same manner and at the same times as would be have been the case if such deposit and Covenant Defeasance were covenant defeasance had not to occuroccurred. (5) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (as if the provisions of the Trust Indenture Act applied to this Indenture) (assuming all Securities are in default within the meaning of such Act and that such Act applied to this Indenture). (6) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (7f) The Issuer or the applicable Guarantor Company shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection (a) above and the related exercise of the Company’s option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company, with respect to the trust funds representing such Defeasance deposit or Covenant Defeasance by the Trustee for such trust funds or (ii) all necessary registrations under said Act have been complied witheffected. (8) All amounts due and owing g) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company or the Guarantor in connection therewith pursuant to the Trustee and its counsel shall have been paid in fullSection 301.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the Defeasance pursuant application of Section 1402 or Section 1403 to Section 1202 or the Covenant Defeasance pursuant to Section 1203 of the any Outstanding Securities of or within a series and any seriescoupons appertaining thereto: (1a) The Issuer or a Guarantor shall elect by Board Resolution to effect a Defeasance pursuant to Section 1202 or a Covenant Defeasance pursuant to Section 1203. (2) The Issuer or a Guarantor, as the case may be, shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies satisfying the requirements contemplated by of Section 609 and agrees 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Outstanding such Securities of such seriesand any coupons appertaining thereto, (a1) money an amount in an amountsuch currency, currencies or currency unit in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity, or (b2) U.S. Government Obligations that applicable to such Securities and coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which such Securities and coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any paymentpayment of principal of (and premium or Make-Whole Amount, if any) and interest, if any, on such Securities and any coupons appertaining thereto, money in an amount amount, or (c3) a combination thereof, in each any case, sufficient in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay all and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal ofof (and premium or Make-Whole Amount, if any) and interest, if any, on such Outstanding Securities and any premium coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and interest (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any Additional Amounts then known) coupons appertaining thereto on the Outstanding Securities of day on which such series payments are due and any Additional Amounts then known thereon on the respective Stated Maturities, payable in accordance with the terms of this Indenture and the Securities of such series. As used herein, “U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including Securities and any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable at the issuer’s optioncoupons appertaining thereto. (3b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer is a party or by which it is bound. (c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(6) and 501(7) are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (d) In the event case of a Defeasance pursuant to an election under Section 12021402, the Issuer or the applicable Guarantor shall have delivered to the Trustee an Opinion of Counsel stating that (xi) the Issuer or such Guarantor has received from, or there has been published by, the IRS Internal Revenue Service a ruling ruling, or (yii) since the date of execution of this Indenture, there has been a change in the applicable U.S. Federal income tax law, in either case (x) or (y) to the effect that, and based thereon such opinion shall confirm that, the beneficial owners Holders of the such Outstanding Securities of such series and any coupons appertaining thereto will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to the Outstanding Securities of such series defeasance and will be subject to U.S. Federal income tax on the same amountamounts, in the same manner and at the same times as would be have been the case if such deposit, Defeasance and discharge were defeasance had not to occuroccurred. (4e) In the event case of a Covenant Defeasance pursuant to an election under Section 12031403, the Issuer or the applicable Guarantor shall have delivered to the Trustee an Opinion of Counsel to the effect that the beneficial owners Holders of the such Outstanding Securities of such series and any coupons appertaining thereto will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to the Outstanding Securities of such series covenant defeasance and will be subject to U.S. Federal income tax on the same amountamounts, in the same manner and at the same times as would be have been the case if such deposit and Covenant Defeasance were covenant defeasance had not to occuroccurred. (5) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (as if the provisions of the Trust Indenture Act applied to this Indenture) (assuming all Securities are in default within the meaning of such Act and that such Act applied to this Indenture). (6) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (7f) The Issuer or the applicable Guarantor shall have delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection (a) above and the related exercise of the Issuer's option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Issuer, with respect to the trust funds representing such Defeasance deposit or Covenant Defeasance by the Trustee for such trust funds or (ii) all necessary registrations under said Act have been complied witheffected. (8) All amounts due and owing g) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer in connection therewith pursuant to the Trustee and its counsel shall have been paid in fullSection 301.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the Defeasance pursuant defeasance under Section 13.02 and covenant defeasance under Section 13.03 with respect to Section 1202 or the Covenant Defeasance pursuant to Section 1203 of the Outstanding Securities of any a particular series: (1) The Issuer or a Guarantor shall elect by Board Resolution to effect a Defeasance pursuant to Section 1202 or a Covenant Defeasance pursuant to Section 1203. (2) The Issuer or a Guarantor, as the case may be, Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies Trustee, under the requirements contemplated by Section 609 terms of an irrevocable trust agreement in form and agrees substance reasonably satisfactory to comply with the provisions of this Article applicable to it) such Trustee, as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Outstanding Securities of such seriesSecurities, (aA) money in the Applicable Currency in an amount, or (bB) if the Applicable Currency of such Securities is U.S. dollars, U.S. Government Obligations that which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount amount, or (cC) a combination thereof, in each casecase sufficient, sufficient after payment of all federal, state and local taxes or other charges or assessments in respect thereof payable by the Trustee, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay all and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of, of (and any premium and interest other amounts, if any, on) and each installment of principal of (and any Additional Amounts then knownpremium and other amounts, if any) and interest on the Outstanding Securities of such series and any Additional Amounts then known thereon on the respective Stated Maturities, Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to the Outstanding Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities. (2) No Default or Event of Default with respect to the Securities of such series. As used herein, “U.S. Government Obligations” means direct obligations (series shall have occurred and be continuing on the date of such deposit or certificates representing an ownership interest in shall occur as a result of such obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable at the issuer’s optiondeposit. (3) Such deposit, defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under this Indenture, or any other material debt agreement or instrument to which the Company is a party or by which it is bound. (4) In the event case of a Defeasance pursuant an election with respect to Section 120213.02, the Issuer or the applicable Guarantor Company shall have delivered to the Trustee either (a) a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Holders of the Outstanding Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred or (B) an Opinion of Counsel stating that (x) the Issuer or Counsel, based on such Guarantor has received from, or there has been published by, the IRS a ruling or (y) on a change in the applicable federal income tax law since the date of this Indenture, there has been a change in the applicable U.S. Federal income tax law, in either case (x) or (y) to the effect that, and based thereon such opinion shall confirm that, the beneficial owners Holders of the Outstanding Securities of such series and will not recognize income, gain or loss for U.S. Federal federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to the Outstanding Securities of such series defeasance and will be subject to U.S. Federal federal income tax on the same amountamounts, in the same manner and at the same times as would be have been the case if such deposit, Defeasance and discharge were defeasance had not to occuroccurred. (45) In the event case of a Covenant Defeasance pursuant an election with respect to Section 120313.03, the Issuer or the applicable Guarantor Company shall have delivered to the Trustee an Opinion of Counsel or a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the beneficial owners Holders of the Outstanding Securities of such series will not recognize income, gain or loss for U.S. Federal federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to the Outstanding Securities of such series covenant defeasance and will be subject to U.S. Federal federal income tax on the same amountamounts, in the same manner and at the same times as would be have been the case if such deposit and Covenant Defeasance were covenant defeasance had not to occur. (5) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (as if the provisions of the Trust Indenture Act applied to this Indenture) (assuming all Securities are in default within the meaning of such Act and that such Act applied to this Indenture)occurred. (6) Such Defeasance defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust covenant defeasance shall be registered under such Act effected in compliance with any additional terms, conditions or exempt from registration thereunderlimitations which may be imposed on the Company in connection therewith pursuant to Section 3.01. (7) The Issuer or the applicable Guarantor Company shall have delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect provided for relating to such Defeasance either the defeasance under Section 13.02 or Covenant Defeasance the covenant defeasance under Section 13.03 (as the case may be) have been complied with. (8) All amounts due and owing to the Trustee and its counsel shall have been paid in full.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the Defeasance pursuant application of either Section 11.02 or 11.03 hereof to Section 1202 or the Covenant Defeasance pursuant to Section 1203 of the Outstanding Securities of any seriesDefeasible Series: (1i) The Issuer or a Guarantor shall elect by Board Resolution to effect a Defeasance pursuant to Section 1202 or a Covenant Defeasance pursuant to Section 1203. (2) The Issuer or a Guarantor, as the case may be, Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which that satisfies the requirements contemplated by Section 609 9.10 hereof and agrees to comply with the provisions of this Article 11 applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Outstanding Securities of such series, (aA) money in an amount, or (bB) U.S. Government Obligations that through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount amount, or (cC) a combination thereof, in each casecase sufficient, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay all and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, (1) the principal of, and any premium of and interest (and any Additional Amounts then known) on the Outstanding Securities of such series and any Additional Amounts then known thereon on the respective Stated MaturitiesMaturities (or redemption date, if applicable) of such 65 76 principal or installment of interest and (2) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities on the day on which such payments are due and payable in accordance with the terms of this Indenture and such Securities; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to said payments with respect to such Securities. Before such a deposit, the Company may give to the Trustee, in accordance with Section 4.02 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such seriesseries and Article 4 hereof, which notice shall be irrevocable. As used hereinSuch irrevocable redemption notice, “U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest if given, shall be given effect in such obligations) of applying the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable at the issuer’s optionforegoing. (3ii) In the event case of a Defeasance pursuant to an election under Section 120211.02 hereof, the Issuer or the applicable Guarantor Company shall have delivered to the Trustee an Opinion of Counsel stating that (xA) the Issuer or such Guarantor Company has received from, or there has been published by, the IRS Internal Revenue Service a ruling or (yB) since the date of this Indenturefirst set forth hereinabove, there has been a change in the applicable U.S. Federal income tax law, in either case (x) or (y) case, to the effect that, and based thereon such opinion shall confirm that, the beneficial owners Holders of the Outstanding Securities of such series and will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of the deposit, such Defeasance and discharge to be effected with respect to the Outstanding Securities of such series and will be subject to U.S. Federal income tax on the same amountamounts, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur. (4iii) In the event case of a Covenant Defeasance pursuant to an election under Section 120311.03 hereof, the Issuer or the applicable Guarantor Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the beneficial owners Holders of the Outstanding Securities of such series will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of the deposit and such Covenant Defeasance to be effected with respect to the Outstanding Securities of such series and will be subject to U.S. Federal income tax on the same amountamounts, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur. (5iv) The Company shall have delivered to the Trustee an Officers' Certificate to the effect that the Securities of such series, if then listed on any securities exchange, will not be delisted as a result of such Defeasance or Covenant Defeasance. (v) No Default or Event of Default shall have occurred and be continuing at the time of such deposit. (vi) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (as if the provisions of the Trust Indenture Act applied to this Indenture) TIA (assuming all Securities are in default within the meaning of such Act and that such Act applied to this Indenturethe TIA). (6vii) Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company is a party or by which it is bound. (viii) Notwithstanding any other provisions of this Section, such Defeasance or Covenant Defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations in connection therewith pursuant to Section 3.01 hereof. (ix) The Company shall have delivered to the Trustee an Officers' Certificate, stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with. (x) No event or condition shall exist that, pursuant to the provisions of Article 16 hereof, would prevent the Company from making payments of the principal of or interest on the Securities of such series on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered qualified under such Act or exempt from registration regulation thereunder. (7) The Issuer or the applicable Guarantor shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with. (8) All amounts due and owing to the Trustee and its counsel shall have been paid in full.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the Defeasance pursuant defeasance under Section 13.02 and covenant defeasance under Section 13.03 with respect to Section 1202 or the Covenant Defeasance pursuant to Section 1203 of the Outstanding Securities of any a particular series: (1) The Issuer or a Guarantor shall elect by Board Resolution to effect a Defeasance pursuant to Section 1202 or a Covenant Defeasance pursuant to Section 1203. (2) The Issuer or a Guarantor, as the case may be, shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies Trustee, under the requirements contemplated by Section 609 terms of an irrevocable trust agreement in form and agrees substance reasonably satisfactory to comply with the provisions of this Article applicable to it) such Trustee, as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Outstanding Securities of such seriesSecurities, (aA) money in the Applicable Currency in an amount, or (bB) if the Applicable Currency of such Securities is U.S. dollars, U.S. Government Obligations that which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount amount, or (cC) a combination thereof, in each casecase sufficient, sufficient after payment of all applicable federal, provincial, territorial, state and local taxes or other charges or assessments in respect thereof payable by the Trustee, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay all and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of, of (and any premium and interest other amounts, if any, on) and each installment of principal of (and any Additional Amounts then knownpremium and other amounts, if any) and interest on the Outstanding Securities of such series and any Additional Amounts then known thereon on the respective Stated Maturities, Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to the Outstanding Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities. Notwithstanding anything herein to the contrary, the Issuer shall be entitled to direct the Trustee to use, and the Trustee shall thereafter cause, the trust funds deposited in accordance with the first sentence of this Section 13.04(1) to effect a redemption in accordance with Section 11.08 hereof. (2) No Default or Event of Default with respect to the Securities of such series. As used hereinseries shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit or, “U.S. Government Obligations” means direct obligations in the case of bankruptcy or insolvency proceedings, at any time during the period ending on the day which is the later of (or certificates representing an ownership interest in i) three months and one day after the date of such obligationsdeposit and (ii) 91 days after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the United States expiration of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable at the issuer’s optionsuch period). (3) In the event of a Defeasance pursuant to Section 1202, the Issuer or the applicable Guarantor shall have delivered to the Trustee an Opinion of Counsel Officer's Certificate stating that (x) the deposit was not made by the Issuer with the intent of preferring the holders of the Securities over the other creditors of the Issuer, with the intent of defeating, hindering, delaying or defrauding creditors of the Issuer or such Guarantor has received fromothers. (4) Such deposit, defeasance or covenant defeasance shall not result in a breach or violation of, or there has been published byconstitute a default under this Indenture, or any other material debt agreement or instrument to which the Issuer is a party or by which it is bound. (5) In the case of an election with respect to Section 13.02, the IRS Issuer shall have delivered to the Trustee (A) an Opinion of Counsel, such counsel to be a U.S. Person, based on a ruling from the Internal Revenue Service or (y) on a change in the applicable U.S. federal income tax law since the date of this Indenture, there has been a change in the applicable U.S. Federal income tax law, in either case (x) or (y) to the effect that, and based thereon such opinion shall confirm that, that the beneficial owners Holders of the Outstanding Securities of such series and will not recognize income, gain or loss for U.S. Federal federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to the Outstanding Securities of such series defeasance and will be subject to U.S. Federal federal income tax on the same amountamounts, in the same manner and at the same times as would be have been the case if such deposit, Defeasance defeasance had not occurred and discharge were not to occur. (4B) In the event of a Covenant Defeasance pursuant to Section 1203, the Issuer or the applicable Guarantor shall have delivered to the Trustee an Opinion of Counsel Counsel, such counsel to be a Canadian Person, to the effect that the beneficial owners Holders of the Outstanding Securities of such series will not recognize income, gain or loss for U.S. Federal Canadian federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to the Outstanding Securities of such series defeasance and will be subject to U.S. Federal Canadian federal income tax on the same amountamounts, in the same manner and at the same times as would be have been the case if such deposit and Covenant Defeasance were defeasance had not to occur. (5) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (as if the provisions of the Trust Indenture Act applied to this Indenture) (assuming all Securities are in default within the meaning of such Act and that such Act applied to this Indenture)occurred. (6) Such Defeasance In the case of an election with respect to Section 13.03, the Issuer shall have delivered to the Trustee (A) an Opinion of Counsel, such counsel to be a U.S. Person, to the effect that the Holders of the Outstanding Securities of such series will not recognize income, gain or Covenant Defeasance shall not loss for U.S. federal income tax purposes as a result of such defeasance and will be subject to U.S. federal income tax on the same amounts, in the trust arising from same manner and at the same times as would have been the case if such deposit constituting defeasance had not occurred and (B) an investment company within Opinion of Counsel, such counsel to be a Canadian Person, to the meaning effect that the Holders of the Investment Company Act unless Outstanding Securities of such trust shall series will not recognize income, gain or loss for Canadian federal income tax purposes as a result of such defeasance and will be registered under subject to Canadian federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Act or exempt from registration thereunderdefeasance had not occurred. (7) In the case of an election with respect to Section 13.02, the Issuer shall have delivered to the Trustee an Opinion of Counsel, such counsel to be a Canadian Person, to the effect that any payment or credit by the Issuer of the principal of or interest on the Securities to a holder thereof will be exempt from Canadian withholding tax if the holder thereof, for the purposes of the INCOME TAX ACT (Canada) (or any successor law) is or is deemed to be a non-resident of Canada and deals at arms' length with the Issuer at the time of such payment or credit. (8) In the case of an election with respect to Section 13.03, the Issuer shall have delivered to the Trustee an Opinion of Counsel, such counsel to be a Canadian Person, to the effect that any payment or credit by the Issuer of the principal of or interest on the Securities to a holder thereof will be exempt from Canadian withholding tax if the holder thereof, for the purposes of the INCOME TAX ACT (Canada) (or any successor law) is or is deemed to be a non-resident of Canada and deals at arms' length with the Issuer at the time of such payment or credit. (9) Such defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed on the Issuer in connection therewith pursuant to Section 3.01. (10) The Issuer or the applicable Guarantor shall have delivered to the Trustee an Officer’s 's Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect provided for relating to such Defeasance either the defeasance under Section 13.02 or Covenant Defeasance the covenant defeasance under Section 13.03 (as the case may be) have been complied with. (8) All amounts due and owing to the Trustee and its counsel shall have been paid in full.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the Defeasance pursuant to Section 1202 or the Covenant Defeasance pursuant to Section 1203 of the Outstanding Securities of any series: (1) The Issuer or a Guarantor shall elect by Board Resolution to effect a Defeasance pursuant to Section 1202 or a Covenant Defeasance pursuant to Section 1203. (2) The Issuer or a Guarantor, as the case may be, shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements contemplated by Section 609 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Outstanding Securities of such series, (a) money in an amount, (b) U.S. Government Obligations that through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount or (c) a combination thereof, in each case, sufficient to pay all the principal of, and any premium and interest (and any Additional Amounts then known) on the Outstanding Securities of such series and any Additional Amounts then known thereon on the respective Stated Maturities, in accordance with the terms of this Indenture and the Securities of such series. As used herein, “U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable at the issuer’s option. (3) In the event of a Defeasance pursuant to Section 1202, the Issuer or the applicable Guarantor shall have delivered to the Trustee an Opinion of Counsel stating that (x) the Issuer or such Guarantor has received from, or there has been published by, the IRS Internal Revenue Service a ruling or (y) since the date of this Indenture, there has been a change in the applicable U.S. Federal income tax law, in either case (x) or (y) to the effect that, and based thereon such opinion shall confirm that, the beneficial owners of the Outstanding Securities of such series and will not recognize gain or loss for U.S. Federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to the Outstanding Securities of such series and will be subject to U.S. Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur. (4) In the event of a Covenant Defeasance pursuant to Section 1203, the Issuer or the applicable Guarantor shall have delivered to the Trustee an Opinion of Counsel to the effect that the beneficial owners of the Outstanding Securities of such series will not recognize gain or loss for U.S. Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to the Outstanding Securities of such series and will be subject to U.S. Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur. (5) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (as if the provisions of the Trust Indenture Act applied to this Indenture) (assuming all Securities are in default within the meaning of such Act and that such Act applied to this Indenture). (6) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (7) The Issuer or the applicable Guarantor shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with. (8) All amounts due and owing to the Trustee and its counsel shall have been paid in full.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the Defeasance pursuant application of Section 10.4 or Section 10.5 to Section 1202 or the Covenant Defeasance pursuant to Section 1203 of the Outstanding any Securities of or within a series and any seriesCoupons appertaining thereto: (1) The Issuer or a Guarantor shall elect by Board Resolution to effect a Defeasance pursuant to Section 1202 or a Covenant Defeasance pursuant to Section 1203. (2) The Issuer or a Guarantor, as the case may be, shall irrevocably have deposited or caused to be deposited irrevocably with the Trustee (or another trustee which satisfies Trustee satisfying the requirements contemplated by of Section 609 and agrees 6.9 who shall agree to comply with with, and shall be entitled to the benefits of, the provisions of this Article Sections 10.3 through 10.9 inclusive and the last paragraph of Section 3.3 applicable to itthe Trustee, for purposes of such Sections also a "Trustee") as trust funds in trust for the purpose of making the following paymentspayments referred to in clauses (X) and (Y) of this Section 10.6(1), specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any Coupons appertaining thereto, with instructions to the Outstanding Securities of such seriesTrustee as to the application thereof, (a) money in an amountamount (in such currency, currencies or currency unit or units in which such Securities and any Coupons appertaining thereto are then specified as payable at maturity), or (b) if Securities of such series are not subject to repayment at the option of Holders, U.S. Government Obligations that which through the scheduled payment of interest and principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any paymentpayment referred to in clause (X) or (Y) of this Section 10.6(1), money in an amount or (c) a combination thereofthereof in an amount sufficient, in each casethe opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, sufficient to pay all and discharge, and which shall be applied by the Trustee to pay and discharge, (X) the principal of, premium, if any, and interest and Additional Amounts, if any, on Securities and any premium and interest (and any Additional Amounts then known) Coupons appertaining thereto on the Outstanding Securities maturity of such series principal or installment of principal or interest and (Y) any Additional Amounts then known thereon mandatory sinking fund payments applicable to such Securities on the respective Stated Maturities, day on which such payments are due and payable in accordance with the terms of this Indenture and such Securities and any Coupons appertaining thereto. Before such a deposit the Securities of such series. As used herein, “U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of Issuer may make arrangements satisfactory to the United States of America (including any agency or instrumentality thereof) Trustee for the payment redemption of Securities at a future date or dates in accordance with Article XII which shall be given effect in applying the foregoing. (2) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default or Event of Default under, this Indenture or result in a breach or violation of, or constitute a default under, any other material agreement or instrument to which the full faith and credit of the United States of America Issuer is pledged and a party or by which are not callable at the issuer’s optionit is bound. (3) In the event case of a Defeasance pursuant to an election under Section 120210.4, the Issuer or the applicable Guarantor shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel stating to the effect that (xa) the Issuer or such Guarantor has received from, or there has been published by, the IRS Internal Revenue Service a ruling ruling, or (yb) since the date of execution of this Indenture, there has been a change in the applicable U.S. Federal income tax law, in either case (x) or (y) to the effect that, and based thereon such opinion shall confirm that, the beneficial owners of the Outstanding Securities Holders of such series Securities and any Coupons appertaining thereto will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to the Outstanding Securities of such series defeasance and will be subject to U.S. Federal income tax on the same amount, amount and in the same manner and at the same times times, as would be have been the case if such deposit, Defeasance defeasance and discharge were had not to occuroccurred. (4) In the event case of a Covenant Defeasance pursuant to an election under Section 120310.5, the Issuer or the applicable Guarantor shall have delivered to the Trustee an Opinion of Counsel to the effect that the beneficial owners of the Outstanding Securities Holders of such series Securities and any Coupons appertaining thereto will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to the Outstanding Securities of such series covenant defeasance and will be subject to U.S. Federal income tax on the same amountamounts, in the same manner and at the same times as would be have been the case if such deposit and Covenant Defeasance were covenant defeasance had not to occuroccurred. (5) Such Defeasance or Covenant Defeasance The Issuer shall not cause have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to have a conflicting interest within the meaning of defeasance under Section 10.4 or the Trust Indenture Act covenant defeasance under Section 10.5 (as if the provisions of case may be), including those contained in this Section 10.6 other than the Trust Indenture Act applied to this Indenture) (assuming all Securities are 90 day period specified in default within the meaning of such Act and that such Act applied to this IndentureSection 10.6(7), have been complied with. (6) This Issuer shall have delivered to the Trustee an Officer's Certificate to the effect that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit. (7) No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 5.1(5) and (6), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day). (8) Such Defeasance defeasance or Covenant Defeasance covenant defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940 unless such trust shall be registered under such Act or exempt from registration thereunder. (79) The Such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer or the applicable Guarantor shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied within connection therewith as contemplated by Section 2.3. (8) All amounts due and owing to the Trustee and its counsel shall have been paid in full.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either SECTION 13.02 or SECTION 13.03 to the Defeasance pursuant to Section 1202 or the Covenant Defeasance pursuant to Section 1203 of the then Outstanding Securities of any series: (1) The Issuer or a Guarantor shall elect by Board Resolution to effect a Defeasance pursuant to Section 1202 or a Covenant Defeasance pursuant to Section 1203. (2) The Issuer or a Guarantor, as the case may be, Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies satisfying the requirements contemplated by Section 609 and agrees of SECTION 6.09 who shall agree to comply with the provisions of this Article ARTICLE THIRTEEN applicable to it) as trust funds in trust for the purpose of making the following payments, payments specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Outstanding Securities of such series, (aA) money in an amount, or (bB) U.S. Government Obligations that which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount amount, or (cC) a combination thereof, sufficient, in each casethe opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, sufficient to pay all and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal ofof (and premium, if any) and each installment of interest on the Securities and any premium and interest coupons pertaining thereto on the Stated Maturity of such principal (and any Additional Amounts then knownpremium, if any) on the Outstanding Securities or installment of such series and any Additional Amounts then known thereon on the respective Stated Maturities, interest in accordance with the terms of this Indenture and of the Securities of such series. As used hereinFor this purpose, “"U.S. Government Obligations” GOVERNMENT OBLIGATIONS" means securities that are (x) direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of which the its full faith and credit is pledged or (y) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States the payment of America which is pledged unconditionally guaranteed as a full faith and which credit obligation by the United States, which, in either case, are not callable or redeemable at the issuer’s optionoption of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt, PROVIDED that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receipt. (32) In the event case of a Defeasance pursuant to Section 1202an election under SECTION 13.02, the Issuer or the applicable Guarantor Company shall have delivered to the Trustee an Opinion of Counsel stating that (x) the Issuer or such Guarantor Company has received from, or there has been published by, the IRS Internal Revenue Service a ruling ruling, or (y) since the date of this Indenture, Indenture there has been a change in the applicable U.S. United States Federal income tax law, in either case (x) or (y) to the effect that, and based thereon such opinion shall confirm that, the beneficial owners Holders of the Outstanding Securities of such series and will not recognize income, gain or loss for U.S. United States Federal income tax purposes as a result of the such deposit, Defeasance defeasance and discharge and will be subject to be effected with respect United States Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred. (3) In the case of an election under SECTION 13.03, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the Outstanding Securities of such series will not recognize gain or loss for United States Federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to U.S. United States Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur. (4) In the event of a Covenant Defeasance pursuant to Section 1203, the Issuer or the applicable Guarantor shall have delivered to the Trustee an Opinion of Counsel to the effect that the beneficial owners of the Outstanding Securities of such series will not recognize gain or loss for U.S. Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to the Outstanding Securities of such series and will be subject to U.S. Federal income tax on the same amount, in the same manner and at the same times as would be been the case if such deposit and Covenant Defeasance were covenant defeasance had not occurred. 60 (4) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to occurthe Securities of such series shall have occurred and be continuing on the date of such deposit or, insofar as SECTIONS 5.01(5) and (6) are concerned, at any time during the period ending on the 121st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (5) Such Defeasance defeasance or Covenant Defeasance covenant defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (as if the provisions with respect to any securities of the Trust Indenture Act applied to this Indenture) (assuming all Securities are in default within the meaning of such Act and that such Act applied to this Indenture)Company. (6) Such Defeasance defeasance or Covenant Defeasance covenant defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company is a party or by which it is bound. (7) The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the defeasance under SECTION 13.02 or the covenant defeasance under SECTION 13.03 (as the case may be) have been complied with. (8) Such defeasance or covenant defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of as defined in the Investment Company Act unless of 1940, as amended, or such trust shall be registered qualified under such Act or exempt from registration regulation thereunder. (7) The Issuer or the applicable Guarantor shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with. (8) All amounts due and owing to the Trustee and its counsel shall have been paid in full.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either SECTION 13.02 or SECTION 13.03 to the Defeasance pursuant to Section 1202 or the Covenant Defeasance pursuant to Section 1203 of the then Outstanding Securities of any series:: 61 (1) The Issuer or a Guarantor shall elect by Board Resolution to effect a Defeasance pursuant to Section 1202 or a Covenant Defeasance pursuant to Section 1203. (2) The Issuer or a Guarantor, as the case may be, Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies satisfying the requirements contemplated by Section 609 and agrees of SECTION 6.09 who shall agree to comply with the provisions of this Article ARTICLE THIRTEEN applicable to it) as trust funds in trust for the purpose of making the following payments, payments specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Outstanding Securities of such series, (aA) money in an amount, or (bB) U.S. Government Obligations that which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount amount, or (cC) a combination thereof, sufficient, in each casethe opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, sufficient to pay all and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal ofof (and premium, if any) and each installment of interest on the Securities and any premium and interest coupons pertaining thereto on the Stated Maturity of such principal (and any Additional Amounts then knownpremium, if any) on the Outstanding Securities or installment of such series and any Additional Amounts then known thereon on the respective Stated Maturities, interest in accordance with the terms of this Indenture and of the Securities of such series. As used hereinFor this purpose, “"U.S. Government Obligations” GOVERNMENT OBLIGATIONS" means securities that are (x) direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of which the its full faith and credit is pledged or (y) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States the payment of America which is pledged unconditionally guaranteed as a full faith and which credit obligation by the United States, which, in either case, are not callable or redeemable at the issuer’s optionoption of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receipt. (32) In the event case of a Defeasance pursuant to Section 1202an election under SECTION 13.02, the Issuer or the applicable Guarantor Company shall have delivered to the Trustee an Opinion of Counsel stating that (x) the Issuer or such Guarantor Company has received from, or there has been published by, the IRS Internal Revenue Service a ruling ruling, or (y) since the date of this Indenture, Indenture there has been a change in the applicable U.S. United States Federal income tax law, in either case (x) or (y) to the effect that, and based thereon such opinion shall confirm that, the beneficial owners Holders of the Outstanding Securities of such series and will not recognize income, gain or loss for U.S. United States Federal income tax purposes as a result of the such deposit, Defeasance defeasance and discharge and will be subject to be effected with respect United States Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred. (3) In the case of an election under SECTION 13.03, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the Outstanding Securities of such series will not recognize gain or loss for United States Federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to U.S. United States Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur. (4) In the event of a Covenant Defeasance pursuant to Section 1203, the Issuer or the applicable Guarantor shall have delivered to the Trustee an Opinion of Counsel to the effect that the beneficial owners of the Outstanding Securities of such series will not recognize gain or loss for U.S. Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to the Outstanding Securities of such series and will be subject to U.S. Federal income tax on the same amount, in the same manner and at the same times as would be been the case if such deposit and Covenant Defeasance were covenant defeasance had not occurred. (4) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to occurthe Securities of such series shall have occurred and be continuing on the date of such deposit or, insofar as SECTIONS 5.01(5) and (6) are concerned, at any time during the period ending on the 121st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (5) Such Defeasance defeasance or Covenant Defeasance covenant defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (as if the provisions with respect to any securities of the Trust Indenture Act applied to this Indenture) (assuming all Securities are in default within the meaning of such Act and that such Act applied to this Indenture)Company. (6) Such Defeasance defeasance or Covenant Defeasance covenant defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company is a party or by which it is bound. (7) The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the defeasance under SECTION 13.02 or the covenant defeasance under SECTION 13.03 (as the case may be) have been complied with. (8) Such defeasance or covenant defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of as defined in the Investment Company Act unless of 1940, as amended, or such trust shall be registered qualified under such Act or exempt from registration regulation thereunder. (7) The Issuer or the applicable Guarantor shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with. (8) All amounts due and owing to the Trustee and its counsel shall have been paid in full.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the Defeasance pursuant to Section 1202 1302 or the Covenant Defeasance pursuant to Section 1203 1303 of the Outstanding Securities of any seriesDefeasible Series: (1) The Issuer Company or a the Guarantor shall elect by Board Resolution to effect a Defeasance pursuant to Section 1202 1302 or a Covenant Defeasance pursuant to Section 12031303 with respect to the Outstanding Securities of any Defeasible Series specified in such Board Resolution. (2) The Issuer Company or a Guarantor, the Guarantor as the case may be, shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements contemplated by Section 609 608 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Outstanding Securities of such series, (aA) money in an amount, or (bB) U.S. Government Obligations that which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount amount, or (cC) a combination thereof, in each casecase sufficient, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay all and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of, of and any premium and interest (and any Additional Amounts then known) on the Outstanding Securities of such series and any Additional Amounts then known thereon on the respective Stated Maturities, in accordance with the terms of this Indenture and the Securities of such series. As used herein, “U.S. Government ObligationsObligation” means (x) any security which is (i) a direct obligations (or certificates representing an ownership interest in such obligations) obligation of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable at the issuer’s option. or (3ii) In the event an obligation of a Defeasance pursuant to Section 1202Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, the Issuer or the applicable Guarantor shall have delivered to the Trustee an Opinion of Counsel stating that (x) the Issuer or such Guarantor has received from, or there has been published by, the IRS a ruling or (y) since the date of this Indenture, there has been a change in the applicable U.S. Federal income tax lawwhich, in either case (xi) or (ii), is not callable or redeemable at the option of the issuer thereof, and (y) to the effect that, and based thereon such opinion shall confirm that, the beneficial owners any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Outstanding Securities of such series and will not recognize gain or loss for U.S. Federal income tax purposes Act) as a result of the deposit, Defeasance and discharge to be effected custodian with respect to any U.S. Government Obligation which is specified in Clause (x) above and held by such bank for the Outstanding Securities account of the holder of such series and will be subject to U.S. Federal income tax on the same amountdepositary receipt, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur. (4) In the event of a Covenant Defeasance pursuant to Section 1203, the Issuer or the applicable Guarantor shall have delivered to the Trustee an Opinion of Counsel to the effect that the beneficial owners of the Outstanding Securities of such series will not recognize gain or loss for U.S. Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to any specific payment of principal of or interest on any U.S. Government Obligation which is so specified and held, provided that (except as required by law) such custodian is not authorized to make any deduction from the Outstanding Securities amount payable to the holder of such series and will be subject to U.S. Federal income tax on depositary receipt from any amount received by the same amount, custodian in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur. (5) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning respect of the Trust Indenture Act (as if the provisions of the Trust Indenture Act applied to this Indenture) (assuming all Securities are in default within the meaning of such Act and that such Act applied to this Indenture). (6) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (7) The Issuer U.S. Government Obligation or the applicable Guarantor shall have delivered to the Trustee an Officer’s Certificate and an Opinion specific payment of Counsel, each stating that all conditions precedent with respect to principal or interest evidenced by such Defeasance or Covenant Defeasance have been complied withdepositary receipt. (8) All amounts due and owing to the Trustee and its counsel shall have been paid in full.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the Defeasance pursuant application of Section 10.4 or Section 10.5 to Section 1202 or the Covenant Defeasance pursuant to Section 1203 of the Outstanding any Securities of or within a series and any seriesCoupons appertaining thereto: (1) The Issuer or a Guarantor shall elect by Board Resolution to effect a Defeasance pursuant to Section 1202 or a Covenant Defeasance pursuant to Section 1203. (2) The Issuer or a Guarantor, as the case may be, shall irrevocably have deposited or caused to be deposited irrevocably with the Trustee (or another trustee which satisfies Trustee satisfying the requirements contemplated by of Section 609 and agrees 6.9 who shall agree to comply with with, and shall be entitled to the benefits of, the provisions of this Article Sections 10.3 through 10.10 inclusive and the last paragraph of Section 3.3 applicable to itthe Trustee, for purposes of such Sections also a "Trustee") as trust funds in trust for the purpose of making the following paymentspayments referred to in clauses (X) and (Y) of this Section 10.6(1), specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any Coupons appertaining thereto, with instructions to the Outstanding Securities of such seriesTrustee as to the application thereof, (a) money in an amountamount (in such currency, currencies or currency unit or units in which such Securities and any Coupons appertaining thereto are then specified as payable at maturity), or (b) if Securities of such Series are not subject to repayment at the option of Holders, U.S. Government Obligations that which through the scheduled payment of interest and principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any paymentpayment referred to in clause (X) or (Y) of this Section 10.6(1), money in an amount or (c) a combination thereofthereof in an amount sufficient, in each casethe opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, sufficient to pay all and discharge, and which shall be applied by the Trustee to pay and discharge, (X) the principal of, premium, if any, and interest, if any, on Securities and any premium and interest (and any Additional Amounts then known) Coupons appertaining thereto on the Outstanding Securities maturity of such series principal or installment of principal or interest and (Y) any Additional Amounts then known thereon mandatory sinking fund payments applicable to such Securities on the respective Stated Maturities, day on which such payments are due and payable in accordance with the terms of this Indenture and such Securities and any Coupons appertaining thereto. Before such a deposit the Securities of such series. As used herein, “U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of Issuer may make arrangements satisfactory to the United States of America (including any agency or instrumentality thereof) Trustee for the payment redemption of Securities at a future date or dates in accordance with Article XII which shall be given effect in applying the foregoing. (2) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default or Event of Default under, this Indenture or result in a breach or violation of, or constitute a default under, any other material agreement or instrument to which the full faith and credit of the United States of America Issuer is pledged and a party or by which are not callable at the issuer’s optionit is bound. (3) In the event case of a Defeasance pursuant to an election under Section 120210.4, the Issuer or the applicable Guarantor shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel stating to the effect that (xa) the Issuer or such Guarantor has received from, or there has been published by, the IRS Internal Revenue Service a ruling ruling, or (yb) since the date of execution of this Indenture, there has been a change in the applicable U.S. Federal income tax law, in either case (x) or (y) to the effect that, and based thereon such opinion shall confirm that, the beneficial owners of the Outstanding Securities Holders of such series Securities and any Coupons appertaining thereto will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to the Outstanding Securities of such series defeasance and will be subject to U.S. Federal income tax on the same amount, amount and in the same manner and at the same times times, as would be have been the case if such deposit, Defeasance defeasance and discharge were had not to occuroccurred. (4) In the event case of a Covenant Defeasance pursuant to an election under Section 120310.5, the Issuer or the applicable Guarantor shall have delivered to the Trustee an Opinion of Counsel to the effect that the beneficial owners of the Outstanding Securities Holders of such series Securities and any Coupons appertaining thereto will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to the Outstanding Securities of such series covenant defeasance and will be subject to U.S. Federal income tax on the same amountamounts, in the same manner and at the same times as would be have been the case if such deposit and Covenant Defeasance were covenant defeasance had not to occuroccurred. (5) Such Defeasance or Covenant Defeasance The Issuer shall not cause have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to have a conflicting interest within the meaning of defeasance under Section 10.4 or the Trust Indenture Act covenant defeasance under Section 10.5 (as if the provisions of case may be), including those contained in this Section 10.6 other than the Trust Indenture Act applied to this Indenture) (assuming all Securities are 90 day period specified in default within the meaning of such Act and that such Act applied to this IndentureSection 10.6(7), have been complied with. (6) This Issuer shall have delivered to the Trustee an Officer's Certificate to the effect that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit. (7) No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 5.1(5) and (6), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day). (8) Such Defeasance defeasance or Covenant Defeasance covenant defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940 unless such trust shall be registered under such Act or exempt from registration thereunder. (79) The Such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer or the applicable Guarantor shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied within connection therewith as contemplated by Section 2.3. (8) All amounts due and owing to the Trustee and its counsel shall have been paid in full.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the Defeasance pursuant application of Section 12.02 or Section 12.03 to Section 1202 or the Covenant Defeasance pursuant to Section 1203 of the Outstanding Securities Notes of any series: (1) The Issuer or a Guarantor shall elect by Board Resolution to effect a Defeasance pursuant to Section 1202 or a Covenant Defeasance pursuant to Section 1203. (2) The Issuer or a Guarantor, as the case may be, Company shall irrevocably have deposited or caused to be deposited with the Indenture Trustee (or another trustee which satisfies the requirements contemplated by Section 609 7.11 and agrees to comply with the provisions of this Article 12 applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Outstanding Securities Notes of such series, (aA) money in an amountmoney, (bB) U.S. Government Obligations that which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount or (cC) a combination thereof, in each case, case in an amount sufficient to pay all and discharge, and which shall be applied by the Indenture Trustee (or any such other qualifying trustee) to pay and discharge, (x) the principal of, of and any premium and interest (and any Additional Amounts then known) on the Outstanding Securities of such series and any Additional Amounts then known thereon Notes on the respective Stated MaturitiesMaturity Dates therefor or on the redemption date, in accordance with the terms of this Indenture and such Notes and (y), if applicable, any mandatory sinking fund payments applicable to such Notes on the Securities day on which such payments are due and payable in accordance with the terms of this Indenture and such series. As used hereinNotes; provided that the Indenture Trustee shall have the right (but not the obligation) to require the Company to deliver to the Indenture Trustee an opinion of a nationally recognized firm of independent public accountants expressed in a written certification, “U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) other evidence satisfactory to the Indenture Trustee, as to the sufficiency of deposits made by the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable at the issuer’s option.Company pursuant to this Section 12.04; (32) In the event of a Defeasance pursuant an election to have Section 120212.02 apply to the Notes of any series, the Issuer or the applicable Guarantor Company shall have delivered to the Indenture Trustee an Opinion of Counsel stating to the effect that (xA) the Issuer or such Guarantor Company has received from, or there has been published by, the IRS Internal Revenue Service a ruling or (yB) since the date of this Indentureinstrument, there has been a change in the applicable U.S. Federal United States federal income tax law, in either case (x) or (y) to the effect that, and based thereon such opinion shall confirm thatthereon, the beneficial owners of the Outstanding Securities Holders of such series and Notes will not recognize gain or loss for U.S. Federal United States federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to the Outstanding Securities of such series Notes and will be subject to U.S. Federal United States federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur.; (43) In the event of a Covenant Defeasance pursuant an election to have Section 120312.03 apply to the Notes of any series, the Issuer or the applicable Guarantor Company shall have delivered to the Indenture Trustee an Opinion of Counsel to the effect that the beneficial owners of the Outstanding Securities Holders of such series Notes will not recognize gain or loss for U.S. Federal United States federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to the Outstanding Securities of such series Notes and will be subject to U.S. Federal United States federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur.; (4) No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Notes or any other Notes shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Section 5.01(d), (e), (f) or (g) at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day); (5) Such Defeasance or Covenant Defeasance shall not cause result in a breach or violation of, or constitute a default under, any indenture or other agreement or instrument for borrowed money to which the Trustee to have Company is a conflicting interest within the meaning of the Trust Indenture Act (as if the provisions of the Trust Indenture Act applied to this Indenture) (assuming all Securities are in default within the meaning of such Act and that such Act applied to this Indenture).party or by which it is bound; (6) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such the Investment Company Act or exempt from registration thereunder.; (7) If such Notes are to be redeemed prior to their Stated Maturity Date (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Indenture Trustee shall have been made; and (8) The Issuer or the applicable Guarantor Company shall have delivered to the Indenture Trustee an Officer’s 's Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with. (8) All amounts due and owing to the Trustee and its counsel shall have been paid in full.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the Defeasance pursuant application of either Section 1402 or Section 1403 (except where indicated as applying to Section 1202 or the Covenant Defeasance pursuant one of such Sections) to Section 1203 of the Outstanding Securities of any seriesNotes: (1i) The Issuer or a Guarantor shall elect by Board Resolution to effect a Defeasance pursuant to Section 1202 or a Covenant Defeasance pursuant to Section 1203. (2) The Issuer or a Guarantor, as the case may be, Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies satisfying the requirements contemplated by of Section 609 and agrees who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Outstanding Securities of such seriesNotes, (aA) money cash in United States dollars in an amount, or (bB) U.S. Government Obligations that which through the scheduled payment of principal Principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount amount, or (cC) a combination thereof, sufficient, in each casethe opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, sufficient to pay all the principal ofand discharge, and any premium which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the Principal of and interest (and any Additional Amounts then known) on the Outstanding Securities Notes on the Stated Maturity (or Redemption Date, if applicable) of such series and any Additional Amounts then known thereon on the respective Stated Maturities, in accordance with the terms of this Indenture and the Securities of such series. As used herein, “U.S. Government Obligations” means direct obligations Principal (or certificates representing an ownership interest in on any date (such obligationsdate being referred to as the "Defeasance Redemption Date") of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable at the issuer’s option. (3) In the event of a Defeasance pursuant if when exercising under Section 1401 either its option applicable to Section 12021402 or its option applicable to Section 1403, the Issuer or the applicable Guarantor Company shall have delivered to the Trustee an Opinion irrevocable notice to redeem all of Counsel the Outstanding Notes on the Defeasance Redemption Date and interest); provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to said payments with respect to the Notes; (ii) In the case of an election under Section 1402, the Company shall have delivered to the Trustee an opinion of independent counsel in the United States of America stating that (xA) the Issuer or such Guarantor Company has received from, or there has been published by, the IRS Internal Revenue Service a ruling or (yB) since the date of this Indenture, there has been a change in the applicable U.S. Federal federal income tax law, in either case (x) or (y) to the effect that, and based thereon such opinion of counsel in the United States of America shall confirm that, the beneficial owners Holders of the Outstanding Securities of such series and Notes will not recognize income, gain or loss for U.S. Federal federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to the Outstanding Securities of such series defeasance and will be subject to U.S. Federal federal income tax on the same amountamounts, in the same manner and at the same times as would be have been the case if such deposit, Defeasance and discharge were defeasance had not to occur.occurred; (4iii) In the event case of an election under Section 1403, the Company shall have delivered to the Trustee an opinion of independent counsel in the United States of America to the effect that the Holders of the Outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a Covenant Defeasance pursuant result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; (iv) No default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or, with respect to Section 1203501(6) or Section 501(7), at any time during the Issuer period ending on the 91st day after the date of deposit, as evidenced to the Trustee by an Officer's Certificate delivered to the Trustee concurrently with such deposit; (v) Such defeasance or covenant defeasance shall not cause the applicable Guarantor Trustee to have a conflicting interest with respect to any securities of the Company; (vi) The Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the beneficial owners of the Outstanding Securities of such series will not recognize gain or loss for U.S. Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to the Outstanding Securities of such series and will be subject to U.S. Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur. (5) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (as if the provisions of the Trust Indenture Act applied to this Indenture) (assuming all Securities are in default within the meaning of such Act and that such Act applied to this Indenture). (6) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting Company's, the Trustee's or the trust's being deemed to be an "investment company within the meaning of company" under the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder.of 1940, as amended; (7vii) The Issuer or the applicable Guarantor Company shall have delivered to the Trustee an Officer’s opinion of independent counsel to the effect that after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; (viii) The Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of the Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company; (ix) 91 days shall have passed after the deposit is made and during such 91-day period no event of Default specified in Section 501(6) or 501(7) shall occur and be continuing at the end of such period; (x) The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect provided for relating to such Defeasance either the defeasance under Section 1402 or Covenant Defeasance the covenant defeasance under Section 1403 (as the case may be) have been complied with.; (8) All amounts due xi) Such defeasance does not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company is a party or by which it is bound, and owing is not prohibited by Article 11, as evidenced to the Trustee by an Officers' Certificate delivered to the Trustee concurrently with such deposit; (xii) The Company has delivered to the Trustee an Officers' Certificate and its counsel an Opinion of Counsel, each stating that such deposit, defeasance and discharge does not conflict with the applicable provisions of this Indenture; and (xiii) The Company shall have been paid in fullnotified each Holder not more than 60 nor less than 30 days prior to the date of such defeasance or covenant defeasance of the effective date of such defeasance or covenant defeasance.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the Defeasance pursuant application of Section 10.4 or Section 10.5 to Section 1202 or the Covenant Defeasance pursuant to Section 1203 of the Outstanding any Securities of or within a series and any seriesCoupons appertaining thereto: (1) . The Issuer or a the Guarantor shall elect by Board Resolution to effect a Defeasance pursuant to Section 1202 or a Covenant Defeasance pursuant to Section 1203. (2) The Issuer or a Guarantor, as the case may be, shall irrevocably have deposited or caused to be deposited irrevocably with the Trustee (or another trustee which satisfies Trustee satisfying the requirements contemplated by of Section 609 and agrees 6.9 who shall agree to comply with with, and shall be entitled to the benefits of, the provisions of this Article Sections 10.3 through 10.9 inclusive and the last paragraph of Section 3.3 applicable to itthe Trustee, for purposes of such Sections also a “Trustee”) as trust funds in trust for the purpose of making the following paymentspayments referred to in this Section 10.6(1), specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any Coupons appertaining thereto, with instructions to the Outstanding Securities of such seriesTrustee as to the application thereof, (a) money in an amountamount (in such currency, currencies or currency unit or units in which such Securities and any Coupons appertaining thereto are then specified as payable at maturity), or (b) U.S. Government Obligations that which through the scheduled payment of interest and principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any paymentpayment referred to in this Section 10.6(1), money in an amount or (c) a combination thereofthereof in an amount sufficient, in each casethe opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, sufficient to pay all and discharge, and which shall be applied by the Trustee to pay and discharge the principal of, premium, if any, and interest and Additional Amounts, if any, on Securities and any premium and interest (and any Additional Amounts then known) Coupons appertaining thereto on the Outstanding Securities due date of such series and any Additional Amounts then known thereon on principal or installment of principal or interest. Before such a deposit the respective Stated Maturities, Issuer may make arrangements satisfactory to the Trustee for the redemption of Securities at a future date or dates in accordance with Article XII which shall be given effect in applying the terms foregoing. 2. Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default or Event of Default under, this Indenture and the Securities of such series. As used hereinor result in a breach or violation of, “U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including constitute a default under, any agency other agreement or instrumentality thereof) for the payment of instrument to which the full faith and credit of the United States of America is pledged and which are not callable at the issuer’s option. (3) In the event of a Defeasance pursuant to Section 1202, the Issuer or the applicable Guarantor is a party or by which it is bound. 3. In the case of an election under Section 10.4, the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating to the effect that (xa) the Issuer or such the Guarantor has received from, or there has been published by, the IRS Internal Revenue Service a ruling ruling, or (yb) since the date of execution of this Indenture, there has been a change in the applicable U.S. Federal income tax law, in either case (x) or (y) to the effect that, and based thereon such opinion shall confirm that, the beneficial owners of the Outstanding Securities Holders of such series Securities and any Coupons appertaining thereto will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to the Outstanding Securities of such series defeasance and will be subject to U.S. Federal income tax on the same amount, amount and in the same manner and at the same times times, as would be have been the case if such deposit, Defeasance defeasance and discharge were had not to occuroccurred. (4) . In the event case of a Covenant Defeasance pursuant to an election under Section 120310.5, the Issuer or the applicable Guarantor shall have delivered to the Trustee an Opinion of Counsel to the effect that the beneficial owners of the Outstanding Securities Holders of such series Securities and any Coupons appertaining thereto will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to the Outstanding Securities of such series covenant defeasance and will be subject to U.S. Federal income tax on the same amountamounts, in the same manner and at the same times as would be have been the case if such deposit and Covenant Defeasance were covenant defeasance had not to occuroccurred. 5. The Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 10.4 or the covenant defeasance under Section 10.5 (5as the case may be), including those contained in this Section 10.6 other than the 90 day period specified in Section 10.6(6), have been complied with. 6. No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 5.1(5) Such Defeasance and (6), at any time on or Covenant Defeasance prior to the 90th day after the date of such deposit (it being understood that this condition shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (as if the provisions of the Trust Indenture Act applied to this Indenture) (assuming all Securities are in default within the meaning of be deemed satisfied until after such Act and that such Act applied to this Indenture90th day). (6) 7. Such Defeasance defeasance or Covenant Defeasance covenant defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940 unless such trust shall be registered under such Act or exempt from registration thereunder. (7) The 8. Such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer or the applicable Guarantor shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied within connection therewith as contemplated by Section 2.3. (8) All amounts due and owing to the Trustee and its counsel shall have been paid in full.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the Defeasance pursuant to application of either Section 1202 or the Covenant Defeasance pursuant to Section 1203 of to the Outstanding Securities of any seriesSecurities: (1a) The Issuer or a Guarantor shall elect by Board Resolution to effect a Defeasance pursuant to Section 1202 or a Covenant Defeasance pursuant to Section 1203. (2) The Issuer or a Guarantor, as the case may be, Company shall irrevocably have deposited or caused to be deposited with the Indenture Trustee (or another trustee which satisfies satisfying the requirements contemplated by of Section 609 and agrees 607 who shall agree to comply with the provisions of this Article Twelve applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Outstanding Securities of such seriesSecurities, (aA) money in an amount, or (bB) U.S. Government Obligations that which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount amount, or (cC) a combination thereof, sufficient, in each casethe opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Indenture Trustee, sufficient to pay all and discharge, and which shall be applied by the Indenture Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of, and any premium of and interest (and any Additional Amounts then known) on the Outstanding Securities on the Stated Maturity (or Prepayment Date, if applicable) of such series principal or installment of interest and (ii) any Additional Amounts then known thereon mandatory sinking fund payments or analogous payments applicable to the Outstanding Securities on the respective Stated Maturities, day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such seriesSecurities; provided that the Indenture Trustee shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to said payments with respect to the Securities. As used hereinBefore such a deposit, “the Company may give to the Indenture Trustee, in accordance with Section 903 hereof, a notice of its election to prepay all of the Outstanding Securities at a future date in accordance with Article Nine hereof, which notice shall be irrevocable. Such irrevocable prepayment notice, if given, shall be given effect in applying the foregoing. For this purpose, "U.S. Government Obligations” " means securities that are (x) direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) for the timely payment of which the its full faith and credit is pledged or (y) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is pledged unconditionally guaranteed as a full faith and which credit obligation by the United States of America, which, in either case, are not callable or redeemable at the issuer’s option. (3) In option of the event of a Defeasance pursuant to Section 1202, the Issuer or the applicable Guarantor shall have delivered to the Trustee an Opinion of Counsel stating that (x) the Issuer or such Guarantor has received from, or there has been published by, the IRS a ruling or (y) since the date of this Indenture, there has been a change in the applicable U.S. Federal income tax law, in either case (x) or (y) to the effect thatissuer thereof, and based thereon such opinion shall confirm that, the beneficial owners also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Outstanding Securities Act of such series and will not recognize gain or loss for U.S. Federal income tax purposes 1933, as a result of the depositamended), Defeasance and discharge to be effected as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the Outstanding Securities account of the holder of such series and will be subject depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Federal income tax Government Obligation or the specific payment of principal of or interest on the same amount, in the same manner and at the same times as would be the case if U.S. Government Obligation evidenced by such deposit, Defeasance and discharge were not to occurdepository receipt. (4) In the event of a Covenant Defeasance pursuant to Section 1203, the Issuer or the applicable Guarantor shall have delivered to the Trustee an Opinion of Counsel to the effect that the beneficial owners of the Outstanding Securities of such series will not recognize gain or loss for U.S. Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to the Outstanding Securities of such series and will be subject to U.S. Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur. (5) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (as if the provisions of the Trust Indenture Act applied to this Indenture) (assuming all Securities are in default within the meaning of such Act and that such Act applied to this Indenture). (6) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (7) The Issuer or the applicable Guarantor shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with. (8) All amounts due and owing to the Trustee and its counsel shall have been paid in full.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the Defeasance pursuant application of either Section 1502 or Section 1503 to Section 1202 or the Covenant Defeasance pursuant to Section 1203 of the any Outstanding Securities of any or within a series: (1) The Issuer Company or a any Guarantor shall elect by Board Resolution to effect a Defeasance pursuant to Section 1202 or a Covenant Defeasance pursuant to Section 1203. (2) The Issuer or a Guarantor, as the case may be, shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies satisfying the requirements contemplated by of Section 609 and agrees 607 who shall agree to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Outstanding Securities of such seriesSecurities, (aA) money an amount (in an amountsuch Currency in which such Securities are then specified as payable at Stated Maturity), or (bB) U.S. Government Obligations that applicable to such Securities (determined on the basis of the Currency in which such Securities are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any paymentpayment of principal of and premium, if any, and interest, if any, under such Securities, money in an amount amount, or (cC) a combination thereof, sufficient, in each casethe opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, sufficient to pay all and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal ofof (and premium, if any) and interest, if any, on such Outstanding Securities on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of interest, if any, and (ii) any premium and interest (and any Additional Amounts then known) mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities on the Outstanding Securities of day on which such series payments are due and any Additional Amounts then known thereon on the respective Stated Maturities, payable in accordance with the terms of this Indenture and of such Securities; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1102 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such seriesseries and Article Eleven hereof, which notice shall be irrevocable. As used hereinSuch irrevocable redemption notice, “U.S. Government Obligations” means direct obligations if given, shall be given effect in applying the foregoing. (2) No Default or certificates representing an ownership interest in Event of Default with respect to such obligationsSecurities shall have occurred and be continuing on the date of such deposit or, insofar as paragraphs (8) and (9) of Section 501 are concerned, at any time during the United States period ending on the 91st day after the date of America such deposit (including any agency or instrumentality thereof) for it being understood that this condition shall not be deemed satisfied until the payment expiration of which the full faith and credit of the United States of America is pledged and which are not callable at the issuer’s optionsuch period). (3) No event or condition shall exist that would prevent the Company from making payments of the principal of (and premium, if any) or interest on the Securities on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (4) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. (5) In the event case of a Defeasance pursuant to an election under Section 12021502, the Issuer or the applicable Guarantor Company shall have delivered to the Trustee an Opinion of Counsel stating that (x) the Issuer or such Guarantor Company has received from, or there has been published by, the IRS Internal Revenue Service a ruling ruling, or (y) since the date of execution of this Indenture, there has been a change in the applicable U.S. Federal federal income tax law, in either case (x) or (y) to the effect that, and based thereon such opinion shall confirm that, the beneficial owners Holders of the such Outstanding Securities of such series and will not recognize income, gain or loss for U.S. Federal federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to the Outstanding Securities of such series defeasance and will be subject to U.S. Federal federal income tax on the same amountamounts, in the same manner and at the same times as would be have been the case if such deposit, Defeasance and discharge were defeasance had not to occuroccurred. (46) In the event case of a Covenant Defeasance pursuant to an election under Section 12031503, the Issuer or the applicable Guarantor Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the beneficial owners Holders of the such Outstanding Securities of such series will not recognize income, gain or loss for U.S. Federal federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to the Outstanding Securities of such series covenant defeasance and will be subject to U.S. Federal federal income tax on the same amountamounts, in the same manner and at the same times as would be have been the case if such deposit and Covenant Defeasance were covenant defeasance had not to occur. (5) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (as if the provisions of the Trust Indenture Act applied to this Indenture) (assuming all Securities are in default within the meaning of such Act and that such Act applied to this Indenture). (6) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunderoccurred. (7) In the case of an election under either Section 1502 or 1503, the Company or any Guarantor, if applicable, shall represent to the Trustee that the deposit made by the Company pursuant to its election under Section 1502 or 1503 was not made by the Company or any such Guarantor with the intent of preferring the Holders of Securities of any series over other creditors of the Company or any such Guarantor or with the intent of defeating, hindering, delaying or defrauding creditors of the Company or any such Guarantor or others. (8) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations in connection therewith pursuant to Section 301. (9) The Issuer or the applicable Guarantor Company shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect provided for relating to such Defeasance either the defeasance under Section 1502 or Covenant Defeasance the covenant defeasance under Section 1503 (as the case may be) have been complied with. (8) All amounts due and owing to the Trustee and its counsel shall have been paid in full.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the Defeasance pursuant to application of either Section 1202 or the Covenant Defeasance pursuant to Section 1203 of to the Outstanding Securities of any seriesNotes: (1) The Issuer or a Guarantor Issuers shall elect by Board Resolution to effect a Defeasance pursuant to Section 1202 or a Covenant Defeasance pursuant to Section 1203. (2) The Issuer or a Guarantor, as the case may be, shall have irrevocably have deposited or caused to be deposited with the Trustee (Trustee, in trust, money or another trustee which satisfies the requirements contemplated by Section 609 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Outstanding Securities of such series, (a) money in an amount, (b) U.S. Government Obligations that through the scheduled payment of principal and interest in respect Obligations, or a combination thereof in accordance with their terms amounts as will providebe sufficient (without reinvestment) in the opinion of a firm of independent certified public accountants or a nationally recognized investment bank or appraisal firm, not later than one day before the due date of any payment, money in an amount or (c) a combination thereof, in each case, sufficient to pay all and discharge the principal of, and any premium premium, if any, and interest (and any Additional Amounts then known) on the Outstanding Securities of such series and any Additional Amounts then known thereon on Defeased Notes to the respective Stated Maturities, Maturity or relevant Redemption Date in accordance with the terms of this Indenture and the Securities Notes (provided that if such redemption shall be pursuant to Section 1001(c), (x) the amount of money or U.S. Government Obligations or a combination thereof that the Issuers must irrevocably deposit or cause to be deposited shall be determined using an assumed Applicable Premium calculated as of the date of such series. As used hereindeposit, “U.S. Government Obligations” means direct obligations and (y) the Issuers must irrevocably deposit or certificates representing an ownership interest cause to be deposited additional money in trust on the Redemption Date, as required by Section 1006, as necessary to pay the Applicable Premium as determined on such obligationsdate); (2) No Default or Event of Default shall have occurred and be continuing on the United States date of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable at the issuer’s option.such deposit; (3) Such deposit shall not result in a breach or violation of, or constitute a Default or Event of Default under, this Indenture or any other material agreement or instrument to which the Issuers are a party or by which it is bound; (4) In the event case of a Defeasance pursuant to an election under Section 1202, the Issuer or the applicable Guarantor Issuers shall have delivered to the Trustee an Opinion of Counsel stating from Debevoise & ▇▇▇▇▇▇▇▇ LLP or other counsel in the United States to the effect that (x) the Issuer or such Guarantor has Issuers have received from, or there has been published by, the IRS Internal Revenue Service a ruling or (y) since the date of this IndentureIssue Date, there has been a change in the applicable U.S. Federal income tax law, in either case (x) or (y) to the effect that, and based thereon such opinion shall confirm to the effect that, the beneficial owners Holders of the Outstanding Securities of such series and Notes will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of the deposit, such Defeasance and discharge to be effected with respect to the Outstanding Securities of such series and will be subject to U.S. Federal income tax on the same amountamounts, in the same manner and at the same times as would be have been the case if such depositDefeasance had not occurred; provided that such Opinion of Counsel need not be delivered if all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, Defeasance lost or stolen and discharge were that have been replaced or paid as provided in Section 306, and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuers and thereafter repaid to the Issuers or discharged from such trust, as provided in Section 403) not theretofore delivered to occur.the Trustee for cancellation have become due and payable, will become due and payable at their Stated Maturity within one year, or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee in the name, and at the expense, of the Issuers; (45) In the event case of a Covenant Defeasance pursuant to an election under Section 1203, the Issuer or the applicable Guarantor Issuers shall have delivered to the Trustee an Opinion of Counsel from Debevoise & ▇▇▇▇▇▇▇▇ LLP or other counsel in the United States to the effect that the beneficial owners Holders of the Outstanding Securities of such series Notes will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of the deposit and such Covenant Defeasance to be effected with respect to the Outstanding Securities of such series and will be subject to U.S. Federal income tax on the same amountamounts, in the same manner and at the same times as would be have been the case if such deposit and Covenant Defeasance were had not to occur. (5) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (as if the provisions of the Trust Indenture Act applied to this Indenture) (assuming all Securities are in default within the meaning of such Act and that such Act applied to this Indenture).occurred; and (6) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (7) The Issuer or the applicable Guarantor Issuers shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating to the effect that all conditions precedent with respect provided for in this Section 1204 relating to such either the Defeasance under Section 1202 or the Covenant Defeasance under Section 1203, as the case may be, have been complied with. In rendering such Opinion of Counsel, counsel may rely on an Officer’s Certificate as to compliance with the foregoing clauses (1), (2) and (3) of this Section 1204 or as to any matters of fact. (8) All amounts due and owing to the Trustee and its counsel shall have been paid in full.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the Defeasance pursuant application of either Section 402 or Section 403 hereof to Section 1202 or the Covenant Defeasance pursuant to Section 1203 of the Outstanding Securities of any seriesDefeased Securities: (1) The Issuer or a Guarantor shall elect by Board Resolution to effect a Defeasance pursuant to Section 1202 or a Covenant Defeasance pursuant to Section 1203. (2) The Issuer or a Guarantor, as the case may be, Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies satisfying the requirements contemplated by of Section 609 and agrees 608 hereof who shall agree to comply with the provisions of this Article Four applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Outstanding Securities of such seriesSecurities, (a) money United States dollars in an amount, or (b) U.S. Government Obligations that which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will shall provide, not later than one day before the due date of any payment, money in an amount amount, or (c) a combination thereof, sufficient, in each casethe opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm expressed in a written certification thereof delivered to the Trustee, sufficient to pay all and discharge, and which shall be applied by the Trustee (or other qualifying trustee), to pay and discharge, the principal of, and any premium and premium, if any, or interest on the Defeased Securities on the Stated Maturity of such principal or installment of principal or interest (and any Additional Amounts then known) on such date being referred to as the "Defeasance Redemption Date"), if when exercising under Section 401 hereof either its option applicable to Section 402 hereof or its option applicable to Section 403 hereof, the Company shall have delivered to the Trustee an irrevocable notice to redeem all of the Outstanding Securities on the Defeasance Redemption Date); provided that the Trustee shall have been irrevocably instructed to apply such United States dollars or the proceeds of such series and any Additional Amounts then known thereon on the respective Stated Maturities, in accordance with the terms of this Indenture and the Securities of such series. As used herein, “U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of Obligations to said payments with respect to the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable at the issuer’s optionSecurities. (32) In the event case of a Defeasance pursuant to an election under Section 1202402 hereof, the Issuer or the applicable Guarantor Company shall have delivered to the Trustee an Opinion of Independent Counsel from the United States of America and an Opinion of Independent Counsel from Canada, stating that (xa) in the Issuer or such Guarantor case of the Opinion of Independent Counsel from the United States of America, the Company has received froma ruling from the Internal Revenue Service, and in the case of the Opinion of Independent Counsel from Canada, the Company has received a ruling from the Canada Customs and Revenue Agency, or there has been published by, the IRS a ruling or (yb) since the date of this Indenture, there has been a change in the applicable U.S. Federal federal income tax law, including, in the case of the Opinion of Independent Counsel from the United States of America, by means of a Revenue Ruling published by the Internal Revenue Service, and in the case of the Opinion of Independent Counsel from Canada, a published ruling from the Canada Customs and Revenue Agency, in either case (x) or (y) to the effect that, and based thereon such opinion Opinion of Independent Counsel from the United States of America or Canada, as applicable, shall confirm that, the beneficial owners Holders of the Outstanding Securities of such series and will not recognize income, gain or loss for U.S. Federal income tax and Canadian federal or provincial income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to the Outstanding Securities of such series defeasance and will be subject to U.S. Federal federal income tax on the same amountamounts, in the same manner and at the same times as would be have been the case if such depositdefeasance had not occurred. (3) In the case of an election under Section 403 hereof, Defeasance the Company shall have delivered to the Trustee an Opinion of Independent Counsel in the United States of America or Canada, as applicable, to the effect that the Holders of the Outstanding Securities will not recognize income, gain or loss for U.S. Federal income tax, Canadian federal or provincial income tax or certain other tax purposes as a result of such covenant defeasance and discharge were will be subject to U.S. Federal income tax or Canadian federal or provincial income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not to occuroccurred. (4) In No Default or Event of Default shall have occurred and be continuing on the event date of such deposit or insofar as Sections 501(10), (11) or (12) hereof are concerned, at any time during the period ending on the 91st day after the date of deposit. (5) Such defeasance or covenant defeasance shall not result in a Covenant Defeasance pursuant breach or violation of, or constitute a Default under, any material agreement or instrument (other than this Indenture) to Section 1203which the Company or any Guarantor is a party or by which it is bound. (6) The Company shall have delivered to the Trustee an Opinion of Independent Counsel to the effect that after the 91st day following the deposit, the Issuer or the trust funds will not be treated as a preference under any applicable Guarantor Bankruptcy Law. (7) The Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the beneficial owners of the Outstanding Securities of such series will not recognize gain or loss for U.S. Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to the Outstanding Securities of such series and will be subject to U.S. Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur. (5) Such Defeasance or Covenant Defeasance shall not cause the Trustee or the trust so created to have a conflicting interest within be subject to the meaning United States Investment Company Act of the Trust Indenture Act (1940, as if the provisions of the Trust Indenture Act applied amended from time to this Indenture) (assuming all Securities are in default within the meaning of such Act and that such Act applied to this Indenture)time. (6) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment 8) The Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (7) The Issuer or the applicable Guarantor shall have delivered to the Trustee an Officer’s Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of the Securities or any Guaranty over the other creditors of the Company or any Guarantor with the intent of defeating, hindering, delaying or defrauding creditors of the Company, any Guarantor or others. (9) The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Independent Counsel, each stating that all conditions precedent provided for relating to either the defeasance under Section 402 hereof or the covenant defeasance under Section 403 hereof (as the case may be) have been complied with respect as contemplated by this Section 404. Opinions of Counsel or Opinions of Independent Counsel may have qualifications customary for opinions of the type required and counsel delivering such opinions may rely on certificates of the Company or any other relevant Obligor or government or other officials customary for opinions of the type required, including certificates certifying as to such Defeasance or Covenant Defeasance matters of fact, including that various financial covenants have been complied with. . Section 405. Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1018 hereof, all United States dollars and U.S. Government Obligations (8) All amounts including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 405, the "Trustee") pursuant to Section 404 hereof in respect of the Defeased Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent), as the Trustee may determine, to the Holders of such Securities of all sums due and owing to become due thereon in respect of principal, premium, if any, and interest but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 404 hereof or the principal and its counsel interest received in respect thereof. Anything in this Article Four to the contrary notwithstanding, the Trustee shall have been paid deliver or pay to the Company from time to time upon Company Request any United States dollars or U.S. Government Obligations held by it as provided in fullSection 404 hereof which, in the unqualified opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered in form and substance satisfactory to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect defeasance or covenant defeasance after application of the appropriate defeasance option.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the Defeasance pursuant application of Section 10.4 or Section 10.5 to Section 1202 or the Covenant Defeasance pursuant to Section 1203 of the Outstanding any Securities of or within a series and any seriesCoupons appertaining thereto: (1) The Issuer or a Guarantor shall elect by Board Resolution to effect a Defeasance pursuant to Section 1202 or a Covenant Defeasance pursuant to Section 1203. (2) The Issuer or a Guarantor, as the case may be, shall irrevocably have deposited or caused to be deposited irrevocably with the Trustee (or another trustee which satisfies Trustee satisfying the requirements contemplated by of Section 609 and agrees 6.9 who shall agree to comply with with, and shall be entitled to the benefits of, the provisions of this Article Sections 10.3 through 10.9 inclusive and the last paragraph of Section 3.3 applicable to itthe Trustee, for purposes of such Sections also a "Trustee") as trust funds in trust for the purpose of making the following paymentspayments referred to in clauses (X) and (Y) of this Section 10.6(1), specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any Coupons appertaining thereto, with instructions to the Outstanding Securities of such seriesTrustee as to the application thereof, (a) money in an amountamount (in such currency, currencies or currency unit or units in which such Securities and any Coupons appertaining thereto are then specified as payable at maturity), or (b) if Securities of such Series are not subject to repayment at the option of Holders, U.S. Government Obligations that which through the scheduled payment of interest and principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any paymentpayment referred to in clause (X) or (Y) of this Section 10.6(1), money in an amount or (c) a combination thereofthereof in an amount sufficient, in each casethe opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, sufficient to pay all and discharge, and which shall be applied by the Trustee to pay and discharge, (X) the principal of, premium, if any, and interest, if any, on Securities and any premium and interest (and any Additional Amounts then known) Coupons appertaining thereto on the Outstanding Securities maturity of such series principal or installment of principal or interest and (Y) any Additional Amounts then known thereon mandatory sinking fund payments applicable to such Securities on the respective Stated Maturities, day on which such payments are due and payable in accordance with the terms of this Indenture and such Securities and any Coupons appertaining thereto. Before such a deposit the Securities of such series. As used herein, “U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of Issuer may make arrangements satisfactory to the United States of America (including any agency or instrumentality thereof) Trustee for the payment redemption of Securities at a future date or dates in accordance with Article XII which shall be given effect in applying the foregoing. (2) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default or Event of Default under, this Indenture or result in a breach or violation of, or constitute a default under, any other material agreement or instrument to which the full faith and credit of the United States of America Issuer is pledged and a party or by which are not callable at the issuer’s optionit is bound. (3) In the event case of a Defeasance pursuant to an election under Section 120210.4, the Issuer or the applicable Guarantor shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel stating to the effect that (xa) the Issuer or such Guarantor has received from, or there has been published by, the IRS Internal Revenue Service a ruling ruling, or (yb) since the date of execution of this Indenture, there has been a change in the applicable U.S. Federal federal income tax law, in either case (x) or (y) to the effect that, and based thereon such opinion shall confirm that, the beneficial owners of the Outstanding Securities Holders of such series Securities and any Coupons appertaining thereto will not recognize income, gain or loss for U.S. Federal federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to the Outstanding Securities of such series defeasance and will be subject to U.S. Federal federal income tax on the same amount, amount and in the same manner and at the same times times, as would be have been the case if such deposit, Defeasance defeasance and discharge were had not to occuroccurred. (4) In the event case of a Covenant Defeasance pursuant to an election under Section 120310.5, the Issuer or the applicable Guarantor shall have delivered to the Trustee an Opinion of Counsel to the effect that the beneficial owners of the Outstanding Securities Holders of such series Securities and any Coupons appertaining thereto will not recognize income, gain or loss for U.S. Federal federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to the Outstanding Securities of such series covenant defeasance and will be subject to U.S. Federal federal income tax on the same amountamounts, in the same manner and at the same times as would be have been the case if such deposit and Covenant Defeasance were covenant defeasance had not to occuroccurred. (5) Such Defeasance or Covenant Defeasance The Issuer shall not cause have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to have a conflicting interest within the meaning of defeasance under Section 10.4 or the Trust Indenture Act covenant defeasance under Section 10.5 (as if the provisions of case may be), including those contained in this Section 10.6 other than the Trust Indenture Act applied to this Indenture) (assuming all Securities are 90 day period specified in default within the meaning of such Act and that such Act applied to this IndentureSection 10.6(7), have been complied with. (6) This Issuer shall have delivered to the Trustee an Officer's Certificate to the effect that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit. (7) No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 5.1(5) and (6), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day). (8) Such Defeasance defeasance or Covenant Defeasance covenant defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940 unless such trust shall be registered under such Act or exempt from registration thereunder. (79) The Such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer or the applicable Guarantor shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied within connection therewith as contemplated by Section 2.3. (8) All amounts due and owing to the Trustee and its counsel shall have been paid in full.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 4.02 or Section 4.03 to the Defeasance pursuant to Section 1202 or the Covenant Defeasance pursuant to Section 1203 of the Outstanding Securities of any seriesDefeased Securities: (1a) The Issuer or a Guarantor shall elect by Board Resolution to effect a Defeasance pursuant to Section 1202 or a Covenant Defeasance pursuant to Section 1203. (2) The Issuer or a Guarantor, as the case may be, Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements contemplated by Section 609 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Outstanding Securities of such seriesSecurities, (ai) money cash in an amountUnited States dollars, (bii) U.S. Government Obligations that through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provideObligations, not later than one day before the due date of any payment, money in an amount or (ciii) a combination thereof, in each casesuch amounts as will be sufficient, sufficient in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm expressed in a written certification thereof delivered to the Trustee, to pay all and discharge, and which shall be applied by the Trustee to pay and discharge, the principal of, and any premium premium, if any, and interest (and any which shall include Additional Amounts then knownInterest, if any) on, the Defeased Securities, on the stated date for payment thereof or on the applicable redemption date, as the case may be, of such principal, premium, if any, or interest (which shall include Additional Interest, if any) on such Defeased Securities if at or prior to electing to exercise either its option applicable to Section 4.02 or its option applicable to Section 4.03, the Outstanding Securities Company has delivered to the Trustee an irrevocable notice of such series and any Additional Amounts then known thereon on defeasance, including the respective Stated Maturitiesdate that such defeasance is to occur. For this purpose, in accordance with the terms of this Indenture and the Securities of such series. As used herein, “"U.S. Government Obligations” " means securities that are (i) direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) for the timely payment of which the its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is pledged unconditionally guaranteed as a full faith and which credit obligation by the United States of America, which, in either case, are not callable or redeemable at the issuer’s option.option of the issuer thereof, and shall also include a depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depositary receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depositary receipt; (3b) In the event case of a Defeasance pursuant to an election under Section 12024.02, the Issuer or the applicable Guarantor Company shall have delivered to the Trustee an Opinion of Independent Counsel stating in the United States reasonably acceptable to the Trustee confirming that (xi) the Issuer or such Guarantor Company has received from, or there has been published by, the IRS Internal Revenue Service a ruling or (yii) since the date of this Indenturehereof, there has been a change in the applicable U.S. Federal income tax law, in either case (x) or (y) to the effect that, and based thereon such opinion Opinion of Independent Counsel in the United States shall confirm that, the beneficial owners Holders of the Outstanding Securities of such series and will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to the Outstanding Securities of such series defeasance and will be subject to U.S. Federal income tax on the same amountamounts, in the same manner and at the same times as would be have been the case if such deposit, Defeasance and discharge were defeasance had not to occur.occurred; (4c) In the event case of a Covenant Defeasance pursuant to an election under Section 12034.03, the Issuer or the applicable Guarantor Company shall have delivered to the Trustee an Opinion of Independent Counsel in the United States reasonably acceptable to such Trustee to the effect that the beneficial owners Holders of the Outstanding Securities of such series will not recognize income, gain or loss for U.S. Federal federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to the Outstanding Securities of such series covenant defeasance and will be subject to U.S. Federal federal income tax on the same amountamounts, in the same manner and at the same times as would be have been the case if such deposit and Covenant Defeasance were covenant defeasance had not to occur.occurred; (5d) No Default or Event of Default (other than a Default or Event of Default under this Indenture resulting from the borrowing of funds to be applied to such deposit) shall have occurred and be continuing on the date of such deposit, and with respect to an election under Section 4.02 insofar as Section 5.01(e) or (f) is concerned, at any time during the period ending on the 91st day after the date of deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (e) Such Defeasance defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (as if the provisions of the Trust Indenture Act applied to this Indenture) (assuming all Securities are in default within the meaning of such Act and that such Act applied to this Indenture). (6) Such Defeasance or Covenant Defeasance covenant defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or any other material agreement or instrument to which the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder.any Restricted Subsidiary is a party or by which it is bound; (7f) The Issuer or the applicable Guarantor Company shall have delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent the deposit was not made by the Company with respect the intent of preferring the holders of the Securities over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; Opinions of Counsel or Opinions of Independent Counsel required to be delivered under this Section shall be in form and substance reasonably satisfactory to the Trustee and may have qualifications customary for opinions of the type required and counsel delivering such Defeasance opinions may rely on certificates of the Company or Covenant Defeasance government or other officials customary for opinions of the type required, which certificates shall be limited as to matters of fact, including that various financial covenants have been complied with. (8) All amounts due and owing to the Trustee and its counsel shall have been paid in full.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the Defeasance pursuant defeasance under Section 13.02 and covenant defeasance under Section 13.03 with respect to Section 1202 or the Covenant Defeasance pursuant to Section 1203 of the Outstanding Securities of any a particular series: (1) The Issuer or a Guarantor shall elect by Board Resolution to effect a Defeasance pursuant to Section 1202 or a Covenant Defeasance pursuant to Section 1203. (2) The Issuer or a Guarantor, as the case may be, shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies Trustee, under the requirements contemplated by Section 609 terms of an irrevocable trust agreement in form and agrees substance reasonably satisfactory to comply with the provisions of this Article applicable to it) such Trustee, as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Outstanding Securities of such seriesSecurities, (aA) money in the Applicable Currency in an amount, or (bB) if the Applicable Currency of such Securities is U.S. dollars, U.S. Government Obligations that which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount amount, or (cC) a combination thereof, in each casecase sufficient, sufficient after payment of all applicable federal, provincial, territorial, state and local taxes or other charges or assessments in respect thereof payable by the Trustee, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay all and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of, of (and any premium and interest other amounts, if any, on) and each installment of principal of (and any Additional Amounts then knownpremium and other amounts, if any) and interest on the Outstanding Securities of such series and any Additional Amounts then known thereon on the respective Stated Maturities, Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to the Outstanding Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities. Notwithstanding anything herein to the contrary, the Issuer shall be entitled to direct the Trustee to use, and the Trustee shall thereafter cause, the trust funds deposited in accordance with the first sentence of this Section 13.04(1) to effect a redemption in accordance with Section 11.08 hereof. (2) No Default or Event of Default with respect to the Securities of such series. As used hereinseries shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit or, “U.S. Government Obligations” means direct obligations in the case of bankruptcy or insolvency proceedings, at any time during the period ending on the day which is the later of (or certificates representing an ownership interest in i) three months and one day after the date of such obligationsdeposit and (ii) 91 days after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the United States expiration of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable at the issuer’s optionsuch period). (3) In the event of a Defeasance pursuant to Section 1202, the Issuer or the applicable Guarantor shall have delivered to the Trustee an Opinion of Counsel Officer's Certificate stating that (x) the deposit was not made by the Issuer with the intent of preferring the holders of the Securities over the other creditors of the Issuer, with the intent of defeating, hindering, delaying or defrauding creditors of the Issuer or such Guarantor has received fromothers. (4) Such deposit, defeasance or covenant defeasance shall not result in a breach or violation of, or there has been published byconstitute a default under this Indenture, or any other material debt agreement or instrument to which the Issuer is a party or by which it is bound. (5) In the case of an election with respect to Section 13.02, the IRS Issuer shall have delivered to the Trustee (A) an Opinion of Counsel, such counsel to be a U.S. Person, based on a ruling from the Internal Revenue Service or (y) on a change in the applicable U.S. federal income tax law since the date of this Indenture, there has been a change in the applicable U.S. Federal income tax law, in either case (x) or (y) to the effect that, and based thereon such opinion shall confirm that, that the beneficial owners Holders of the Outstanding Securities of such series and will not recognize income, gain or loss for U.S. Federal federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to the Outstanding Securities of such series defeasance and will be subject to U.S. Federal federal income tax on the same amountamounts, in the same manner and at the same times as would be have been the case if such deposit, Defeasance defeasance had not occurred and discharge were not to occur. (4B) In the event of a Covenant Defeasance pursuant to Section 1203, the Issuer or the applicable Guarantor shall have delivered to the Trustee an Opinion of Counsel Counsel, such counsel to be a Canadian Person, to the effect that the beneficial owners Holders of the Outstanding Securities of such series will not recognize income, gain or loss for U.S. Federal Canadian federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to the Outstanding Securities of such series defeasance and will be subject to U.S. Federal Canadian federal income tax on the same amountamounts, in the same manner and at the same times as would be have been the case if such deposit and Covenant Defeasance were defeasance had not to occur. (5) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (as if the provisions of the Trust Indenture Act applied to this Indenture) (assuming all Securities are in default within the meaning of such Act and that such Act applied to this Indenture)occurred. (6) Such Defeasance In the case of an election with respect to Section 13.03, the Issuer shall have delivered to the Trustee (A) an Opinion of Counsel, such counsel to be a U.S. Person, to the effect that the Holders of the Outstanding Securities of such series will not recognize income, gain or Covenant Defeasance shall not loss for U.S. federal income tax purposes as a result of such defeasance and will be subject to U.S. federal income tax on the same amounts, in the trust arising from same manner and at the same times as would have been the case if such deposit constituting defeasance had not occurred and (B) an investment company within Opinion of Counsel, such counsel to be a Canadian Person, to the meaning effect that the Holders of the Investment Company Act unless Outstanding Securities of such trust shall series will not recognize income, gain or loss for Canadian federal income tax purposes as a result of such defeasance and will be registered under subject to Canadian federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Act or exempt from registration thereunderdefeasance had not occurred. (7) In the case of an election with respect to Section 13.02, the Issuer shall have delivered to the Trustee an Opinion of Counsel, such counsel to be a Canadian Person, to the effect that any payment or credit by the Issuer of the principal of or interest on the Securities to a holder thereof will be exempt from Canadian withholding tax if the holder thereof, for the purposes of the Income Tax Act (Canada) (or any successor law) is or is deemed to be a non-resident of Canada and deals at arms' length with the Issuer at the time of such payment or credit. (8) In the case of an election with respect to Section 13.03, the Issuer shall have delivered to the Trustee an Opinion of Counsel, such counsel to be a Canadian Person, to the effect that any payment or credit by the Issuer of the principal of or interest on the Securities to a holder thereof will be exempt from Canadian withholding tax if the holder thereof, for the purposes of the Income Tax Act (Canada) (or any successor law) is or is deemed to be a non-resident of Canada and deals at arms' length with the Issuer at the time of such payment or credit. (9) Such defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed on the Issuer in connection therewith pursuant to Section 3.01. (10) The Issuer or the applicable Guarantor shall have delivered to the Trustee an Officer’s 's Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect provided for relating to such Defeasance either the defeasance under Section 13.02 or Covenant Defeasance the covenant defeasance under Section 13.03 (as the case may be) have been complied with. (8) All amounts due and owing to the Trustee and its counsel shall have been paid in full.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the Defeasance pursuant application of either Section1202 or Section1203 to Section 1202 or the Covenant Defeasance pursuant to Section 1203 of the Outstanding Securities of any seriesSecurities: (1) The Issuer or a Guarantor shall elect by Board Resolution to effect a Defeasance pursuant to Section 1202 or a Covenant Defeasance pursuant to Section 1203. (2) The Issuer or a Guarantor, as the case may be, Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies satisfying the requirements contemplated by Section 609 and agrees of Section608 who shall agree to comply with the provisions of this Article ArticleTwelve applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Outstanding Securities of such series, Securities: (a) money A)money in an amount, or (bB) U.S. Government Obligations that Securities which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any paymentpayment in respect of the Securities, money in an amount (which, for the purpose of clarification, shall be sufficient to pay such amounts regardless of whether any call features in such Government Securities are exercised), or (c) a C)a combination thereof, sufficient, in each casethe opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, sufficient to pay all and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal ofof (and premium, and any premium if any) and interest (and any Additional Amounts then known) on the Outstanding Securities on the Stated Maturity (or Redemption Date, if applicable) of such series principal (and any Additional Amounts then known thereon on premium, if any) or installment of interest; provided that the respective Stated MaturitiesTrustee shall have been irrevocably instructed in writing to apply such money or the proceeds of such Government Securities to said payments with respect to the Securities. Before such a deposit, the Company may give to the Trustee, in accordance with Section1103, a notice of its election to redeem all of the terms Outstanding Securities at a future date in accordance with ArticleEleven, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. NYDOCS01/571795 3 (2) No Default or Event of this Indenture and Default with respect to the Securities shall have occurred and be continuing on the date of such series. As used hereindeposit or, “U.S. Government Obligations” means direct obligations insofar as paragraphs(8) and (or certificates representing an ownership interest in such obligations9) of Section501 are concerned, at any time during the United States period ending on the 91st day after the date of America such deposit (including any agency or instrumentality thereof) for it being understood that this condition shall not be deemed satisfied until the payment expiration of which the full faith and credit of the United States of America is pledged and which are not callable at the issuer’s optionsuch period). (3) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. (4) In the event case of a Defeasance pursuant to Section 1202an election under Section1202, the Issuer or the applicable Guarantor Company shall have delivered to the Trustee an Opinion of Counsel stating that (x) the Issuer or such Guarantor x)the Company has received from, or there has been published by, the IRS Internal Revenue Service a ruling ruling, or (y) since the date of this Indenturey)since November 19, 1998 there has been a change in the applicable U.S. Federal federal income tax law, in either case (x) or (y) to the effect that, and based thereon such opinion shall confirm that, the beneficial owners Holders of the Outstanding Securities of such series and will not recognize income, gain or loss for U.S. Federal federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to the Outstanding Securities of such series defeasance and will be subject to U.S. Federal federal income tax on the same amountamounts, in the same manner and at the same times as would be have been the case if such deposit, Defeasance and discharge were defeasance had not to occuroccurred. (45) In the event case of a Covenant Defeasance pursuant to Section 1203an election under Section1203, the Issuer or the applicable Guarantor Company shall have delivered to the Trustee an Opinion of Counsel to the effect that (i) the beneficial owners Holders of the Outstanding Securities of such series will not recognize income, gain or loss for U.S. Federal federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to the Outstanding Securities of such series covenant defeasance and will be subject to U.S. Federal federal income tax on the same amountamounts, in the same manner and at the same times as would be have been the case if such covenant defeasance had not occurred and (ii) the Company's deposit and Covenant Defeasance were will not to occur. (5) Such Defeasance result in the Trust or Covenant Defeasance shall not cause the Trustee being subject to have a conflicting interest within regulation under the meaning Investment Company Act of the Trust Indenture Act (as if the provisions of the Trust Indenture Act applied to this Indenture) (assuming all Securities are in default within the meaning of such Act and that such Act applied to this Indenture)1940. (6) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment The Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (7) The Issuer or the applicable Guarantor shall have delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect provided for relating to such Defeasance either the defeasance under Section1202 or Covenant Defeasance the covenant defeasance under Section1203 (as the case may be) have been complied with. (8) All amounts due and owing to the Trustee and its counsel shall have been paid in full.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the Defeasance pursuant to Section 1202 1302 or the Covenant Defeasance pursuant to Section 1203 1303 of the Outstanding Securities of any seriesDefeasible Series: (1) The Issuer Company or a the Guarantor shall elect by Board Resolution to effect a Defeasance pursuant to Section 1202 1302 or a Covenant Defeasance pursuant to Section 12031303 with respect to the Outstanding Securities of any Defeasible Series specified in such Board Resolution. (2) The Issuer Company or a Guarantor, the Guarantor as the case may be, shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements contemplated by Section 609 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Outstanding Securities of such series, (aA) money in an amount, or (bB) U.S. Government Obligations that which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount amount, or (cC) a combination thereof, in each casecase sufficient, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay all and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of, of and any premium and interest (and any Additional Amounts then known) on the Outstanding Securities of such series and any Additional Amounts then known thereon on the respective Stated Maturities, in accordance with the terms of this Indenture and the Securities of such series. As used herein, “U.S. Government ObligationsObligation” means (x) any security which is (i) a direct obligations (or certificates representing an ownership interest in such obligations) obligation of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable at the issuer’s option. or (3ii) In the event an obligation of a Defeasance pursuant to Section 1202Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, the Issuer or the applicable Guarantor shall have delivered to the Trustee an Opinion of Counsel stating that (x) the Issuer or such Guarantor has received from, or there has been published by, the IRS a ruling or (y) since the date of this Indenture, there has been a change in the applicable U.S. Federal income tax lawwhich, in either case (xi) or (ii), is not callable or redeemable at the option of the issuer thereof, and (y) to the effect that, and based thereon such opinion shall confirm that, the beneficial owners any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Outstanding Securities of such series and will not recognize gain or loss for U.S. Federal income tax purposes Act) as a result of the deposit, Defeasance and discharge to be effected custodian with respect to any U.S. Government Obligation which is specified in Clause (x) above and held by such bank for the Outstanding Securities account of the holder of such series and will be subject to U.S. Federal income tax on the same amountdepositary receipt, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur. (4) In the event of a Covenant Defeasance pursuant to Section 1203, the Issuer or the applicable Guarantor shall have delivered to the Trustee an Opinion of Counsel to the effect that the beneficial owners of the Outstanding Securities of such series will not recognize gain or loss for U.S. Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to any specific payment of principal of or interest on any U.S. Government Obligation which is so specified and held, provided that (except as required by law) such custodian is not authorized to make any deduction from the Outstanding Securities amount payable to the holder of such series and will be subject to U.S. Federal income tax on depositary receipt from any amount received by the same amount, custodian in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur. (5) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning respect of the Trust Indenture Act (as if the provisions of the Trust Indenture Act applied to this Indenture) (assuming all Securities are in default within the meaning of such Act and that such Act applied to this Indenture). (6) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (7) The Issuer U.S. Government Obligation or the applicable Guarantor shall have delivered to the Trustee an Officer’s Certificate and an Opinion specific payment of Counsel, each stating that all conditions precedent with respect to principal or interest evidenced by such Defeasance or Covenant Defeasance have been complied withdepositary receipt. (8) All amounts due and owing to the Trustee and its counsel shall have been paid in full.

Conditions to Defeasance or Covenant Defeasance. The following shall will be the conditions to the Defeasance pursuant application of either Section 5.02 or Section 5.03 to Section 1202 or the Covenant Defeasance pursuant to Section 1203 of the Outstanding Securities of any seriesDefeasible Series: (1a) The Issuer Company or a the Guarantor shall elect by Board Resolution to effect a Defeasance pursuant to Section 1202 or a Covenant Defeasance pursuant to Section 1203. (2) The Issuer or a Guarantor, as the case may be, shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which that satisfies the requirements contemplated by Section 609 9.08 and agrees to comply with the provisions of this Article V applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Outstanding Securities of such series, series (ai) money in an amount, or (bii) U.S. Government Obligations that through the scheduled payment of principal and any premium and interest (including any Additional Interest), if any, on, and Additional Amounts, if any, in respect thereof in accordance with their terms will provide, without reinvestment, not later than one day before the due date of any payment, money in an amount amount, or (ciii) a combination thereof, in each casecase sufficient, sufficient in the opinion of an independent firm or certified public accountants, to pay all and discharge, and which will be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of, of and any premium and interest (and including any Additional Amounts then knownInterest) on, and Additional Amounts, if any, on the Outstanding Securities of such series and any Additional Amounts then known thereon on the respective Stated MaturitiesMaturities or on any earlier date or dates on which the Securities of such series shall be subject to redemption and the Company shall have given the Trustee irrevocable instructions satisfactory to the Trustee to give notice to the Holders of the redemption of the Securities of such series, all in accordance with the terms of this Indenture and the Securities of such series. As used herein, “U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable at the issuer’s option. (3b) In the event case of a Defeasance pursuant to an election under Section 12025.02, the Issuer or the applicable Guarantor Company shall have delivered to the Trustee an Opinion of Counsel stating Counsel, rendered by a law firm having a recognized national tax practice, to the effect that (xi) the Issuer Company or such the Guarantor has received from, or there has been published by, the IRS Internal Revenue Service a ruling ruling, or (yii) since the date of this Indenture, Indenture there has been a change in the applicable U.S. United States Federal income tax law, in either case (x) or (y) to the effect that, and based thereon thereon, such opinion shall confirm that, the beneficial owners Holders of the Outstanding Securities of such series and will not recognize gain or loss for U.S. United States Federal income tax purposes as a result of the deposit, Defeasance Defeasance, and discharge to be effected with respect to the Outstanding Securities of such series and will be subject to U.S. United States Federal income tax on the same amount, in the same manner manner, and at the same times as would be the case if such deposit, Defeasance Defeasance, and discharge were not to occur. (4c) In the event case of a Covenant Defeasance pursuant to an election under Section 12035.03, the Issuer Company or the applicable Guarantor shall have delivered to the Trustee an Opinion of Counsel Counsel, rendered by a law firm having a recognized national tax practice, to the effect that the beneficial owners Holders of the Outstanding Securities of such series will not recognize gain or loss for U.S. United States Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to the Outstanding Securities of such series and will be subject to U.S. United States Federal income tax on the same amount, in the same manner manner, and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur. (5d) The Company or the Guarantor shall have delivered to the Trustee a Company Officer's Certificate or a Guarantor Officer's Certificate to the effect that the Securities of such series, if then listed on any securities exchange, will not be delisted solely as a result of such deposit. (e) No Event of Default or event that (after notice or lapse of time or both) would become an Event of Default shall have occurred and be continuing at the time of such deposit or, with regard to any Event of Default or any such event specified in Sections 8.01(a)(vi) and (vii), at any time on or prior to the 90th calendar day after the date of such deposit (it being understood that this condition will not be deemed satisfied until after such 90th calendar day). (f) Such Defeasance or Covenant Defeasance shall will not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (as if the provisions of the Trust Indenture Act applied to this Indenture) (assuming all Securities are in default within the meaning of such Act and that such Act applied to this IndentureAct). (6g) Such Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the trust arising from such deposit constituting an investment company within Company or the meaning of the Investment Company Act unless such trust shall be registered under such Act Guarantor is a party or exempt from registration thereunderby which it is bound. (7h) The Issuer Company or the applicable Guarantor shall have delivered to the Trustee an a Company Officer’s 's Certificate or a Guarantor Officer's Certificate, as the case may be, and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with. (8) All amounts due and owing to i) Such Defeasance or Covenant Defeasance will not result in the Trustee and its counsel shall have been paid in fulltrust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust will be qualified under such Act or exempt from regulation thereunder.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 4.02 or Section 4.03 hereof to the Defeasance pursuant to Section 1202 or the Covenant Defeasance pursuant to Section 1203 of the Outstanding Securities of any seriesDefeased Notes: (1) The Issuer or a Guarantor shall elect by Board Resolution to effect a Defeasance pursuant to Section 1202 or a Covenant Defeasance pursuant to Section 1203. (2) The Issuer or a Guarantor, as the case may be, Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies satisfying the requirements contemplated by of Section 609 and agrees 6.09 hereof who shall agree to comply with the provisions of this Article Four applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Outstanding Securities of such seriesNotes, (a) money in an amount, or (b) U.S. Government Obligations that which through the scheduled payment of principal principal, premium, if any, and interest in respect thereof (and any Additional Amounts thereon) in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount amount, or (c) a combination thereof, in each any such case, sufficient without reinvestment, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay all and discharge the entire Indebtedness in respect of, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, premium, if any, and interest on the Defeased Notes (and any premium and Additional Amounts thereon) at the Stated Maturity of such principal or installment of principal, premium, if any, or interest (and any Additional Amounts then knownthereon) on or (if the Outstanding Securities Company has made irrevocable arrangements satisfactory to such Trustee for the giving of notice of redemption by such series Trustee in the name and any Additional Amounts then known thereon on at the respective Stated Maturitiesexpense of the Company) the redemption date thereof, as the case may be, in accordance with the terms of this the Indenture and the Securities Notes; provided, however, that the Trustee shall have been irrevocably instructed to apply such cash or the proceeds of such series. As used herein, “U.S. Government Obligations” means direct obligations Obligations to said payments with respect to the Notes; (2) No Default with respect to the Outstanding Notes shall have occurred and be continuing on the date of such deposit or, insofar as Section 4.02 hereof is concerned, at any time during the period ending on the ninetieth day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period) no Default relating to Section 5.01(viii), (ix) or certificates representing an ownership interest in such obligations(x) of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith hereof shall have occurred and credit of the United States of America is pledged and which are not callable at the issuer’s option.be continuing; (3) Neither the Company nor any Subsidiary of the Company is an “insolvent person” within the meaning of any applicable Bankruptcy Law on the date of such deposit or at any time during the period ending on the ninetieth day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (4) Such defeasance or covenant defeasance shall not cause the Trustee for the Notes to have a conflicting interest in violation of Section 6.08 hereof and for purposes of the Trust Indenture Act with respect to any securities of the Company; (5) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture; (6) In the event case of a Defeasance pursuant to an election under Section 12024.02 hereof, the Issuer or the applicable Guarantor Company shall have delivered to the Trustee an Opinion of Counsel stating that (x) the Issuer or such Guarantor Company has received from, or there has been published by, the IRS Internal Revenue Service a ruling or (y) since the date of this Indenturehereof, there has been a change in the applicable U.S. Federal federal income tax law, in either case (x) or (y) to the effect that, and based thereon such opinion shall confirm that, the beneficial owners Holders of the Outstanding Securities of such series and Notes will not recognize income, gain or loss for U.S. Federal federal income tax purposes as a result of the such deposit, Defeasance defeasance and discharge to be effected with respect to the Outstanding Securities of such series Notes and will be subject to U.S. 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 and discharge had not occurred; (7) In the case of an election under Section 4.03 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the Outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of the deposit and covenant defeasance to be effected with respect to the Notes and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would be have been the case if such deposit, Defeasance deposit and discharge were covenant defeasance had not to occur.occurred; (4) In 8) The Company shall have delivered to the event of a Covenant Defeasance Trustee an Officers’ Certificate stating that the deposit made by the Company pursuant to its election under Section 12034.02 or 4.03 hereof was not made with the intent of defeating, hindering, delaying or defrauding creditors of the Issuer Company or the applicable Guarantor others; (9) The Company shall have delivered to the Trustee an Opinion of Counsel in Mexico to the effect that the beneficial owners Holders of the Outstanding Securities of such series Notes will not recognize income, gain or loss for U.S. Federal income Mexican tax purposes as a result of the such deposit and Covenant Defeasance to be effected with respect to the Outstanding Securities of such series defeasance and will be subject to U.S. Federal income tax Mexican taxes (including withholding taxes) on the same amount, in the same manner and at the same times as would be have been the case if such deposit and Covenant Defeasance were defeasance had not to occur.occurred; (510) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent (other than conditions requiring the passage of time) provided for relating to either the defeasance under Section 4.02 or the covenant defeasance under Section 4.03 (as the case may be) have been complied with as contemplated by this Section 4.04; and (11) Such Defeasance defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (as if the provisions of the Trust Indenture Act applied to this Indenture) (assuming all Securities are in default within the meaning of such Act and that such Act applied to this Indenture). (6) Such Defeasance or Covenant Defeasance covenant defeasance shall not result in the a trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such the Act or exempt from registration thereunder. (7) The Issuer or . Opinions required to be delivered under this Section may have such qualifications as are customary for opinions of the applicable Guarantor shall have delivered type required and reasonably acceptable to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied withTrustee. (8) All amounts due and owing to the Trustee and its counsel shall have been paid in full.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the Defeasance pursuant to Section 1202 1302 or the Covenant Defeasance pursuant to Section 1203 1303 of the Outstanding Securities of any seriesDefeasible Series: (1) The Issuer Company or a the Guarantor shall elect by Board Resolution to effect a Defeasance pursuant to Section 1202 1302 or a Covenant Defeasance pursuant to Section 12031303 with respect to the Outstanding Securities of any Defeasible Series specified in such Board Resolution. (2) The Issuer Company or a the Guarantor, as the case may be, shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements contemplated by Section 609 608 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Outstanding Securities of such series, (aA) money in an amount, or (bB) U.S. Government Obligations that which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount amount, or (cC) a combination thereof, in each casecase sufficient, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay all and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of, of and any premium and interest (and any Additional Amounts then known) on the Outstanding Securities of such series and any Additional Amounts then known thereon on the respective Stated Maturities, in accordance with the terms of this Indenture and the Securities of such series. As used herein, “U.S. Government ObligationsObligation” means (x) any security which is (i) a direct obligations (or certificates representing an ownership interest in such obligations) obligation of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable at the issuer’s option. or (3ii) In the event an obligation of a Defeasance pursuant to Section 1202Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, the Issuer or the applicable Guarantor shall have delivered to the Trustee an Opinion of Counsel stating that (x) the Issuer or such Guarantor has received from, or there has been published by, the IRS a ruling or (y) since the date of this Indenture, there has been a change in the applicable U.S. Federal income tax lawwhich, in either case (xi) or (ii), is not callable or redeemable at the option of the issuer thereof, and (y) to the effect that, and based thereon such opinion shall confirm that, the beneficial owners any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Outstanding Securities of such series and will not recognize gain or loss for U.S. Federal income tax purposes Act) as a result of the deposit, Defeasance and discharge to be effected custodian with respect to any U.S. Government Obligation which is specified in Clause (x) above and held by such bank for the Outstanding Securities account of the holder of such series and will be subject to U.S. Federal income tax on the same amountdepositary receipt, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur. (4) In the event of a Covenant Defeasance pursuant to Section 1203, the Issuer or the applicable Guarantor shall have delivered to the Trustee an Opinion of Counsel to the effect that the beneficial owners of the Outstanding Securities of such series will not recognize gain or loss for U.S. Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to any specific payment of principal of or interest on any U.S. Government Obligation which is so specified and held, provided that (except as required by law) such custodian is not authorized to make any deduction from the Outstanding Securities amount payable to the holder of such series and will be subject to U.S. Federal income tax on depositary receipt from any amount received by the same amount, custodian in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur. (5) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning respect of the Trust Indenture Act (as if the provisions of the Trust Indenture Act applied to this Indenture) (assuming all Securities are in default within the meaning of such Act and that such Act applied to this Indenture). (6) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (7) The Issuer U.S. Government Obligation or the applicable Guarantor shall have delivered to the Trustee an Officer’s Certificate and an Opinion specific payment of Counsel, each stating that all conditions precedent with respect to principal or interest evidenced by such Defeasance or Covenant Defeasance have been complied withdepositary receipt. (8) All amounts due and owing to the Trustee and its counsel shall have been paid in full.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the Defeasance pursuant application of either Section 1102 or Section 1103 to Section 1202 or the Covenant Defeasance pursuant to Section 1203 of the Outstanding Securities of any seriesSecurities: (1) The Issuer or a Guarantor shall elect by Board Resolution to effect a Defeasance pursuant to Section 1202 or a Covenant Defeasance pursuant to Section 1203. (2) The Issuer or a Guarantor, as the case may be, shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies satisfying the requirements contemplated by of Section 609 and agrees 608 who shall agree to comply with the provisions of this Article Eleven applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities, at any time prior to the Outstanding Securities Maturity of such series, the Securities: (aA) money in an amount, or (bB) U.S. Government Obligations that Securities which through the scheduled payment of interest and principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any paymentpayment in respect of the Securities, money in an amount amount, or (cC) a combination thereof, sufficient, in each casethe opinion of a certified public accountant (selected by the Issuer or Level 3 Parent in its sole discretion) expressed in a written certification delivered to the Trustee, sufficient to pay all and discharge the principal ofof (and premium, and any premium if any, on) and interest on (and calculated for purposes of any Additional Amounts then known) interest period beginning on or after the Interest Rate Step Up Date that has not commenced prior to such deposit at the Fully-Adjusted Subsequent Interest Rate if the Satisfaction Notification has not previously been delivered to the Trustee), the Outstanding Securities on the Stated Maturity (or Redemption Date, if applicable) of such series principal (and any Additional Amounts then known thereon on premium, if any) or installment of interest; provided that the respective Stated MaturitiesTrustee (or such other trustee) shall have been irrevocably instructed in writing to apply such money or the proceeds of such Government Securities to said payments with respect to the Securities. Before such a deposit, the Issuer may give to the Trustee, in accordance with Section 1003, a notice of their election to redeem all of the terms Outstanding Securities at a future date in accordance with Article Ten, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (2) No Default or Event of this Indenture Default with respect to the Securities shall have occurred and be continuing on the date of such deposit or, insofar as paragraphs (9) and (10) of Section 501 are concerned with respect to Level 3 Parent and the Securities Issuer, at any time during the period ending on the 123rd day after the date of such series. As used herein, “U.S. Government Obligations” means direct obligations deposit (or certificates representing an ownership interest in it being understood that this condition shall not be deemed satisfied until the expiration of such obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable at the issuer’s optionperiod). (3) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Issuer or any Guarantor is a party or by which it is bound. (4) In the event case of a Defeasance pursuant to an election under Section 12021102, the Issuer or the applicable Guarantor shall have delivered to the Trustee an Opinion of Counsel stating that (x) the Issuer or such Guarantor has received from, or there has been published by, the IRS Internal Revenue Service a ruling ruling, or (y) since the date of this Indenture, there has been a change in the applicable U.S. Federal federal income tax law, in either case (x) or (y) to the effect that, and based thereon such opinion shall confirm that, the beneficial owners Holders of the Outstanding Securities of such series and will not recognize income, gain or loss for U.S. Federal federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to the Outstanding Securities of such series defeasance and will be subject to U.S. Federal federal income tax on the same amountamounts, in the same manner and at the same times as would be have been the case if such deposit, Defeasance and discharge were defeasance had not to occuroccurred. (45) In the event case of a Covenant Defeasance pursuant to an election under Section 12031103, the Issuer or the applicable Guarantor shall have delivered to the Trustee an Opinion of Counsel to the effect that the beneficial owners Holders of the Outstanding Securities of such series will not recognize income, gain or loss for U.S. Federal federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to the Outstanding Securities of such series covenant defeasance and will be subject to U.S. Federal federal income tax on the same amountamounts, in the same manner and at the same times as would be have been the case if such deposit and Covenant Defeasance were covenant defeasance had not to occur. (5) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (as if the provisions of the Trust Indenture Act applied to this Indenture) (assuming all Securities are in default within the meaning of such Act and that such Act applied to this Indenture)occurred. (6) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (7) The Issuer or the applicable Guarantor shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect provided for relating to such Defeasance either the defeasance under Section 1102 or Covenant Defeasance the covenant defeasance under Section 1103 (as the case may be) have been complied with. (8) All amounts due and owing to the Trustee and its counsel shall have been paid in full.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 402 or Section 403 to the Defeasance pursuant to Section 1202 or the Covenant Defeasance pursuant to Section 1203 of the Outstanding Securities of any seriesDefeased Securities: (1) The Issuer or a Guarantor shall elect by Board Resolution to effect a Defeasance pursuant to Section 1202 or a Covenant Defeasance pursuant to Section 1203. (2) The Issuer or a Guarantor, as the case may be, Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies satisfying the requirements contemplated by of Section 609 and agrees 608 who shall agree to comply with the provisions of this Article Four applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Outstanding Securities of such seriesSecurities, (a) money United States dollars in an amount, or (b) U.S. Government Obligations that which through the scheduled payment of principal and interest in respect thereof in accordance with their terms and with no further reinvestment will provide, not later than one day before the due date of any payment, money in an amount amount, or (c) a combination thereof, sufficient, in each casethe opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm expressed in a written certification thereof delivered to the Trustee, sufficient to pay all and discharge and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge the principal of, and any premium premium, if any, and interest (and any Additional Amounts then known) on the Outstanding Defeased Securities on the Stated Maturity of such series and any Additional Amounts then known thereon on the respective Stated Maturities, in accordance with the terms principal or installment of this Indenture and the Securities of such series. As used herein, “U.S. Government Obligations” means direct obligations principal or interest (or certificates representing an ownership interest in on any date after December 15, 1998 (such obligationsdate being referred to as the "Defeasance Redemption Date") of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable at the issuer’s option. (3) In the event of a Defeasance pursuant if when exercising under Section 401 either its option applicable to Section 1202402 or its option applicable to Section 403, the Issuer or the applicable Guarantor Company shall have delivered to the Trustee an Opinion of Counsel stating that (x) the Issuer or such Guarantor has received from, or there has been published by, the IRS a ruling or (y) since the date of this Indenture, there has been a change in the applicable U.S. Federal income tax law, in either case (x) or (y) irrevocable notice to the effect that, and based thereon such opinion shall confirm that, the beneficial owners redeem all of the Outstanding Securities on the Defeasance Redemption Date); provided that the Trustee shall have been irrevocably instructed to apply -------- such United States dollars or the proceeds of such series and will not recognize gain or loss for U.S. Federal income tax purposes as a result of the deposit, Defeasance and discharge Government Obligations to be effected said payments with respect to the Outstanding Securities of such series Securities; and will provided, further, that the -------- ------- United States dollars or U.S. Government Obligations deposited shall not be subject to the rights of the holders of Senior Indebtedness and Senior Guarantor Indebtedness pursuant to the provisions of Article Twelve and Article Fourteen. For this purpose, "U.S. Federal income tax on Government Obligations" means securities that are (i) direct obligations of the same amountUnited States of America for the timely payment of which its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in the same manner and either case, are not callable or redeemable at the same times as would be the case if such deposit, Defeasance and discharge were not to occur. (4) In the event of a Covenant Defeasance pursuant to Section 1203, the Issuer or the applicable Guarantor shall have delivered to the Trustee an Opinion of Counsel to the effect that the beneficial owners option of the Outstanding Securities of such series will not recognize gain or loss for U.S. Federal income tax purposes issuer thereof, and shall also include a depository receipt issued by a bank (as a result defined in Section 3(a)(2) of the deposit and Covenant Defeasance to be effected Securities Act), as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the Outstanding Securities account of the holder of such series and will be subject depository receipt, provided that (except as -------- required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Federal income tax Government Obligation or the specific payment of principal of or interest on the same amount, in the same manner and at the same times as would be the case if U.S. Government Obligation evidenced by such deposit and Covenant Defeasance were not to occurdepository receipt. (5) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (as if the provisions of the Trust Indenture Act applied to this Indenture) (assuming all Securities are in default within the meaning of such Act and that such Act applied to this Indenture). (6) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (7) The Issuer or the applicable Guarantor shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with. (8) All amounts due and owing to the Trustee and its counsel shall have been paid in full.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the Defeasance pursuant to application of either Section 1202 or the Covenant Defeasance pursuant to Section 1203 of to the Outstanding Securities of any seriesSecurities: (1) The Issuer or a Guarantor shall elect by Board Resolution to effect a Defeasance pursuant to Section 1202 or a Covenant Defeasance pursuant to Section 1203. (2) The Issuer or a Guarantor, as the case may be, Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies satisfying the requirements contemplated by of Section 609 and agrees 608 who shall agree to comply with the provisions of this Article Twelve applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Outstanding Securities of such series, Securities: (aA) money in an amount, or (bB) U.S. Government Obligations that Securities which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any paymentpayment in respect of the Securities, money in an amount amount, or (cC) a combination thereof, sufficient, in each casethe opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, sufficient to pay all and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal ofor Accreted Value of (and premium, and any premium if any) and interest (and any Additional Amounts then known) on the Outstanding Securities on the Stated Maturity (or Redemption Date, if applicable) of such series principal or Accreted Value (and any Additional Amounts then known thereon on premium, if any) or installment of interest; provided that the respective Stated MaturitiesTrustee shall have been irrevocably instructed in writing to apply such money or the proceeds of such Government Securities to said payments with respect to the Securities. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1103, a notice of its election to redeem all of the terms Outstanding Securities at a future date in accordance with Article Eleven, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (2) No Default or Event of this Indenture and Default with respect to the Securities shall have occurred and be continuing on the date of such series. As used hereindeposit or, “U.S. Government Obligations” means direct obligations insofar as paragraphs (or certificates representing an ownership interest in such obligations8) and (9) of Section 501 are concerned, at any time during the United States period ending on the 91st day after the date of America such deposit (including any agency or instrumentality thereof) for it being understood that this condition shall not be deemed satisfied until the payment expiration of which the full faith and credit of the United States of America is pledged and which are not callable at the issuer’s optionsuch period). (3) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. (4) In the event case of a Defeasance pursuant to an election under Section 1202, the Issuer or the applicable Guarantor Company shall have delivered to the Trustee an Opinion of Counsel stating that (x) the Issuer or such Guarantor has received from, or there has been published by, the IRS a ruling or (y) since the date of this Indenture, there has been a change in the applicable U.S. Federal income tax law, in either case (x) or (y) to the effect that, and based thereon such opinion shall confirm that, the beneficial owners of the Outstanding Securities of such series and will not recognize gain or loss for U.S. Federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to the Outstanding Securities of such series and will be subject to U.S. Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur. (4) In the event of a Covenant Defeasance pursuant to Section 1203, the Issuer or the applicable Guarantor shall have delivered to the Trustee an Opinion of Counsel to the effect that the beneficial owners of the Outstanding Securities of such series will not recognize gain or loss for U.S. Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to the Outstanding Securities of such series and will be subject to U.S. Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur. (5) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (as if the provisions of the Trust Indenture Act applied to this Indenture) (assuming all Securities are in default within the meaning of such Act and that such Act applied to this Indenture). (6) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (7) The Issuer or the applicable Guarantor shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with. (8) All amounts due and owing to the Trustee and its counsel shall have been paid in full.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the Defeasance pursuant application of either Section 402 or Section 403 hereof to Section 1202 or the Covenant Defeasance pursuant to Section 1203 of the Outstanding Securities of any seriesDefeased Securities: (1) The Issuer or a Guarantor shall elect by Board Resolution to effect a Defeasance pursuant to Section 1202 or a Covenant Defeasance pursuant to Section 1203. (2) The Issuer or a Guarantor, as the case may be, Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies satisfying the requirements contemplated by of Section 609 and agrees 608 hereof who shall agree to comply with the provisions of this Article Four applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Outstanding Securities of such seriesSecurities, (a) money United States dollars in an amount, or (b) U.S. Government Obligations that which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will shall provide, not later than one day before the due date of any payment, money in an amount amount, or (c) a combination thereof, sufficient, in each casethe opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm expressed in a written certification thereof delivered to the Trustee, sufficient to pay all and discharge, and which shall be applied by the Trustee (or other qualifying trustee), to pay and discharge, the principal of, and any premium and premium, if any, or interest on the Defeased Securities on the Stated Maturity of such principal or installment of principal or interest (and any Additional Amounts then known) on such date being referred to as the "Defeasance Redemption Date"), if when exercising under Section 401 hereof either its option applicable to Section 402 hereof or its option applicable to Section 403 hereof, the Company shall have delivered to the Trustee an irrevocable notice to redeem all of the Outstanding Securities on the Defeasance Redemption Date); provided that the Trustee shall have been irrevocably instructed to apply such United States dollars or the proceeds of such series and any Additional Amounts then known thereon on the respective Stated Maturities, in accordance with the terms of this Indenture and the Securities of such series. As used herein, “U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of Obligations to said payments with respect to the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable at the issuer’s optionSecurities. (32) In the event case of a Defeasance pursuant to an election under Section 1202402 hereof, the Issuer or the applicable Guarantor Company shall have delivered to the Trustee an Opinion of Independent Counsel from the United States of America and an [Opinion of Independent Counsel from Canada], stating that (xa) in the Issuer or such Guarantor case of the Opinion of Independent Counsel from the United States of America, the Company has received froma ruling from the Internal Revenue Service, [and in the case of the Opinion of Independent Counsel from Canada, the Company has received a ruling from the Canada Customs and Revenue Agency], or there has been published by, the IRS a ruling or (yb) since the date of this Indenture, there has been a change in the applicable U.S. Federal federal income tax law, including, in the case of the Opinion of Independent Counsel from the United States of America, by means of a Revenue Ruling published by the Internal Revenue Service[, and in the case of the Opinion of Independent Counsel from Canada, a published ruling from the Canada Customs and Revenue Agency, in either case (x) or (y) case] to the effect that, and based thereon such opinion Opinion of Independent Counsel from the United States of America [or Canada, as applicable,] shall confirm that, the beneficial owners Holders of the Outstanding Securities of such series and will not recognize income, gain or loss for U.S. Federal income tax purposes [and Canadian federal or provincial income tax purposes] as a result of the deposit, Defeasance and discharge to be effected with respect to the Outstanding Securities of such series defeasance and will be subject to U.S. Federal federal income tax on the same amountamounts, in the same manner and at the same times as would be have been the case if such depositdefeasance had not occurred. (3) In the case of an election under Section 403 hereof, Defeasance the Company shall have delivered to the Trustee an Opinion of Independent Counsel in the United States of America [or Canada,] as applicable, to the effect that the Holders of the Outstanding Securities will not recognize income, gain or loss for U.S. Federal income tax, [Canadian federal or provincial income tax] or certain other tax purposes as a result of such covenant defeasance and discharge were will be subject to U.S. Federal income tax [or Canadian federal or provincial income tax] on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not to occuroccurred. (4) In No Default or Event of Default shall have occurred and be continuing on the event date of such deposit or insofar as Sections 501(10), (11) or (12) hereof are concerned, at any time during the period ending on the 91st day after the date of deposit. (5) Such defeasance or covenant defeasance shall not result in a Covenant Defeasance pursuant breach or violation of, or constitute a Default under, any material agreement or instrument (other than this Indenture) to Section 1203which the Company or any Guarantor is a party or by which it is bound. (6) The Company shall have delivered to the Trustee an Opinion of Independent Counsel to the effect that after the 91st day following the deposit, the Issuer or the trust funds will not be treated as a preference under any applicable Guarantor Bankruptcy Law. (7) The Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the beneficial owners of the Outstanding Securities of such series will not recognize gain or loss for U.S. Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to the Outstanding Securities of such series and will be subject to U.S. Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur. (5) Such Defeasance or Covenant Defeasance shall not cause the Trustee or the trust so created to have a conflicting interest within be subject to the meaning United States Investment Company Act of the Trust Indenture Act (1940, as if the provisions of the Trust Indenture Act applied amended from time to this Indenture) (assuming all Securities are in default within the meaning of such Act and that such Act applied to this Indenture)time. (6) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment 8) The Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (7) The Issuer or the applicable Guarantor shall have delivered to the Trustee an Officer’s Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of the Securities or any Guaranty over the other creditors of the Company or any Guarantor with the intent of defeating, hindering, delaying or defrauding creditors of the Company, any Guarantor or others. (9) The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Independent Counsel, each stating that all conditions precedent provided for relating to either the defeasance under Section 402 hereof or the covenant defeasance under Section 403 hereof (as the case may be) have been complied with respect as contemplated by this Section 404. Opinions of Counsel or Opinions of Independent Counsel may have qualifications customary for opinions of the type required and counsel delivering such opinions may rely on certificates of the Company or any other relevant Obligor or government or other officials customary for opinions of the type required, including certificates certifying as to such Defeasance or Covenant Defeasance matters of fact, including that various financial covenants have been complied with. . Section 405. Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1018 hereof, all United States dollars and U.S. Government Obligations (8) All amounts including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this 62 Section 405, the "Trustee") pursuant to Section 404 hereof in respect of the Defeased Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent), as the Trustee may determine, to the Holders of such Securities of all sums due and owing to become due thereon in respect of principal, premium, if any, and interest but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 404 hereof or the principal and its counsel interest received in respect thereof. Anything in this Article Four to the contrary notwithstanding, the Trustee shall have been paid deliver or pay to the Company from time to time upon Company Request any United States dollars or U.S. Government Obligations held by it as provided in fullSection 404 hereof which, in the unqualified opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered in form and substance satisfactory to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect defeasance or covenant defeasance after application of the appropriate defeasance option.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the Defeasance pursuant application of Section 10.4 or Section 10.5 to Section 1202 or the Covenant Defeasance pursuant to Section 1203 of the Outstanding any Securities of or within a series and any seriesCoupons appertaining thereto: (1) The Issuer or a Guarantor shall elect by Board Resolution to effect a Defeasance pursuant to Section 1202 or a Covenant Defeasance pursuant to Section 1203. (2) The Issuer or a Guarantor, as the case may be, shall irrevocably have deposited or caused to be deposited irrevocably with the Trustee (or another trustee which satisfies Trustee satisfying the requirements contemplated by of Section 609 and agrees 6.9 who shall agree to comply with with, and shall be entitled to the benefits of, the provisions of this Article Sections 10.3 through 10.10 inclusive and the last paragraph of Section 3.3 applicable to itthe Trustee, for purposes of such Sections also a "Trustee") as trust funds in trust for the purpose of making the following paymentspayments referred to in clauses (X) and (Y) of this Section 10.6(1), specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any Coupons appertaining thereto, with instructions to the Outstanding Securities of such seriesTrustee as to the application thereof, (a) money in an amountamount (in such currency, currencies or currency unit or units in which such Securities and any Coupons appertaining thereto are then specified as payable at Maturity), or (b) if Securities of such Series are not subject to repayment at the option of Holders, U.S. Government Obligations that which through the scheduled payment of interest and principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any paymentpayment referred to in clause (X) or (Y) of this Section 10.6(1), money in an amount or (c) a combination thereofthereof in an amount sufficient, in each casethe opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, sufficient to pay all and discharge, and which shall be applied by the Trustee to pay and discharge, (X) the principal of, and any premium premium, if any, and interest (including any Additional Interest), if any, on Securities and any Additional Amounts then known) Coupons appertaining thereto on the Outstanding Securities Maturity of such series principal or installment of principal or interest and (Y) any Additional Amounts then known thereon mandatory sinking fund payments applicable to such Securities on the respective Stated Maturities, day on which such payments are due and payable in accordance with the terms of this Indenture and such Securities and any Coupons appertaining thereto. Before such a deposit the Securities of such series. As used herein, “U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of Issuer may make arrangements satisfactory to the United States of America (including any agency or instrumentality thereof) Trustee for the payment redemption of Securities at a future date or dates in accordance with Article XII which shall be given effect in applying the foregoing. (2) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default or Event of Default under, this Indenture or result in a breach or violation of, or constitute a default under, any other material agreement or instrument to which the full faith and credit of the United States of America Issuer is pledged and a party or by which are not callable at the issuer’s optionit is bound. (3) In the event case of a Defeasance pursuant to an election under Section 120210.4, the Issuer or the applicable Guarantor shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel stating to the effect that (xa) the Issuer or such Guarantor has received from, or there has been published by, the IRS Internal Revenue Service a ruling ruling, or (yb) since the date of execution of this Indenture, there has been a change in the applicable U.S. Federal income tax law, in either case (x) or (y) to the effect that, and based thereon such opinion shall confirm that, the beneficial owners of the Outstanding Securities Holders of such series Securities and any Coupons appertaining thereto will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to the Outstanding Securities of such series defeasance and will be subject to U.S. Federal income tax on the same amount, amount and in the same manner and at the same times times, as would be have been the case if such deposit, Defeasance defeasance and discharge were had not to occuroccurred. (4) In the event case of a Covenant Defeasance pursuant to an election under Section 120310.5, the Issuer or the applicable Guarantor shall have delivered to the Trustee an Opinion of Counsel to the effect that the beneficial owners of the Outstanding Securities Holders of such series Securities and any Coupons appertaining thereto will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to the Outstanding Securities of such series covenant defeasance and will be subject to U.S. Federal income tax on the same amountamounts, in the same manner and at the same times as would be have been the case if such deposit and Covenant Defeasance were covenant defeasance had not to occuroccurred. (5) Such Defeasance or Covenant Defeasance The Issuer shall not cause have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to have a conflicting interest within the meaning of defeasance under Section 10.4 or the Trust Indenture Act covenant defeasance under Section 10.5 (as if the provisions of case may be), including those contained in this Section 10.6 other than the Trust Indenture Act applied to this Indenture) (assuming all Securities are 90 day period specified in default within the meaning of such Act and that such Act applied to this IndentureSection 10.6(7), have been complied with. (6) This Issuer shall have delivered to the Trustee an Officer's Certificate to the effect that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit. (7) No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 5.1(5) and (6), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day). (8) Such Defeasance defeasance or Covenant Defeasance covenant defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940 unless such trust shall be registered under such Act or exempt from registration thereunder. (79) The Such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer or the applicable Guarantor shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied within connection therewith as contemplated by Section 2.3. (8) All amounts due and owing to the Trustee and its counsel shall have been paid in full.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 402 or Section 403 to the Defeasance pursuant to Section 1202 or the Covenant Defeasance pursuant to Section 1203 of the Outstanding Securities of any seriesDefeased Securities: (1) The Issuer or a Guarantor shall elect by Board Resolution to effect a Defeasance pursuant to Section 1202 or a Covenant Defeasance pursuant to Section 1203. (2) The Issuer or a Guarantor, as the case may be, Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies satisfying the requirements contemplated by of Section 609 and agrees 608 who shall agree to comply with the provisions of this Article Four applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Outstanding Securities of such seriesSecurities, (a) money United States dollars in an amount, (b) U.S. Government Obligations that which through the scheduled payment of principal and interest in respect thereof in accordance with their terms and with no further reinvestment will provide, not later than one day before the due date of any payment, money in an amount amount, or (c) a combination thereof, in each casesuch amounts as will be sufficient, sufficient in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm expressed in a written certification thereof delivered to the Trustee, to pay all and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge the principal of, and any premium premium, if any, and interest (and any Additional Amounts then known) on the Outstanding Defeased Securities on the Stated Maturity of such series and any Additional Amounts then known thereon on the respective Stated Maturities, in accordance with the terms principal or installment of this Indenture and the Securities of such series. As used herein, “U.S. Government Obligations” means direct obligations principal or interest (or certificates representing an ownership interest in on any date after October 15, 2003 (such obligations) of date being referred to as the United States of America (including any agency "Defeasance Redemption Date")), if at or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable at the issuer’s option. (3) In the event of a Defeasance pursuant prior to exercising under Section 401 either its option applicable to Section 1202402 or its option applicable to Section 403, the Issuer or the applicable Guarantor Company shall have delivered to the Trustee an Opinion of Counsel stating that (x) the Issuer or such Guarantor has received from, or there has been published by, the IRS a ruling or (y) since the date of this Indenture, there has been a change in the applicable U.S. Federal income tax law, in either case (x) or (y) irrevocable notice to the effect that, and based thereon such opinion shall confirm that, the beneficial owners redeem all of the Outstanding Securities on the Defeasance Redemption Date); provided that the Trustee (or such qualifying trustee) shall have been irrevocably instructed to apply such United States dollars or the proceeds of such series and will not recognize gain or loss for U.S. Federal income tax purposes as a result of the deposit, Defeasance and discharge Government Obligations to be effected said payments with respect to the Outstanding Securities of such series Securities; and will be subject to U.S. Federal income tax on the same amountprovided, in the same manner and at the same times as would be the case if such depositfurther, Defeasance and discharge were not to occur. (4) In the event of a Covenant Defeasance pursuant to Section 1203, the Issuer or the applicable Guarantor shall have delivered to the Trustee an Opinion of Counsel to the effect that the beneficial owners of the Outstanding Securities of such series will not recognize gain United States dollars or loss for U.S. Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to the Outstanding Securities of such series and will be subject to U.S. Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur. (5) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (as if the provisions of the Trust Indenture Act applied to this Indenture) (assuming all Securities are in default within the meaning of such Act and that such Act applied to this Indenture). (6) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (7) The Issuer or the applicable Guarantor shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with. (8) All amounts due and owing to the Trustee and its counsel shall have been paid in full.Government Obligations

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the Defeasance pursuant defeasance under Section 13.02 and covenant defeasance under Section 13.03 with respect to Section 1202 or the Covenant Defeasance pursuant to Section 1203 of the Outstanding Securities of any a particular series: (1a) The Issuer Company or, with respect to any series of Securities for which there is one or a Guarantor more co-issuers, the Issuers or, with respect to any series of Securities to which the provisions of Article Fifteen shall elect by Board Resolution to effect a Defeasance pursuant to Section 1202 or a Covenant Defeasance pursuant to Section 1203. (2) The Issuer or a Guarantorapply, as the case may be, Guarantors shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies satisfying the requirements contemplated by of Section 609 and agrees 7.09 who shall agree to comply with the provisions of this Article Thirteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Outstanding Securities of such seriesSecurities, (ai) money in an amount, or (bii) U.S. Government Governmental Obligations that which through the scheduled schedule payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any paymentpayment or, if such defeasance or covenant defeasance is to be effected in compliance with subsection (i) below, on the relevant redemption date, as the case may be, money in an amount amount, or (ciii) a combination thereof, sufficient, in each casethe opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, sufficient to pay all and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (A) the principal ofof (and premium, if any, on), each installment of principal of and premium, if any, interest, if any, and any premium and interest (and any all Additional Amounts then known) known to be payable at the time of such defeasance or covenant defeasance, as the case may be, on the Outstanding Securities of such series and any Additional Amounts then known thereon on the respective Stated Maturitiesstated maturity of or earlier redemption date, in accordance with as the terms of this Indenture and the Securities of such series. As used hereincase may be, “U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable at the issuer’s option. (3) In the event of a Defeasance pursuant to Section 1202, the Issuer or the applicable Guarantor shall have delivered to the Trustee an Opinion of Counsel stating that (x) the Issuer or such Guarantor has received from, or there has been published by, the IRS a ruling or (y) since the date of this Indenture, there has been a change in the applicable U.S. Federal income tax law, in either case (x) or (y) to the effect that, and based thereon such opinion shall confirm that, the beneficial owners of the Outstanding Securities of such series and will not recognize gain or loss for U.S. Federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to such principal or installment of principal or interest and (B) any mandatory sinking fund payments or analogous payments applicable to the Outstanding Securities of such series and will be subject to U.S. Federal income tax on the same amountday on which such payments are due and payable in accordance with terms of this Indenture and of such Securities. For this purpose, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur. “Government Obligations” means securities that are (4I) In the event of a Covenant Defeasance pursuant to Section 1203, the Issuer or the applicable Guarantor shall have delivered to the Trustee an Opinion of Counsel to the effect that the beneficial owners direct obligations of the Outstanding government which issued the currency in which the Securities of such series will not recognize gain are denominated for the payment of which its full faith and credit is pledged or loss for U.S. Federal income tax purposes (II) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of such government the payment of which is unconditionally guaranteed as a result full faith and credit obligation by such government, which, in either case, are not callable or redeemable at the option of the deposit issuer thereof, and Covenant Defeasance to be effected shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to any such Government Obligation or a specific payment of principal of or interest on any such Government Obligation held by such custodian for the Outstanding Securities account of the holder of such series and will be subject depository receipt, provided that (except as required by law) such custodian is not authorized to U.S. Federal income tax on make any deduction from the same amount, in amount payable to the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur. (5) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (as if the provisions of the Trust Indenture Act applied to this Indenture) (assuming all Securities are in default within the meaning holder of such Act and that depository receipt from any amount received by the custodian in respect of such Act applied to this Indenture). (6) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (7) The Issuer Government Obligation or the applicable Guarantor shall have delivered to the Trustee an Officer’s Certificate and an Opinion specific payment of Counsel, each stating that all conditions precedent with respect to principal of or interest on such Defeasance or Covenant Defeasance have been complied withGovernment Obligation evidenced by such depository receipt. (8) All amounts due and owing to the Trustee and its counsel shall have been paid in full.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the Defeasance pursuant application of either Section 11.02 or 11.03 hereof to Section 1202 or the Covenant Defeasance pursuant to Section 1203 of the Outstanding Securities of any seriesDefeasible Series: (1i) The Issuer or a Guarantor shall elect by Board Resolution to effect a Defeasance pursuant to Section 1202 or a Covenant Defeasance pursuant to Section 1203. (2) The Issuer or a Guarantor, as the case may be, Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which that satisfies the requirements contemplated by Section 609 9.10 hereof and agrees to comply with the provisions of this Article 11 applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Outstanding Securities of such series, (aA) money in an amount, or (bB) U.S. Government Obligations that through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount amount, or (cC) a combination thereof, in each casecase sufficient, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay all and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, (1) the principal of, and any premium of and interest (and any Additional Amounts then known) on the Outstanding Securities of such series and any Additional Amounts then known thereon on the respective Stated MaturitiesMaturities (or redemption date, if applicable) of such principal or installment of interest and (2) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities on the day on which such payments are due and payable in accordance with the terms of this Indenture and such Securities; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to said payments with respect to such Securities. Before such a deposit, the Company may give to the Trustee, in accordance with Section 4.02 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such seriesseries and Article 4 hereof, which notice shall be irrevocable. As used hereinSuch irrevocable redemption notice, “U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest if given, shall be given effect in such obligations) of applying the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable at the issuer’s option.foregoing. 129 (3ii) In the event case of a Defeasance pursuant to an election under Section 120211.02 hereof, the Issuer or the applicable Guarantor Company shall have delivered to the Trustee an Opinion of Counsel stating that (xA) the Issuer or such Guarantor Company has received from, or there has been published by, the IRS Internal Revenue Service a ruling or (yB) since the date of this Indenturefirst set forth hereinabove, there has been a change in the applicable U.S. Federal income tax law, in either case (x) or (y) case, to the effect that, and based thereon such opinion shall confirm that, the beneficial owners Holders of the Outstanding Securities of such series and will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of the deposit, such Defeasance and discharge to be effected with respect to the Outstanding Securities of such series and will be subject to U.S. Federal income tax on the same amountamounts, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur. (4iii) In the event case of a Covenant Defeasance pursuant to an election under Section 120311.03 hereof, the Issuer or the applicable Guarantor Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the beneficial owners Holders of the Outstanding Securities of such series will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of the deposit and such Covenant Defeasance to be effected with respect to the Outstanding Securities of such series and will be subject to U.S. Federal income tax on the same amountamounts, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur. (5iv) The Company shall have delivered to the Trustee an Officers' Certificate to the effect that the Securities of such series, if then listed on any securities exchange, will not be delisted as a result of such Defeasance or Covenant Defeasance. (v) No Default or Event of Default shall have occurred and be continuing at the time of such deposit. (vi) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (as if the provisions of the Trust Indenture Act applied to this Indenture) TIA (assuming all Securities are in default within the meaning of such Act and that such Act applied to this Indenturethe TIA). (6vii) Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company is a party or by which it is bound. (viii) Notwithstanding any other provisions of this Section, such Defeasance or Covenant Defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations in connection therewith pursuant to Section 3.01 hereof. (ix) The Company shall have delivered to the Trustee an Officers' Certificate, stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with. Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered qualified under such Act or exempt from registration regulation thereunder. (7) The Issuer or the applicable Guarantor shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with. (8) All amounts due and owing to the Trustee and its counsel shall have been paid in full.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 402 or Section 403 hereof to the Defeasance pursuant to Section 1202 or the Covenant Defeasance pursuant to Section 1203 of the Outstanding Securities of any seriesDefeased Securities: (1) The Issuer or a Guarantor shall elect by Board Resolution to effect a Defeasance pursuant to Section 1202 or a Covenant Defeasance pursuant to Section 1203. (2) The Issuer or a Guarantor, as the case may be, Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies satisfying the requirements contemplated by of Section 609 and agrees 608 hereof who shall agree to comply with the provisions of this Article Four applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Outstanding Securities of such seriesSecurities, (a) money United States dollars in an amount, or (b) U.S. Government Obligations that which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will shall provide, not later than one day before the due date of any payment, money in an amount amount, or (c) a combination thereof, sufficient, in each casethe opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm expressed in a written certification thereof delivered to the Trustee, sufficient to pay all and discharge and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge the principal of, and any premium premium, if any, and interest on the Defeased Securities on the Stated Maturity of such principal or installment of principal or interest (and any Additional Amounts then known) on such date being referred to as the "Defeasance Redemption Date"), if when exercising under Section 401 hereof either its option applicable to Section 402 hereof or its option applicable to Section 403 hereof, the Company shall have delivered to the Trustee an irrevocable notice to redeem all of the Outstanding Securities on the Defeasance Redemption Date); provided that the Trustee shall have been irrevocably instructed to apply such United States dollars or the proceeds of such series and any Additional Amounts then known thereon on the respective Stated Maturities, in accordance with the terms of this Indenture and the Securities of such series. As used herein, “U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of Obligations to said payments with respect to the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable at the issuer’s optionSecurities. (32) In the event case of a Defeasance pursuant to an election under Section 1202402 hereof, the Issuer or the applicable Guarantor Company shall have delivered to the Trustee an Opinion of Independent Counsel in the United States of America stating that (xA) the Issuer or such Guarantor Company has received from, or there has been published by, from the IRS Internal Revenue Service a ruling or (yB) since the date of this IndentureIssue Date, there has been a change in the applicable U.S. Federal federal income tax law, including by means of a Revenue Ruling published by the Internal Revenue Service, in either case (x) or (y) to the effect that, and based thereon such opinion Opinion of Independent Counsel in the United States of America shall confirm that, the beneficial owners Holders of the Outstanding Securities of such series and will not recognize income, gain or loss for U.S. Federal federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to the Outstanding Securities of such series defeasance and will be subject to U.S. Federal federal income tax on the same amountamounts, in the same manner and at the same times as would be have been the case if such deposit, Defeasance and discharge were defeasance had not to occuroccurred. (43) In the event case of a Covenant Defeasance pursuant to an election under Section 1203403 hereof, the Issuer or the applicable Guarantor Company shall have delivered to the Trustee an Opinion of Independent Counsel in the United States of America to the effect that the beneficial owners Holders of the Outstanding Securities of such series will not recognize income, gain or loss for U.S. Federal federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to the Outstanding Securities of such series covenant defeasance and will be subject to U.S. Federal federal income tax on the same amountamounts, in the same manner and at the same times as would be have been the case if such covenant defeasance had not occurred. (4) No Default or Event of Default shall have occurred and be continuing on the date of such deposit and Covenant Defeasance were not to occuror insofar as Subsection 501(9) or (10) hereof is concerned, at any time during the period ending on the 91st day after the date of deposit. (5) Such Defeasance defeasance or Covenant Defeasance covenant defeasance shall not cause the Trustee to have result in a conflicting interest within the meaning of the Trust Indenture Act breach or violation of, or constitute a Default under, any material agreement or instrument (as if the provisions of the Trust Indenture Act applied to other than this Indenture) (assuming all Securities are in default within to which the meaning of such Act and that such Act applied to this Indenture)Company or any Guarantor is a party or by which it is bound. (6) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment The Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (7) The Issuer or the applicable Guarantor shall have delivered to the Trustee an Officer’s Opinion of Independent Counsel to the effect that (A) the trust funds will not be subject to any rights of holders of Senior Indebtedness of the Company or of any Guarantor and (B) after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally. (7) The Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of the Securities or any Guarantee over the other creditors of the Company or any Guarantor with the intent of defeating, hindering, delaying or defrauding creditors of the Company, any Guarantor or others. (8) The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Independent Counsel, each stating that all conditions precedent provided for relating to either the defeasance under Section 402 hereof or the covenant defeasance under Section 403 hereof (as the case may be) have been complied with respect as contemplated by this Section 404. Opinions of Counsel or Opinions of Independent Counsel required to be delivered under this Section may have qualifications customary for opinions of the type required and counsel delivering such Defeasance opinions may rely on certificates of the Company or Covenant Defeasance government or other officials customary for opinions of the type required, including certificates certifying as to matters of fact, including that various financial covenants have been complied with. (8) All amounts due and owing to the Trustee and its counsel shall have been paid in full.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions precedent to the Defeasance pursuant application of either Section 13.02 or Section 13.03 to Section 1202 or the Covenant Defeasance pursuant to Section 1203 of the Outstanding Debt Securities of any such series: (1a) The the Issuer or a Guarantor shall elect by Board Resolution to effect a Defeasance pursuant to Section 1202 or a Covenant Defeasance pursuant to Section 1203. (2) The Issuer or a Guarantor, as the case may be, shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies satisfying the requirements contemplated by of Section 609 and agrees 6.09 who shall agree to comply with the provisions of this Article Thirteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Outstanding Securities holders of such seriesDebt Securities, (ai) money monies in an amount, or (bii) U.S. Government Obligations that which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money monies in an amount amount, or (ciii) a combination thereof, sufficient, without reinvestment, in each casethe opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, sufficient to pay all and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, and any premium of and interest (and any Additional Amounts then known) on the Outstanding outstanding Debt Securities of such series and any Additional Amounts then known thereon on the respective Stated Maturities, maturity of such principal or interest. Before such a deposit the Issuer may make arrangements satisfactory to the Trustee for the redemption of Debt Securities at a future date or dates in accordance with Article Twelve, which shall be given effect in applying the terms of foregoing. For this Indenture and the Securities of such series. As used hereinpurpose, “"U.S. Government Obligations” " means securities that are (A) direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of which the its full faith and credit is pledged or (B) obligations of any Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the 109 payment of which is pledged unconditionally guaranteed as a full faith and which credit obligation by the United States of America, which, in either case, are not callable or redeemable at the issuer’s option. (3) In option of the event of a Defeasance pursuant to Section 1202, the Issuer or the applicable Guarantor shall have delivered to the Trustee an Opinion of Counsel stating that (x) the Issuer or such Guarantor has received from, or there has been published by, the IRS a ruling or (y) since the date of this Indenture, there has been a change in the applicable U.S. Federal income tax law, in either case (x) or (y) to the effect thatissuer thereof, and based thereon such opinion shall confirm that, the beneficial owners also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Outstanding Securities Act of such series and will not recognize gain or loss for U.S. Federal income tax purposes 1933, as a result of the deposit, Defeasance and discharge to be effected amended) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the Outstanding Securities account of the holder of such series and will be subject depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Federal income tax Government Obligation or the specific payment of principal of or interest on the same amount, in the same manner and at the same times as would be the case if U.S. Government Obligation evidenced by such deposit, Defeasance and discharge were not to occurdepository receipt. (4) In the event of a Covenant Defeasance pursuant to Section 1203, the Issuer or the applicable Guarantor shall have delivered to the Trustee an Opinion of Counsel to the effect that the beneficial owners of the Outstanding Securities of such series will not recognize gain or loss for U.S. Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to the Outstanding Securities of such series and will be subject to U.S. Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur. (5) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (as if the provisions of the Trust Indenture Act applied to this Indenture) (assuming all Securities are in default within the meaning of such Act and that such Act applied to this Indenture). (6) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (7) The Issuer or the applicable Guarantor shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with. (8) All amounts due and owing to the Trustee and its counsel shall have been paid in full.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 402 or Section 403 hereof to the Defeasance pursuant to Section 1202 or the Covenant Defeasance pursuant to Section 1203 of the Outstanding Securities of any seriesDefeased Securities: (1) The Issuer or a Guarantor shall elect by Board Resolution to effect a Defeasance pursuant to Section 1202 or a Covenant Defeasance pursuant to Section 1203. (2) The Issuer or a Guarantor, as the case may be, Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies satisfying the requirements contemplated by of Section 609 and agrees 608 hereof who shall agree to comply with the provisions of this Article Four applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Outstanding Securities of such seriesSecurities, (a) money United States dollars in an amount, or (b) U.S. Government Obligations that which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will shall provide, not later than one day before the due date of any payment, money in an amount amount, or (c) a combination thereof, sufficient, in each casethe opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm expressed in a written certification thereof - 70 - 82 delivered to the Trustee, sufficient to pay all and discharge and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge the principal of, premium, if any, interest and any premium and Liquidated Damages, if any, on the Defeased Securities on the Stated Maturity of such principal or installment of principal or interest (and any Additional Amounts then known) on such date being referred to as the "Defeasance Redemption Date"), if when exercising under Section 401 hereof either its option applicable to Section 402 hereof or its option applicable to Section 403 hereof, the Company shall have delivered to the Trustee an irrevocable notice to redeem all of the Outstanding Securities on the Defeasance Redemption Date); provided that the Trustee shall have been irrevocably instructed to apply such United States dollars or the proceeds of such series and any Additional Amounts then known thereon on the respective Stated Maturities, in accordance with the terms of this Indenture and the Securities of such series. As used herein, “U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of Obligations to said payments with respect to the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable at the issuer’s optionSecurities. (32) In the event case of a Defeasance pursuant to an election under Section 1202402 hereof, the Issuer or the applicable Guarantor Company shall have delivered to the Trustee an Opinion of Independent Counsel in the United States of America stating that (xA) the Issuer or such Guarantor Company has received from, or there has been published by, from the IRS Internal Revenue Service a ruling and from Revenue Canada a ruling or (yB) since the date of this Indenture, there has been a change in the applicable U.S. Federal federal income tax law, including by means of a Revenue Ruling published by the Internal Revenue Service and a ruling from Revenue Canada has been published, in either case (x) or (y) to the effect that, and based thereon such opinion Opinion of Independent Counsel in the United States of America shall confirm that, the beneficial owners Holders of the Outstanding Securities of such series and will not recognize income, gain or loss for U.S. Federal income tax purposes and Canadian federal or provincial income tax as a result of the deposit, Defeasance and discharge to be effected with respect to the Outstanding Securities of such series defeasance and will be subject to U.S. Federal income tax and Canadian federal or provincial income tax on the same amountamounts, in the same manner and at the same times as would be have been the case if such deposit, Defeasance and discharge were defeasance had not to occuroccurred. (43) In the event case of a Covenant Defeasance pursuant to an election under Section 1203403 hereof, the Issuer or the applicable Guarantor Company shall have delivered to the Trustee an Opinion of Independent Counsel in the United States of America to the effect that the beneficial owners Holders of the Outstanding Securities of such series will not recognize income, gain or loss for U.S. Federal income tax, Canadian federal or provincial income tax or certain other tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to the Outstanding Securities of such series covenant defeasance and will be subject to U.S. Federal income tax, Canadian federal or provincial income tax on the same amountamounts, in the same manner and at the same times as would be have been the case if such deposit and Covenant Defeasance were covenant defeasance had not to occuroccurred. (5) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (as if the provisions of the Trust Indenture Act applied to this Indenture) (assuming all Securities are in default within the meaning of such Act and that such Act applied to this Indenture). (6) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (7) The Issuer or the applicable Guarantor shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with. (8) All amounts due and owing to the Trustee and its counsel shall have been paid in full.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the Defeasance pursuant application of either Section 11.2 or Section 11.3 hereof to Section 1202 or the Covenant Defeasance pursuant to Section 1203 of the Outstanding Securities of any seriesSecurities: (1a) The Issuer Company or a any Subsidiary Guarantor shall elect by Board Resolution to effect a Defeasance pursuant to Section 1202 or a Covenant Defeasance pursuant to Section 1203. (2) The Issuer or a Guarantor, as the case may be, shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies satisfying the requirements contemplated by of Section 609 and agrees 5.7 hereof who shall agree to comply with the provisions of this Article XI applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Outstanding Securities of such seriesSecurities, (aA) money cash in United States dollars in an amount, or (bB) U.S. Government Obligations that which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount amount, or (cC) a combination thereof, sufficient, in each casethe opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, sufficient to pay all and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal ofof (and premium, and any premium if any, on) and interest (and any Additional Amounts then known) on the Outstanding Securities on the Stated Maturity thereof (or Redemption Date, if applicable), provided that the Trustee shall have been irrevocably instructed in writing by the Company to apply such money or the proceeds of such series and any Additional Amounts then known thereon on U.S. Government Obligations to said payments with respect to the respective Stated MaturitiesSecurities. Before such a deposit, the Company may give to the Trustee, in accordance with Section 10.1 hereof, a notice of its election to redeem all of the terms of Outstanding Securities at a future date in accordance with Article X hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. For this Indenture and the Securities of such series. As used hereinpurpose, “U.S. Government Obligations” means securities that are (x) direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) for the timely payment of which the its full faith and credit is pledged or (y) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is pledged unconditionally guaranteed as a full faith and which credit obligation by the United States of America, which, in either case, are not callable or redeemable at the issuer’s optionoption of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receipt. (3b) No Default or Event of Default with respect to the Securities shall have occurred and be continuing on the date of such deposit or, insofar as Sections 4.1(f) and 4.1(g) are concerned, at any time during the period ending on the 91st day after the date of such deposit. (c) Such legal defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest under this Indenture or the Trust Indenture Act with respect to any securities of the Company or any Subsidiary Guarantor. (d) Such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, any other material agreement or instrument to which the Company or, if applicable, any Subsidiary Guarantor is a party or by which it is bound, as evidenced to the Trustee in an Officers’ Certificate delivered to the Trustee concurrently with such deposit. (e) In the event case of a Defeasance pursuant to an election under Section 120211.2 hereof, the Issuer or the applicable Guarantor Company shall have delivered to the Trustee an Opinion of Counsel stating that (xi) the Issuer or such Guarantor Company has received from, or there has been published by, the IRS Internal Revenue Service a ruling ruling, or (yii) since the date of this Indenture, Indenture there has been a change in the applicable U.S. Federal federal income tax lawlaws, in either case (x) or (y) to providing that the effect that, and based thereon such opinion shall confirm that, the beneficial owners Holders of the Outstanding Securities of such series and will not recognize income, gain or loss for U.S. Federal federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to the Outstanding Securities of such series legal defeasance and will be subject to U.S. Federal federal income tax on the same amountamounts, in the same manner and at the same times as would be have been the case if such deposit, Defeasance legal defeasance had not occurred (it being understood that (x) such Opinion of Counsel shall also state that such ruling or applicable law is consistent with the conclusions reached in such Opinion of Counsel and discharge were not (y) the Trustee shall be under no obligation to occurinvestigate the basis or correctness of such ruling). (4f) In the event case of a Covenant Defeasance pursuant to an election under Section 120311.3 hereof, the Issuer or the applicable Guarantor Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the beneficial owners Holders of the Outstanding Securities of such series will not recognize income, gain or loss for U.S. Federal federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to the Outstanding Securities of such series covenant defeasance and will be subject to U.S. Federal federal income tax on the same amountamounts, in the same manner and at the same times as would be have been the case if such deposit and Covenant Defeasance were covenant defeasance had not to occuroccurred. (5) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (as if the provisions of the Trust Indenture Act applied to this Indenture) (assuming all Securities are in default within the meaning of such Act and that such Act applied to this Indenture). (6) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (7g) The Issuer or the applicable Guarantor Company shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating which, taken together, state that all conditions precedent with respect provided for relating to such Defeasance either the legal defeasance under Section 11.2 hereof or Covenant Defeasance the covenant defeasance under Section 11.3 (as the case may be) have been complied with. (8) All amounts due and owing to the Trustee and its counsel shall have been paid in full.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 12.02 or Section 12.03 to the Defeasance pursuant to Section 1202 or outstanding Securities and the Covenant Defeasance pursuant to Section 1203 of the Outstanding Securities of any seriesGuarantees endorsed thereon: (1) The Issuer Company or a the Guarantor shall elect by Board Resolution to effect a Defeasance pursuant to Section 1202 or a Covenant Defeasance pursuant to Section 1203. (2) The Issuer or a Guarantor, as the case may be, shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies satisfying the requirements contemplated by of Section 609 and agrees 6.08 who shall agree to comply with the provisions of this Article XII applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Outstanding Securities of such seriesSecurities, (aA) money cash in U.S. Dollars in an amount, or (bB) U.S. Government Obligations (defined below) that through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money cash in U.S. Dollars in an amount amount, or (cC) a combination thereof, sufficient, in each casethe opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, sufficient to pay all and discharge and which shall be applied by the principal ofTrustee (or other qualifying trustee) to pay and discharge, and any premium and interest (i) the Issue Price of (and any Additional Amounts then knownpremium, if any) and accrued Original Issue Discount on the Outstanding outstanding Securities on the Stated Maturity of such series Principal Amount (and premium, if any) or accrued Original Issue Discount and (ii) any Additional Amounts then known thereon mandatory payments applicable to the outstanding Securities on the respective Stated Maturities, day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such seriesSecurities; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to said payments with respect to the Securities. As used hereinFor this purpose, “"U.S. Government Obligations” " means securities that are (x) direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) for the timely payment of which the its full faith and credit is pledged or (y) obligations of a person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is pledged unconditionally guaranteed as a full faith and which credit obligation by the United States of America, which, in either case, are not callable or redeemable at the issuer’s option. (3) In option of the event of a Defeasance pursuant to Section 1202, the Issuer or the applicable Guarantor shall have delivered to the Trustee an Opinion of Counsel stating that (x) the Issuer or such Guarantor has received from, or there has been published by, the IRS a ruling or (y) since the date of this Indenture, there has been a change in the applicable U.S. Federal income tax law, in either case (x) or (y) to the effect thatissuer thereof, and based thereon such opinion shall confirm that, the beneficial owners also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Outstanding Securities Act of such series and will not recognize gain or loss for U.S. Federal income tax purposes 1933, as a result of the depositamended), Defeasance and discharge to be effected as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the Outstanding Securities account of the holder of such series and will be subject depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Federal income tax Government Obligation or the specific payment of principal of or interest on the same amount, in the same manner and at the same times as would be the case if U.S. Government Obligation evidenced by such deposit, Defeasance and discharge were not to occur. (4) In the event of a Covenant Defeasance pursuant to Section 1203, the Issuer or the applicable Guarantor shall have delivered to the Trustee an Opinion of Counsel to the effect that the beneficial owners of the Outstanding Securities of such series will not recognize gain or loss for U.S. Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to the Outstanding Securities of such series and will be subject to U.S. Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur. (5) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (as if the provisions of the Trust Indenture Act applied to this Indenture) (assuming all Securities are in default within the meaning of such Act and that such Act applied to this Indenture). (6) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (7) The Issuer or the applicable Guarantor shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with. (8) All amounts due and owing to the Trustee and its counsel shall have been paid in full.depository receipt;

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the Defeasance pursuant application of either Section 402 or Section 403 hereof to Section 1202 or the Covenant Defeasance pursuant to Section 1203 of the Outstanding Securities of any seriesDefeased Securities: (1) The Issuer or a Guarantor shall elect by Board Resolution to effect a Defeasance pursuant to Section 1202 or a Covenant Defeasance pursuant to Section 1203. (2) The Issuer or a Guarantor, as the case may be, Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies satisfying the requirements contemplated by of Section 609 and agrees 608 hereof who shall agree to comply with the provisions of this Article 66 Four applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Outstanding Securities of such seriesSecurities, (a) money United States dollars in an amount, or (b) U.S. Government Obligations that which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will shall provide, not later than one day before the due date of any payment, money in an amount amount, or (c) a combination thereof, sufficient, in each casethe opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm expressed in a written certification thereof delivered to the Trustee, sufficient to pay all and discharge, and which shall be applied by the Trustee (or other qualifying trustee), to pay and discharge, the principal of, and any premium and premium, if any, or interest on the Defeased Securities on the Stated Maturity of such principal or installment of principal or interest (and any Additional Amounts then known) on such date being referred to as the "Defeasance Redemption Date"), if when exercising under Section 401 hereof either its option applicable to Section 402 hereof or its option applicable to Section 403 hereof, the Company shall have delivered to the Trustee an irrevocable notice to redeem all of the Outstanding Securities on the Defeasance Redemption Date); provided that the Trustee shall have been irrevocably instructed to apply such United States dollars or the proceeds of such series and any Additional Amounts then known thereon on the respective Stated Maturities, in accordance with the terms of this Indenture and the Securities of such series. As used herein, “U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of Obligations to said payments with respect to the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable at the issuer’s optionSecurities. (32) In the event case of a Defeasance pursuant to an election under Section 1202402 hereof, the Issuer or the applicable Guarantor Company shall have delivered to the Trustee an Opinion of Independent Counsel from the United States of America stating that (xa) the Issuer or such Guarantor Company has received froma ruling from the Internal Revenue Service, or there has been published by, the IRS a ruling or (yb) since the date of this Indenture, there has been a change in the applicable U.S. Federal federal income tax law, in either case (x) or (y) including by means of a Revenue Ruling published by the Internal Revenue Service, to the effect that, and based thereon such opinion Opinion of Independent Counsel from the United States of America shall confirm that, the beneficial owners Holders of the Outstanding Securities of such series and will not recognize income, gain or loss for U.S. Federal income tax as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred. (3) In the case of an election under Section 403 hereof, the Company shall have delivered to the Trustee an Opinion of Independent Counsel in the United States of America to the effect that the Holders of the Outstanding Securities will not recognize income, gain or loss for U.S. Federal income tax or certain other tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to the Outstanding Securities of such series covenant defeasance and will be subject to U.S. Federal income tax on the same amountamounts, in the same manner and at the same times as would be have been the case if such deposit, Defeasance and discharge were covenant defeasance had not to occuroccurred. (4) In No Default or Event of Default shall have occurred and be continuing on the event date of such deposit or insofar as Sections 501(10), (11) or (12) hereof are concerned, at any time during the period ending on the 91st day after the date of deposit. (5) Such defeasance or covenant defeasance shall not result in a Covenant Defeasance pursuant breach or violation of, or constitute a Default under, any material agreement or instrument (other than this Indenture) to Section 1203which the Company or any Guarantor is a party or by which it is bound. (6) The Company shall have delivered to the Trustee an Opinion of Independent Counsel to the effect that after the 91st day following the deposit, the Issuer or the trust funds will not be treated as a preference under any applicable Guarantor Bankruptcy Law. (7) The Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the beneficial owners of the Outstanding Securities of such series will not recognize gain or loss for U.S. Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to the Outstanding Securities of such series and will be subject to U.S. Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur. (5) Such Defeasance or Covenant Defeasance shall not cause the Trustee or the trust so created to have a conflicting interest within be subject to the meaning United States Investment Company Act of the Trust Indenture Act (1940, as if the provisions of the Trust Indenture Act applied amended from time to this Indenture) (assuming all Securities are in default within the meaning of such Act and that such Act applied to this Indenture)time. (6) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment 8) The Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (7) The Issuer or the applicable Guarantor shall have delivered to the Trustee an Officer’s Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of the Securities or any Guaranty over the other creditors of the Company or any Guarantor with the intent of defeating, hindering, delaying or defrauding creditors of the Company, any Guarantor or others. (9) The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Independent Counsel, each stating that all conditions precedent provided for relating to either the defeasance under Section 402 hereof or the covenant defeasance under Section 403 hereof (as the case may be) have been complied with respect as contemplated by this Section 404. Opinions of Counsel or Opinions of Independent Counsel may have qualifications customary for opinions of the type required and counsel delivering such opinions may rely on certificates of the Company or any other relevant Obligor or government or other officials customary for opinions of the type required, including certificates certifying as to such Defeasance or Covenant Defeasance matters of fact, including that various financial covenants have been complied with. (8) All amounts due and owing to the Trustee and its counsel shall have been paid in full.