Common use of Conditions to Defeasance Clause in Contracts

Conditions to Defeasance. (a) The Issuers may exercise their legal defeasance option or their covenant defeasance option only if: (i) the Issuers irrevocably deposit with the Trustee money in US Dollars, the principal of and the interest on which shall be sufficient, or a combination thereof sufficient, to pay the principal of and premium (if any) and interest on the Senior Notes when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii) the Issuers delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited US Dollars, plus any deposited money without investment shall provide cash at such times and in such amounts as shall be sufficient to pay principal, premium, if any, and interest when due on all the Senior Notes to maturity or redemption, as the case may be; (iii) 90 days pass after the deposit is made and during the 90-day period no Default specified in Section 6.01(f) or (g) with respect to either Issuer, BP I or BP II occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other material agreement binding on either Issuer, BP I or BP II; (v) in the case of the legal defeasance option, the Issuers shall have delivered to the Trustee an Opinion of Counsel stating that (1) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of this Senior Notes Indenture there has been a change in the applicable US federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders shall not recognize income, gain or loss for US federal income tax purposes as a result of such deposit and defeasance and shall be subject to US 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 and defeasance had not occurred; provided, however, the Opinion of Counsel required with respect to a legal defeasance need not be delivered if all Senior Notes not theretofore delivered to the Trustee for cancellation have become due and payable; (vi) in the case of the covenant defeasance option, the Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders shall not recognize income, gain or loss for US Federal income tax purposes as a result of such deposit and defeasance and shall be subject to US 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 and defeasance had not occurred; and (vii) the Issuers deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Senior Notes to be so defeased and discharged as contemplated by this Article VIII have been complied with. (b) Before or after a deposit, the Issuers may make arrangements satisfactory to the Trustee for the redemption of such Senior Notes at a future date in accordance with Article III.

Conditions to Defeasance. (a) The Issuers Parent may exercise their legal defeasance option either Legal Defeasance or their covenant defeasance option Covenant Defeasance only if: (i) the Issuers Parent irrevocably deposit deposits with the Trustee money Trustee, in US Dollarstrust, for the principal benefit of and the interest on which shall be sufficientHolders of the Exchange Debentures, cash in U.S. dollars, non-callable Government Securities, or a combination thereof thereof, in such amounts as will be sufficient, to pay (x) in the principal opinion of and premium (if any) and interest on the Senior Notes when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii) the Issuers delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited US Dollarspublic accountants, plus any deposited money without investment shall provide cash at such times and in such amounts as shall be sufficient to pay principalthe principal of, premium, if any, and interest when due on all the Senior Notes to outstanding Exchange Debentures on the stated maturity or redemptionthe date such payments are due in accordance with the terms of the Exchange Debentures or on the applicable, redemption date, as the case may be;, and (y) in the opinion of Parent as stated in an Officers' Certificate to pay Trustee Expenses. In addition, Parent specifies whether the Exchange Debentures are being defeased to maturity or to a particular redemption date, (iii) 90 days pass after the deposit is made and during the 90-day period no Default specified in Section 6.01(f) or (g) with respect to either Issuer, BP I or BP II occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other material agreement binding on either Issuer, BP I or BP II; (vii) in the case of the legal defeasance optionLegal Defeasance, the Issuers Parent shall have delivered to the Trustee (1) an Opinion of Counsel stating reasonably acceptable to the Trustee confirming that (1x) the Issuers have Parent has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (2y) since the date of this Senior Notes Indenture Indenture, there has been a change in the applicable US federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall will confirm that, the Holders shall of the outstanding Exchange Debentures will not recognize income, gain or loss for US federal income tax purposes as a result of such deposit Legal Defeasance and defeasance and shall will be subject to US 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 and defeasance Legal Defeasance had not occurred; provided, however, the Opinion of Counsel required with respect to a legal defeasance need not be delivered if all Senior Notes not theretofore delivered to the Trustee for cancellation have become due and payable; (vi2) in the case of the covenant defeasance option, the Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that (x) the deposit of the trust funds does not violate the Investment Company Act of 1940 and (y) after the period ending on the 123rd day after the date of deposit the trust funds will not be subject to the effect of ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law in a case commenced by or against Parent under either such statute, (iii) in the case of Covenant Defeasance, Parent shall have delivered to the Trustee (1) an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders shall of the outstanding Exchange Debentures will not recognize income, gain or loss for US Federal federal income tax purposes as a result of such deposit Covenant Defeasance and defeasance and shall will be subject to US Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Covenant Defeasance had not occurred; , (2) an Opinion of Counsel to the effect that (x) the deposit of the trust funds does not violate the Investment Company Act of 1940 and (y) after the period ending on the 123rd day after the date of deposit the trust funds will not be subject to the effect of ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law in a case commenced by or against Parent under either such statute, (iv) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 123rd day after the date of deposit, (v) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a Default under any material agreement or instrument (other than this Indenture) to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries is bound, (vi) Parent shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by Parent with the intent of preferring the Holders of Exchange Debentures over the other creditors of Parent with the intent of defeating, hindering, delaying or defrauding creditors of Parent or others and (vii) the Issuers deliver Parent shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance and discharge of Legal Defeasance or the Senior Notes to be so defeased and discharged as contemplated by this Article VIII Covenant Defeasance have been complied with. (b) Before or after a deposit, the Issuers may make arrangements satisfactory to the Trustee for the redemption of such Senior Notes at a future date in accordance with Article III.

Conditions to Defeasance. (a) The Issuers may In order to exercise their legal defeasance option either Legal Defeasance or their covenant defeasance option only ifCovenant Defeasance: (i) the Issuers Issuer must irrevocably deposit with the Trustee money Trustee, in US Dollarstrust, for the principal benefit of and the interest on which shall be sufficientholders of the Notes, (i) cash in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof of cash in U.S. dollars and non-callable U.S. Government Securities (in the case of the USD Notes) and (ii) cash in Euros, non-callable European Government Securities, or a combination of cash in Euros and non-callable European Government Securities (in the case of the Euro Notes) in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of of, or interest (including Additional Amounts and premium (premium, if any) and interest on the Senior outstanding Notes when due at maturity on the stated date for payment thereof or redemptionon the applicable redemption date, as the case may be, including interest thereon and the Issuer must specify whether the Notes are being defeased to maturity such stated date for payment or such to a particular redemption date; (ii) the Issuers delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited US Dollars, plus any deposited money without investment shall provide cash at such times and in such amounts as shall be sufficient to pay principal, premium, if any, and interest when due on all the Senior Notes to maturity or redemption, as the case may be; (iii) 90 days pass after the deposit is made and during the 90-day period no Default specified in Section 6.01(f) or (g) with respect to either Issuer, BP I or BP II occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other material agreement binding on either Issuer, BP I or BP II; (v) in the case of the legal defeasance optionLegal Defeasance, the Issuers shall have delivered Issuer must deliver to the Trustee Trustee: (A) an Opinion opinion of Counsel stating United States counsel, which counsel is reasonably acceptable to the Trustee, confirming that (1i) the Issuers have Issuer has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, ruling or (2ii) since the date of this Senior Notes Indenture Issue Date, there has been a change in the applicable US U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion opinion of Counsel shall counsel will confirm that, the Holders shall holders of the outstanding Notes will not recognize income, gain or loss for US U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; and (B) an Opinion of Counsel in the jurisdiction of incorporation of the Issuer, which counsel is reasonably acceptable to the Trustee, to the effect that the holders of the Notes will not recognize income, gain or loss for tax purposes of such jurisdiction as a result of such deposit and defeasance and shall will be subject to US tax in such jurisdiction on the same amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (iii) in the case of Covenant Defeasance, the Issuer must deliver to the Trustee: (A) an opinion of United States counsel, which counsel is reasonably acceptable to the Trustee, confirming that the holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Covenant Defeasance had not occurred; providedand (B) an opinion of counsel in the jurisdiction of incorporation of the Issuer, however, the Opinion of Counsel required with respect to a legal defeasance need not be delivered if all Senior Notes not theretofore delivered which counsel is reasonably acceptable to the Trustee for cancellation have become due and payable; (vi) in the case of the covenant defeasance optionTrustee, the Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders shall holders of the Notes will not recognize income, gain or loss for US Federal income tax purposes of such jurisdiction as a result of such deposit and defeasance and shall will be subject to US Federal income tax in such jurisdiction on the same amounts, amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (iv) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other Indebtedness), and the granting of Liens to secure such borrowings); (v) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than this Indenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which the Issuer or any of the Guarantors is a party or by which the Issuer or any of the Guarantors is bound; (vi) the Issuer must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the holders of Notes over the other creditors of the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or others; and (vii) the Issuers Issuer must deliver to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance and discharge of Legal Defeasance or the Senior Notes to be so defeased and discharged as contemplated by this Article VIII Covenant Defeasance have been complied with. (b) Before or after a deposit, . If the Issuers may make arrangements satisfactory to funds deposited with the Trustee to effect Covenant Defeasance are insufficient to pay the principal of, premium, if any, and interest on the Notes when due because of any acceleration occurring after an Event of Default, then the Issuer and the Guarantors shall remain liable for the redemption of such Senior Notes at a future date in accordance with Article IIIpayments.

Conditions to Defeasance. (a) The Issuers Company may exercise their legal defeasance option either Legal Defeasance or their covenant defeasance option Covenant Defeasance only if: (i) the Issuers Company irrevocably deposit deposits with the Trustee money Trustee, in US Dollarstrust, for the principal benefit of and the interest on which shall be sufficientHolders of the Notes, cash in U.S. Legal Tender or Government Securities, or a combination thereof thereof, in such amounts as will be sufficient, to pay (x) in the principal opinion of and premium (if any) and interest on the Senior Notes when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii) the Issuers delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited US Dollarspublic accountants, plus any deposited money without investment shall provide cash at such times and in such amounts as shall be sufficient to pay principalthe principal of, premium, if any, and interest when due and Additional Interest, if any, on all the Senior outstanding Notes to on the stated maturity or redemptionthe date such payments are due in accordance with the terms of the Notes or on the applicable, redemption date, as the case may be, and (y) in the opinion of the Company as stated in an Officers' Certificate, to pay the Trustee Expenses. The Company shall specify whether the Notes are being defeased to maturity or to a particular redemption date; (iii) 90 days pass after the deposit is made and during the 90-day period no Default specified in Section 6.01(f) or (g) with respect to either Issuer, BP I or BP II occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other material agreement binding on either Issuer, BP I or BP II; (vii) in the case of the legal defeasance optionLegal Defeasance, the Issuers Company shall have delivered to the Trustee (1) an Opinion of Counsel stating reasonably acceptable to the Trustee confirming that (1x) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (2y) since the date of this Senior Notes Indenture Indenture, there has been a change in the applicable US federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall will confirm that, the Holders shall of the outstanding Notes will not recognize income, gain or loss for US federal income tax purposes as a result of such deposit Legal Defeasance and defeasance and shall will be subject to US 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 and defeasance Legal Defeasance had not occurred; provided, however, the Opinion of Counsel required with respect to a legal defeasance need not be delivered if all Senior Notes not theretofore delivered to the Trustee for cancellation have become due occurred and payable; (vi2) in the case of the covenant defeasance option, the Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that (x) the deposit of the trust funds does not violate the Investment Company Act of 1940 and (y) after the period ending on the 123rd day after the date of deposit, the trust funds will not be subject to the effect of Section 547 of the Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law in a case commenced by or against the Company under either such statute; (iii) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee (1) an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders shall of the outstanding Notes will not recognize income, gain or loss for US Federal federal income tax purposes as a result of such deposit Covenant Defeasance and defeasance and shall will be subject to US Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Covenant Defeasance had not occurredoccurred and (2) an Opinion of Counsel to the effect that (x) the deposit of the trust funds does not violate the Investment Company Act of 1940 and (y) after the period ending on the 123rd day after the date of deposit, the trust funds will not be subject to the effect of S▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law in a case commenced by or against the Company under either such statute; (iv) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 123rd day after the date of deposit; (v) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a Default under any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (vi) 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 Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; and (vii) the Issuers deliver Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance and discharge of Legal Defeasance or the Senior Notes to be so defeased and discharged as contemplated by this Article VIII Covenant Defeasance have been complied with. (b) Before or after a deposit, the Issuers may make arrangements satisfactory to the Trustee for the redemption of such Senior Notes at a future date in accordance with Article III.

Conditions to Defeasance. (a) The Issuers may In order to exercise their legal defeasance option either Legal Defeasance or their covenant defeasance option only ifCovenant Defeasance with respect to the Notes of either series: (i1) the Issuers Company must irrevocably deposit with the Trustee money Trustee, in US Dollarstrust, for the principal benefit of and the interest on which shall be sufficientHolders, in the case of the Dollar Notes, cash in U.S. dollars or non-callable U.S. Government Obligations, or a combination thereof thereof, and, in the case of the Euro Notes, Euros or non-callable European Government Obligations, or a combination thereof, in such amounts as will be sufficient, to pay the principal of of, or interest and premium (premium, if any) and interest , on the Senior outstanding Notes when due at maturity of such series on the Stated Maturity or redemptionon the applicable Redemption Date, as the case may be, including interest thereon and the Company must specify whether the Notes of such series are being defeased to maturity or such redemption dateto a particular Redemption Date; (ii) the Issuers delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited US Dollars, plus any deposited money without investment shall provide cash at such times and in such amounts as shall be sufficient to pay principal, premium, if any, and interest when due on all the Senior Notes to maturity or redemption, as the case may be; (iii) 90 days pass after the deposit is made and during the 90-day period no Default specified in Section 6.01(f) or (g) with respect to either Issuer, BP I or BP II occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other material agreement binding on either Issuer, BP I or BP II; (v2) in the case of the legal defeasance optionLegal Defeasance, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel stating that reasonably acceptable to the Trustee confirming that, subject to customary exceptions and exclusions, (1i) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (2ii) since the date of this Senior Notes Indenture Issue Date, there has been a change in the applicable US federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders shall of the outstanding Notes of such series will not recognize income, gain or loss for US federal income tax purposes as a result of such deposit Legal Defeasance and defeasance and shall will be subject to US 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 and defeasance Legal Defeasance had not occurred; provided, however, the Opinion of Counsel required with respect to a legal defeasance need not be delivered if all Senior Notes not theretofore delivered to the Trustee for cancellation have become due and payable; (vi3) in the case of the covenant defeasance optionCovenant Defeasance, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the effect that Trustee confirming that, subject to customary exceptions and exclusions, the Holders shall of the outstanding Notes of such series will not recognize income, gain or loss for US Federal federal income tax purposes as a result of such deposit Covenant Defeasance and defeasance and shall will be subject to US Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Covenant Defeasance had not occurred; and; (vii4) no Default or Event of Default will have occurred and be continuing on the date of such deposit (other than resulting from the borrowing of funds to be applied to make such deposit and any similar and concurrent deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith); (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (6) the Issuers Company must deliver to the Trustee an Officers’ Officer’s Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; (7) if the Notes of such series are to be redeemed prior to their Stated Maturity, the Company must deliver to the Trustee irrevocable instructions to redeem all of the Notes of such series on the specified Redemption Date under arrangements satisfactory to the Trustee for the giving of notice of such redemption by the Trustee in the name and at the expense of the Company; and (8) the Company must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance and discharge of Legal Defeasance or the Senior Notes to be so defeased and discharged as contemplated by this Article VIII Covenant Defeasance have been complied with. (b) Before or after a deposit, the Issuers may make arrangements satisfactory to the Trustee for the redemption of such Senior Notes at a future date in accordance with Article III.

Conditions to Defeasance. (a) The Issuers Company may exercise their its legal defeasance option or their its covenant defeasance option with respect to the Notes only if: (i1) the Issuers Company or the Guarantors irrevocably deposit deposits or causes to be deposited with the Trustee as trust funds for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefit of the Holders: (i) money in US Dollarsdollars or in such foreign currency in which the notes are payable in at stated maturity; (ii) non-callable Government Obligations; or (iii) a combination of money and non-callable Government Obligations, in each case sufficient without reinvestment, in the written opinion of a nationally recognized firm of independent public accountants to pay and discharge, and which shall be applied by the Trustee to pay and discharge, the principal of (and the interest on which shall be sufficientpremium, or a combination thereof sufficient, to pay the principal of and premium (if any) and interest on the Senior outstanding Notes when on the day on which such payments are due at maturity or redemption, as and payable in accordance with the case may be, including interest thereon to maturity or such redemption date;terms of the Indenture and of the Notes. (ii) the Issuers delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited US Dollars, plus any deposited money without investment shall provide cash at such times and in such amounts as shall be sufficient to pay principal, premium, if any, and interest when due on all the Senior Notes to maturity or redemption, as the case may be; (iii) 90 days pass after the deposit is made and during the 90-day period no Default specified in Section 6.01(f) or (g) with respect to either Issuer, BP I or BP II occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other material agreement binding on either Issuer, BP I or BP II; (v2) in the case of the legal defeasance option, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel stating that (1A) the Issuers Company and the Guarantors have received from, or there has been published by, the Internal Revenue Service a ruling, or (2B) since the date of this Senior Notes the Indenture there has been a change in the applicable US federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders shall not recognize income, gain or loss for US federal income tax purposes as a result of such deposit and defeasance and shall be subject to US 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 and defeasance had not occurred; provided, however, the Opinion of Counsel required with respect to a legal defeasance need not be delivered if all Senior Notes not theretofore delivered to the Trustee for cancellation have become due and payable; (vi3) in the case of the covenant defeasance option, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders shall not recognize income, gain or loss for US Federal federal income tax purposes as a result of such deposit and defeasance and shall be subject to US Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (4) no Event of Default or event with which notice of lapse of time or both would become an Event of Default with respect to the Notes has occurred and is continuing at the time of such deposit; (5) such legal defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest for the purposes of the Trust Indenture Act with respect to any of the Company’s or the Guarantors’ securities; (6) such legal defeasance or covenant defeasance will not result in a breach or violation of, or constitute a default under, the Indenture or any other agreement or instrument to which the Company or the Guarantors are a party, or by which the Company or the Guarantors are bound; (7) such legal defeasance or covenant defeasance will not cause any securities listed on any registered national stock exchange under the Exchange Act to be delisted; (8) such legal defeasance or covenant defeasance will be effected in compliance with any additional terms, conditions or limitations which may be imposed on the Company or the Guarantors in connection therewith; and (vii9) the Issuers deliver Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each Counsel stating that all conditions precedent with respect to the such legal defeasance and discharge of the Senior Notes to be so defeased and discharged as contemplated by this Article VIII or covenant defeasance have been complied with. (b) . Before or after a deposit, the Issuers Company or any of the Guarantors may make arrangements satisfactory to the Trustee for the redemption of such Senior any Notes at a future date in accordance with Article III11 and any redemption provisions contained in any supplemental indenture relating to such Notes, which shall be given effect in applying the foregoing.

Conditions to Defeasance. (a) The Issuers Company may exercise their its legal defeasance option or their its covenant defeasance option only if: (i1) the Issuers Company irrevocably deposit deposits with the Trustee money Trustee, in US Dollarstrust, for the principal benefit of and the interest on which shall be sufficientHolders, U.S. legal tender, U.S. Government Obligations or a combination thereof sufficientthereof, in such amounts as will be sufficient (without reinvestment) in the opinion of a nationally recognized firm of independent public accountants selected by the Company, to pay the principal of and premium (if any) and interest on the Senior Notes when due at maturity Securities on the stated date for payment or redemptionon the redemption date of the principal or installment of principal of or interest on the Securities, as and the case may beTrustee must have a valid, including perfected, exclusive security interest thereon to maturity or in such redemption datetrust; (ii) the Issuers delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited US Dollars, plus any deposited money without investment shall provide cash at such times and in such amounts as shall be sufficient to pay principal, premium, if any, and interest when due on all the Senior Notes to maturity or redemption, as the case may be; (iii) 90 days pass after the deposit is made and during the 90-day period no Default specified in Section 6.01(f) or (g) with respect to either Issuer, BP I or BP II occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other material agreement binding on either Issuer, BP I or BP II; (v2) in the case of the legal defeasance optionLegal Defeasance, the Issuers shall have delivered Company delivers to the Trustee an Opinion opinion of Counsel stating counsel in the United States reasonably acceptable to the Trustee confirming that (1a) the Issuers have Company has received from, or there has been published by, by the U.S. Internal Revenue Service Service, a rulingruling upon which the Company may rely, or (2b) since the date of this Senior Notes Indenture Indenture, there has been a change in the applicable US U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders shall will not recognize income, gain or loss for US U.S. federal income tax purposes as a result of such deposit the Legal Defeasance and defeasance and shall will be subject to US 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 and defeasance Legal Defeasance had not occurred; provided, however, the Opinion of Counsel required with respect to a legal defeasance need not be delivered if all Senior Notes not theretofore delivered to the Trustee for cancellation have become due and payable; (vi3) in the case of the covenant defeasance optionCovenant Defeasance, the Issuers shall have delivered Company delivers to the Trustee an Opinion opinion of Counsel counsel in the United States reasonably acceptable to the effect Trustee confirming that the Holders shall will not recognize income, gain or loss for US Federal U.S. federal income tax purposes as a result of such deposit Covenant Defeasance and defeasance and shall will be subject to US Federal 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 the Covenant Defeasance had not occurred; (4) no Default has occurred and is continuing on the date of such deposit (other than a Default resulting from the borrowing of funds to be applied to such deposit and defeasance had the grant of any Lien securing such borrowing); (5) the Legal Defeasance or Covenant Defeasance does not occurredresult in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Parent or any of its Subsidiaries is a party or by which the Parent or any of its Subsidiaries is bound (other than a default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing); (6) the Company delivers to the Trustee an Officers’ Certificate stating that the deposit was not made by it with the intent of preferring the Holders over any other of its creditors or with the intent of defeating, hindering, delaying or defrauding any other of its creditors or others; and (vii7) the Issuers deliver Company delivers to the Trustee an Officers’ Certificate and an Opinion opinion of Counselcounsel, each stating that all the conditions precedent provided for in, in the case of the Officers’ Certificate, Section 8.02(1)—(6) and, in the case of the opinion of counsel, Section 8.02 (1) (with respect to the defeasance validity and discharge perfection of the Senior Notes to be so defeased security interest), (2) and/or (3) and discharged as contemplated by this Article VIII (5) have been complied with. (b) . Before or after a deposit, the Issuers Company may make arrangements satisfactory to the Trustee for the redemption of such Senior Notes the Securities at a future date in accordance with Article III3.

Conditions to Defeasance. (a) The Issuers may In order for the Company to exercise their its legal defeasance option or their its covenant defeasance option only ifoption: (i) the Issuers Company must irrevocably deposit or cause to be deposited with the Trustee Trustee, in trust, specifically pledged as security for, and dedicated solely to, the benefit of the holders of the Securities, money in US Dollarsan amount, or U.S. Government Obligations which through the scheduled payment of principal of and the interest on which shall be sufficientthereon will provide money in an amount, or a combination thereof sufficientthereof, to pay suf- ficient, in the principal opinion of and premium (if any) and interest on the Senior Notes when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii) the Issuers delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited US Dollarspublic accountants, plus any deposited money without investment shall provide cash at such times and in such amounts as shall be sufficient to pay principal, and discharge the principal of (and premium, if any, on) and interest when due on all the Senior Notes to outstanding Securities at maturity (or upon redemption, if applicable) of such principal, premium or installment of interest; (ii) no Default or Event of Default shall have oc- curred and be continuing on the date of such deposit or, insofar as an event of bankruptcy under Section 6.1(vi) or (vii) above is concerned, at any time during the case may beperiod ending on the 91st day after the date of such deposit; (iii) 90 days pass after such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a de- fault under this Indenture or any material agreement or instrument to which the deposit Company is made and during the 90-day period no Default specified in Section 6.01(f) a party or (g) with respect to either Issuer, BP I or BP II occurs by which it is continuing at the end of the periodbound; (iv) the deposit does not constitute a default under any other material agreement binding on either Issuer, BP I or BP II; (v) in the case of the legal defeasance optiondefeasance, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel stating stat- ing that (1) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of this Senior Notes Indenture hereof, there has been a change in the applicable US applica- ble federal income tax law, in either case to the effect thateffect, and based thereon such Opinion of Counsel opinion shall confirm that, the Holders shall holders of the outstanding Securities will not recognize income, gain or loss for US federal income tax purposes as a result of such deposit and defeasance and shall will be subject to US 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 and defeasance had defe▇- ▇▇▇▇▇ ▇▇▇ not occurred; provided, however, the Opinion of Counsel required with respect to a legal defeasance need not be delivered if all Senior Notes not theretofore delivered to the Trustee for cancellation have become due and payable; (viv) in the case of the covenant defeasance optiondefeasance, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders shall holders of the Securities outstand- ing will not recognize income, gain or loss for US Federal federal income tax purposes as a result of such deposit and defeasance and shall covenant defe▇- ▇▇▇▇▇ ▇▇▇ will be subject to US Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and; (vi) in the case of defeasance or covenant defe▇- ▇▇▇▇▇, ▇▇e Company shall have delivered to the Trustee an Opinion of Counsel in the United States to the effect that after the 91st day following the deposit or after the date such opinion is delivered, the trust funds will not be subject to the effect of any applicable bankruptcy, insol- vency, reorganization or similar laws affecting creditors' rights generally; (vii) the Issuers deliver 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 over the other creditors of the Company with the intent of hindering, delaying or defraud- ing creditors of the Company; and (viii) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relat- ing to either the defeasance and discharge of or the Senior Notes to be so defeased and discharged covenant defeasance, as contemplated by this Article VIII the case may be, have been complied with. (b) Before or after a deposit, the Issuers may make arrangements satisfactory to the Trustee for the redemption of such Senior Notes at a future date in accordance with Article III.

Conditions to Defeasance. (a) The Issuers Company may exercise their its legal defeasance option or their its covenant defeasance option option, in each case, with respect to the Notes only if: (i) the Issuers Company must irrevocably deposit with the Trustee money Trustee, in US Dollarstrust, for the principal benefit of and the interest on which shall be sufficientHolders, cash in U.S. dollars, Government Securities, or a combination thereof thereof, in such amounts as will be sufficient, to pay without consideration of any reinvestment of interest, in the principal opinion of and premium (if any) and interest on the Senior Notes when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii) the Issuers delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited US Dollarspublic accountants, plus any deposited money without investment shall provide cash at such times and in such amounts as shall be sufficient bank or appraisal firm, to pay principalthe principal of, premium, if any, and interest when due on all the Senior Notes to on the stated maturity date or redemptionon the redemption date, as the case may be, of such principal, premium, if any, or interest on such Notes (provided that if such redemption is made as provided under paragraph 5 of the Note, (x) the amount of cash in U.S. dollars, Government Securities, or a combination thereof, that the Company must irrevocably deposit or cause to be deposited will be determined using an assumed Applicable Premium calculated as of the date of such deposit and (y) the Company must irrevocably deposit or cause to be deposited additional money in trust on the redemption date as necessary to pay the Applicable Premium as determined on such date) and the Company must specify whether such Notes are being defeased to maturity or to a particular redemption date; (iii) 90 days pass after the deposit is made and during the 90-day period no Default specified in Section 6.01(f) or (g) with respect to either Issuer, BP I or BP II occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other material agreement binding on either Issuer, BP I or BP II; (vii) in the case of the legal defeasance optionLegal Defeasance, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel stating that confirming that, subject to customary assumptions and exclusions, (1a) the Issuers have Company has received from, or there has been published by, the United States Internal Revenue Service a ruling, or (2b) since the date issuance of this Senior Notes Indenture the Notes, there has been a change in the applicable US U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders shall will not recognize income, gain or loss for US U.S. federal income tax purposes purposes, as applicable, as a result of such deposit Legal Defeasance and defeasance and shall will be subject to US 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 and defeasance Legal Defeasance had not occurred; provided, however, the Opinion of Counsel required with respect to a legal defeasance need not be delivered if all Senior Notes not theretofore delivered to the Trustee for cancellation have become due and payable; (viiii) in the case of the covenant defeasance optionCovenant Defeasance, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel confirming that, subject to the effect that customary assumptions and exclusions, the Holders shall will not recognize income, gain or loss for US Federal U.S. federal income tax purposes as a result of such deposit Covenant Defeasance and defeasance and shall will be subject to US Federal income such tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Covenant Defeasance had not occurred; (iv) no Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit; (v) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Senior Credit Facilities have been issued or any other material agreement or instrument (other than this Indenture) to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (vi) the Company shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or any Guarantor or others; and (vii) the Issuers deliver Company shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the defeasance and discharge of Legal Defeasance or the Senior Notes to be so defeased and discharged Covenant Defeasance, as contemplated by this Article VIII the case may be, have been complied with. Notwithstanding the foregoing, an Opinion of Counsel required by Section 8.02(a)(ii) with respect to legal defeasance need not be delivered if all of the Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable at their stated maturity within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. (b) Before or after a deposit, the Issuers Company may make arrangements satisfactory to the Trustee for the redemption of such Senior Notes at a future date in accordance with Article III3.

Conditions to Defeasance. (a) The Issuers Company may exercise their legal defeasance option either Legal Defeasance or their covenant defeasance option Covenant Defeasance only if: (i) the Issuers Company irrevocably deposit deposits with the Trustee money Trustee, in US Dollarstrust, for the principal benefit of and the interest on which shall be sufficientHolders of the Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereof thereof, in such amounts as will be sufficient, to pay (x) in the principal opinion of and premium (if any) and interest on the Senior Notes when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii) the Issuers delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited US Dollarspublic accountants, plus any deposited money without investment shall provide cash at such times and in such amounts as shall be sufficient to pay principalthe principal of, premium, if any, and interest when due and Liquidated Damages, if any, on all the Senior outstanding Notes to on the stated maturity or redemptionthe date such payments are due in accordance with the terms of the Notes or on the applicable, redemption date, as the case may be;, and (y) in the opinion of the Company as stated in an Officers' Certificate, to pay the Trustee Expenses. In addition, the Company specifies whether the Notes are being defeased to maturity or to a particular redemption date, (iii) 90 days pass after the deposit is made and during the 90-day period no Default specified in Section 6.01(f) or (g) with respect to either Issuer, BP I or BP II occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other material agreement binding on either Issuer, BP I or BP II; (vii) in the case of the legal defeasance optionLegal Defeasance, the Issuers Company shall have delivered to the Trustee (1) an Opinion of Counsel stating reasonably acceptable to the Trustee confirming that (1x) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (2y) since the date of this Senior Notes Indenture Indenture, there has been a change in the applicable US federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall will confirm that, the Holders shall of the outstanding Notes will not recognize income, gain or loss for US federal income tax purposes as a result of such deposit Legal Defeasance and defeasance and shall will be subject to US 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 and defeasance Legal Defeasance had not occurred; provided, however, the Opinion of Counsel required with respect to a legal defeasance need not be delivered if all Senior Notes not theretofore delivered to the Trustee for cancellation have become due and payable; (vi2) in the case of the covenant defeasance option, the Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that (x) the deposit of the trust funds does not violate the Investment Company Act of 1940 and (y) the trust funds will not be subject to the effect of Section 547 of the United States Bankruptcy Code or Section 1▇ of the New York Debtor and Creditor Law in a case commenced by or against the Company under either such statute, (iii) in the case of Covenant Defeasance, the Company shall have delivered to the (1) Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders shall of the outstanding Notes will not recognize income, gain or loss for US Federal federal income tax purposes as a result of such deposit Covenant Defeasance and defeasance and shall will be subject to US Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Covenant Defeasance had not occurred; , (2) an Opinion of Counsel to the effect that (x) the deposit of the trust funds does not violate the Investment Company Act of 1940 and (y) the trust funds will not be subject to the effect of Section 547 of the United States Bankruptcy Code or Section 1▇ ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ditor Law in a case commenced by or against the Company under either such statute, (iv) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit, (v) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a Default under any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound, (vi) 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 Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others, and (vii) the Issuers deliver Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance and discharge of Legal Defeasance or the Senior Notes to be so defeased and discharged Covenant Defeasance, as contemplated by this Article VIII the case may be, have been complied with. (b) Before or after a deposit, the Issuers may make arrangements satisfactory to the Trustee for the redemption of such Senior Notes at a future date in accordance with Article III.

Conditions to Defeasance. (a) The Issuers Company may exercise their its legal defeasance option or their its covenant defeasance option only if: (i) the Issuers Company irrevocably deposit deposits in trust with the Trustee money in US Dollarsor U.S. Government Obligations for the payment of Accreted Value, the principal of and the interest on which shall be sufficient, or a combination thereof sufficient, to pay the principal of and premium (if any) together with and interest on the Senior Notes when due at maturity to Stated Maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii) the Issuers Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited US Dollars, U.S. Government Obligations plus any deposited money without investment shall will provide cash at such times and in such amounts as shall will be sufficient to pay principal, premium, if any, principal and interest when due on all the Senior Notes to maturity their Stated Maturity or redemption, as the case may be; (iii) 90 days pass after the deposit is made and during Company shall have delivered to the 90-day period no Default specified in Section 6.01(fTrustee an Opinion of Counsel, subject to certain customary qualifications, to the effect that (i) or (g) with respect the funds so deposited will not be subject to either Issuer, BP I or BP II occurs which is continuing at the end any rights of any other holders of Indebtedness of the periodCompany, and (ii) the funds so deposited will not be subject to avoidance under applicable Bankruptcy Law; (iv) the deposit does not constitute a default under any other material agreement binding on either Issuer, BP I or BP IIthe Company; (v) the Company delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940; (vi) in the case of the legal defeasance option, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel stating that (1i) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (2ii) since the date of this Senior Notes Indenture there has been a change in the applicable US federal Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders shall Noteholders will not recognize income, gain or loss for US federal income tax purposes as a result of such deposit and defeasance and shall be subject to US 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 and defeasance had not occurred; provided, however, the Opinion of Counsel required with respect to a legal defeasance need not be delivered if all Senior Notes not theretofore delivered to the Trustee for cancellation have become due and payable; (vi) in the case of the covenant defeasance option, the Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders shall not recognize income, gain or loss for US Federal income tax purposes as a result of such deposit and defeasance and shall will be subject to US 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 legal defeasance had not occurred; (vii) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Noteholders will not recognize income, gain or loss for Federal income tax purposes as a result of such covenant defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; and (viiviii) the Issuers deliver Company delivers to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Senior Notes to be so defeased and discharged this Indenture as contemplated by this Article VIII 11 have been complied with. (b) . Before or after a deposit, the Issuers Company may make arrangements satisfactory to the Trustee for the redemption of such Senior Notes at a future date in accordance with Article III10.

Conditions to Defeasance. (a) The Issuers Company may exercise their legal defeasance option either Legal Defeasance or their covenant defeasance option Covenant Defeasance only if: (i) the Issuers Company irrevocably deposit deposits with the Trustee money Trustee, in US Dollarstrust, for the principal benefit of and the interest on which shall be sufficientHolders of the Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereof thereof, in such amounts as will be sufficient, to pay (x) in the principal opinion of and premium (if any) and interest on the Senior Notes when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii) the Issuers delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited US Dollarspublic accountants, plus any deposited money without investment shall provide cash at such times and in such amounts as shall be sufficient to pay principalthe principal of, premium, if any, and interest when due and Special Interest, if any, on all the Senior outstanding Notes to on the stated maturity or redemptionthe date such payments are due in accordance with the terms of the Notes or on the applicable, redemption date, as the case may be;, and (y) in the opinion of the Company as stated in an Officers' Certificate, to pay the Trustee Expenses. In addition, the Company specifies whether the Notes are being defeased to maturity or to a particular redemption date, (iii) 90 days pass after the deposit is made and during the 90-day period no Default specified in Section 6.01(f) or (g) with respect to either Issuer, BP I or BP II occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other material agreement binding on either Issuer, BP I or BP II; (vii) in the case of the legal defeasance optionLegal Defeasance, the Issuers Company shall have delivered to the Trustee (1) an Opinion of Counsel stating reasonably acceptable to the Trustee confirming that (1x) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (2y) since the date of this Senior Notes Indenture Indenture, there has been a change in the applicable US federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall will confirm that, the Holders shall of the outstanding Notes will not recognize income, gain or loss for US federal income tax purposes as a result of such deposit Legal Defeasance and defeasance and shall will be subject to US 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 and defeasance Legal Defeasance had not occurred; provided, however, the Opinion of Counsel required with respect to a legal defeasance need not be delivered if all Senior Notes not theretofore delivered to the Trustee for cancellation have become due and payable; (vi2) in the case of the covenant defeasance option, the Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that (x) the deposit of the trust funds does not violate the Investment Company Act of 1940 and (y) after the period ending on the 123rd day after the date of deposit, the trust funds will not be subject to the effect of ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law in a case commenced by or against the Company under either such statute, (iii) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee (1) an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders shall of the outstanding Notes will not recognize income, gain or loss for US Federal federal income tax purposes as a result of such deposit Covenant Defeasance and defeasance and shall will be subject to US Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Covenant Defeasance had not occurred; , (2) an Opinion of Counsel to the effect that (x) the deposit of the trust funds does not violate the Investment Company Act of 1940 and (y) after the period ending on the 123rd day after the date of deposit, the trust funds will not be subject to the effect of ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law in a case commenced by or against the Company under either such statute, (iv) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 123rd day after the date of deposit, (v) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a Default under any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound, (vi) 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 Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others and (vii) the Issuers deliver Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance and discharge of Legal Defeasance or the Senior Notes to be so defeased and discharged as contemplated by this Article VIII Covenant Defeasance have been complied with. (b) Before or after a deposit, the Issuers may make arrangements satisfactory to the Trustee for the redemption of such Senior Notes at a future date in accordance with Article III.

Conditions to Defeasance. (a) The Issuers Company may exercise their legal defeasance its option under Section 8.02 or their covenant defeasance option only 8.03 if: (i1) the Issuers Company irrevocably deposit deposits with the Trustee money Trustee, in US Dollarstrust, for the principal benefit of and the interest on which shall be sufficientHolders, cash in U.S. dollars, Government Securities, or a combination thereof thereof, in amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants without consideration of any reinvestment of interest, to pay the principal of of, and premium (premium, if any) , and interest due on the Senior outstanding Notes when due at maturity on the Stated Maturity or redemptionon the applicable redemption date, as the case may be, including interest thereon and the Company specifies whether the Notes are being defeased to maturity or such to a particular redemption date; (ii) the Issuers delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited US Dollars, plus any deposited money without investment shall provide cash at such times and in such amounts as shall be sufficient to pay principal, premium, if any, and interest when due on all the Senior Notes to maturity or redemption, as the case may be; (iii) 90 days pass after the deposit is made and during the 90-day period no Default specified in Section 6.01(f) or (g) with respect to either Issuer, BP I or BP II occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other material agreement binding on either Issuer, BP I or BP II; (v2) in the case of the legal defeasance optionexercise of the option under Section 8.02, the Issuers shall have Company has delivered to the Trustee an Opinion of Counsel stating reasonably acceptable to the Trustee confirming that (1a) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (2b) since the date of this Senior Notes Indenture Issue Date, there has been a change in the applicable US U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall will confirm that, that the Holders shall will not recognize income, gain or loss for US U.S. federal income tax purposes as a result of such deposit and legal defeasance and shall will be subject to US 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 and legal defeasance had not occurred; provided, however, the Opinion of Counsel required with respect to a legal defeasance need not be delivered if all Senior Notes not theretofore delivered to the Trustee for cancellation have become due and payable; (vi3) in the case of the covenant defeasance optionexercise of the option under Section 8.03, the Issuers shall have Company has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the effect that Trustee confirming that, subject to customary assumptions and exclusions, the Holders shall will not recognize income, gain or loss for US Federal U.S. federal income tax purposes as a result of such deposit and covenant defeasance and shall will be subject to US Federal 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 and covenant defeasance had not occurred; and; (vii4) such exercise will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than this Second Supplemental Indenture) to which the Company or any of its Restricted Subsidiaries is a party or by which the Company or any of its Restricted Subsidiaries is bound; (5) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) or insofar as Events of Default resulting from the borrowing of funds or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit; (6) the Issuers deliver Company shall have delivered to the Trustee an Opinion of Counsel to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions, including, that no intervening bankruptcy of the Company between the date of deposit and the 91st day following the deposit and assuming that no Holder is an “insider” of the Company under applicable bankruptcy law, after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization of similar laws affecting creditors’ rights generally; (7) the Company has delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; (8) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of CounselCounsel (which Opinion of Counsel may be subject to customary assumptions and exclusions), each stating that all conditions precedent to the defeasance and discharge exercise of the Senior Notes to be so defeased and discharged option under Section 8.02 or 8.03, as contemplated by this Article VIII the case may be, have been complied with.; and (b9) Before or after a deposit, the Issuers may make arrangements satisfactory Company has delivered irrevocable written instructions to the Trustee for to apply the deposited money toward the payment of the Notes at maturity or the redemption of such Senior Notes at a future date date, as the case may be (which instructions may be contained in accordance with Article IIIthe Officers’ Certificate referred to in clause (8) above).”

Conditions to Defeasance. (a) The Issuers may In order to exercise their legal defeasance option either Legal Defeasance or their covenant defeasance option only ifCovenant Defeasance: (i) the Issuers Company must irrevocably deposit with the Trustee money Trustee, in US Dollarstrust, for the principal benefit of and the interest on which shall be sufficientHolders of the Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereof thereof, in such amounts as will be sufficient, without consideration of reinvestment, to pay the principal of and premium (if any) and interest on the Senior Notes when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii) the Issuers delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited US Dollars, plus any deposited money without investment shall provide cash at such times and in such amounts as shall be sufficient to pay principalof, premium, if any, and interest when due on all the Senior outstanding Notes to on the stated maturity date or redemptionon the applicable Redemption Date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to a particular Redemption Date; (iii) 90 days pass after the deposit is made and during the 90-day period no Default specified in Section 6.01(f) or (g) with respect to either Issuer, BP I or BP II occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other material agreement binding on either Issuer, BP I or BP II; (vii) in the case of the legal defeasance optionLegal Defeasance, the Issuers Company shall have delivered to the Trustee an Opinion opinion of Counsel stating that counsel in the United States confirming that, subject to customary assumptions and exclusions, (1) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (2) since the date of this Senior Notes Indenture Issue Date, there has been a change in the applicable US U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion opinion of Counsel counsel shall confirm that, the Holders shall will not recognize income, gain or loss for US U.S. federal income tax purposes as a result of such deposit Legal Defeasance and defeasance and shall will be subject to US 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 and defeasance Legal Defeasance had not occurred; provided, however, the Opinion of Counsel required with respect to a legal defeasance need not be delivered if all Senior Notes not theretofore delivered to the Trustee for cancellation have become due and payable; (viiii) in the case of the covenant defeasance optionCovenant Defeasance, the Issuers Company shall have delivered to the Trustee an Opinion opinion of Counsel counsel in the United States confirming that, subject to the effect that customary assumptions and exclusions, the Holders shall will not recognize income, gain or loss for US Federal U.S. federal income tax purposes as a result of such deposit Covenant Defeasance and defeasance and shall will be subject to US Federal 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 and defeasance Covenant Defeasance had not occurred; (iv) no Default shall have occurred and be continuing on the date of such deposit (other than a Default resulting from the borrowing of funds to be applied to such deposit); (v) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (vi) the Company shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes over the other creditors of the Company or the Guarantors with the intent of defeating, hindering, delaying or defrauding creditors of the Company or any Guarantor or others; and (vii) the Issuers deliver Company shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of CounselCounsel (which opinion may be subject to customary assumptions and exclusions), each stating that all conditions precedent provided for relating to the defeasance and discharge of Legal Defeasance or the Senior Notes to be so defeased and discharged Covenant Defeasance, as contemplated by this Article VIII the case may be, have been complied with. (b) . Before or after a deposit, the Issuers Company may make arrangements satisfactory to the Trustee for the redemption of such Senior Notes at a future date in accordance with Article III.

Conditions to Defeasance. (a) The Issuers may exercise their legal defeasance option or their covenant defeasance option only if: (i1) the Issuers irrevocably deposit in trust with the Trustee money in US Dollars, or U.S. Government Obligations for the payment of principal of and the interest on which shall be sufficient, or a combination thereof sufficient, to pay the principal of and premium Liquidated Damages (if any) and interest on the Senior Notes when due at Securities to maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii2) the Issuers delivers deliver to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest and Liquidated Damages (if any) when due and without reinvestment on the deposited US Dollars, plus any deposited money without investment shall provide cash at such times and in such amounts as shall be sufficient to pay principal, premium, if any, and interest when due on all the Senior Notes to maturity or redemption, as the case may be;the (iii3) 90 123 days pass after the deposit is made and during the 90123-day period no Default specified in Section 6.01(fSections 6.01(7) or (g) 8) with respect to either Issuer, BP I or BP II the Issuers occurs which is continuing at the end of the period; (iv4) the deposit does not constitute a default under any other material agreement binding on either Issuer, BP I or BP IIthe Issuers; (v5) the Issuers deliver to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Issuers Act of 1940; (6) in the case of the legal defeasance option, the Issuers shall have delivered to the Trustee an Opinion of Counsel stating that (1i) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling, or (2ii) since the date of this Senior Notes Indenture Issue Date there has been a change in the applicable US federal Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders shall Securityholders will not recognize income, gain or loss for US federal Federal income tax purposes as a result of such deposit and defeasance and shall will be subject to US federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; provided, however, the Opinion of Counsel required with respect to a legal defeasance need not be delivered if all Senior Notes not theretofore delivered to the Trustee for cancellation have become due and payable; (vi7) in the case of the covenant defeasance option, the Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders shall Securityholders will not recognize income, gain or loss for US Federal income tax purposes as a result of such deposit and covenant defeasance and shall will be subject to US 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 and covenant defeasance had not occurred; and (vii) 8) the Issuers deliver to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Senior Notes to be so defeased and discharged as contemplated by this Article VIII have been complied with. (b) Before or after a deposit, the Issuers may make arrangements satisfactory to the Trustee for the redemption of such Senior Notes at a future date in accordance with Article III.each

Conditions to Defeasance. (a) The Issuers Company may exercise their legal defeasance its Legal Defeasance option or their covenant defeasance its Covenant Defeasance option only if: (i1) the Issuers Company irrevocably deposit deposits with the Trustee money Trustee, in US Dollarstrust for the benefit of the Holders, the principal of and the interest on which shall be sufficientU.S. Legal Tender, U.S. Government Obligations or a combination thereof sufficientin such amounts as will be sufficient without reinvestment, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of and premium (if any) and interest on the Senior Notes when due at maturity on the stated date for payment thereof or redemptionon the applicable redemption date, as the case may be, including and the Trustee has a perfected first priority security interest thereon to maturity or under applicable law in such redemption dateU.S. Legal Tender and U.S. Government Obligations; (ii) the Issuers delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited US Dollars, plus any deposited money without investment shall provide cash at such times and in such amounts as shall be sufficient to pay principal, premium, if any, and interest when due on all the Senior Notes to maturity or redemption, as the case may be; (iii) 90 days pass after the deposit is made and during the 90-day period no Default specified in Section 6.01(f) or (g) with respect to either Issuer, BP I or BP II occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other material agreement binding on either Issuer, BP I or BP II; (v2) in the case of the legal defeasance optionLegal Defeasance, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel stating that in the United States reasonably acceptable to the Trustee to the effect that: (1A) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (2B) since the date of this Senior Notes Indenture Issue Date, there has been a change in the applicable US federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm state that, the Holders shall will not recognize income, gain or loss for US federal income tax purposes as a result of such deposit Legal Defeasance and defeasance and shall will be subject to US 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 and defeasance Legal Defeasance had not occurred; provided, however, the Opinion of Counsel required with respect to a legal defeasance need not be delivered if all Senior Notes not theretofore delivered to the Trustee for cancellation have become due and payable; (vi3) in the case of the covenant defeasance optionCovenant Defeasance, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee to the effect that the Holders shall will not recognize income, gain or loss for US Federal federal income tax purposes as a result of such deposit Covenant Defeasance and defeasance and shall will be subject to US Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Covenant Defeasance had not occurred; and; (vii4) the Issuers deliver Trustee shall have received, on the date of the deposit pursuant to paragraph (1) above and on the 91st day after such date, an Officers' Certificate stating that (a) no Default or Event of Default shall have occurred and be continuing on the date of the deposit pursuant to paragraph (1) above (except any Default or Event of Default resulting from the failure to comply with Section 3.10 hereof as a result of the borrowing of the funds required to effect such deposit) and, (b) insofar as Events of Default from bankruptcy or insolvency events are concerned, no Default or Event of Default shall have occurred at any time in the period ending on the 91st day after the date of deposit and, in the case of Legal Defeasance, no such Default or Event of Default shall have occurred and be continuing on such 91st day; (5) the Trustee shall have received an Officers' Certificate stating that such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under this Indenture or any other material agreement or instrument to which the Company or any of its Restricted Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (6) the Company shall have delivered to the Trustee an Officers’ ' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or any Subsidiary of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others; (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 or relating to the defeasance and discharge of Legal Defeasance or the Senior Notes to be so defeased and discharged as contemplated by this Article VIII Covenant Defeasance have been complied with.; (b) Before or 8) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that after a the 91st day following the deposit, the Issuers may make arrangements satisfactory trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; and (9) the Company shall have delivered to the Trustee for an Opinion of Counsel (subject to customary assumptions and exclusions) to the redemption effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of such Senior Notes at a future date in accordance with Article III1940.

Conditions to Defeasance. (a) The Issuers Company may exercise their legal defeasance its Legal Defeasance option or their covenant defeasance its Covenant Defeasance option only if: (i1) the Issuers Company irrevocably deposit deposits with the Trustee money Trustee, in US Dollarstrust for the benefit of the Holders, the principal of and the interest on which shall be sufficientU.S. Legal Tender, U.S. Government Obligations or a combination thereof sufficientin such amounts as will be sufficient without reinvestment, to pay in the principal opinion of and premium (if any) and interest on the Senior Notes when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii) the Issuers delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited US Dollarspublic accountants, plus any deposited money without investment shall provide cash at such times and in such amounts as shall be sufficient to pay principalthe principal of, premium, if any, and interest when due on all the Senior Notes to maturity or redemption, as on the case may bestated date for payment thereof; (iii) 90 days pass after the deposit is made and during the 90-day period no Default specified in Section 6.01(f) or (g) with respect to either Issuer, BP I or BP II occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other material agreement binding on either Issuer, BP I or BP II; (v2) in the case of the legal defeasance optionLegal Defeasance, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel stating in the United States reasonably acceptable to the Trustee and independent of the Company confirming that (1A) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (2B) since the date of this Senior Notes Indenture Issue Date, there has been a change in the applicable US federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders shall of the Outstanding Notes will not recognize income, gain or loss for US federal income tax purposes as a result of such deposit Legal Defeasance and defeasance and shall will be subject to US 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 and defeasance Legal Defeasance had not occurred; provided, however, the Opinion of Counsel required with respect to a legal defeasance need not be delivered if all Senior Notes not theretofore delivered to the Trustee for cancellation have become due and payable; (vi3) in the case of the covenant defeasance optionCovenant Defeasance, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the effect Trustee and independent of the Company confirming that the Holders shall of the Outstanding Notes will not recognize income, gain or loss for US Federal federal income tax purposes as a result of such deposit Covenant Defeasance and defeasance and shall will be subject to US Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Covenant Defeasance had not occurred; and; (vii4) no Default or Event of Default shall have occurred and be continuing on (a) the Issuers deliver date of such deposit pursuant to Section 7.2(1) (other than a Default or Event of Default resulting from the failure to comply with Section 3.9 as a result of the borrowing of funds required to effect such deposit), or (b) in the case of Legal Defeasance, insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit, and the Trustee shall have received Officers' Certificates to such effect on the date of such deposit and, in the case of Legal Defeasance, on such 91st day; (5) the Trustee shall have received an Officers' Certificate stating that such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under this Indenture or any other material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (6) the Company shall have delivered to the Trustee an Officers’ ' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or any Subsidiary of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others; (7) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of CounselCounsel reasonably acceptable to the Trustee, each stating that all conditions precedent provided for or relating to the defeasance and discharge of Legal Defeasance or the Senior Notes to be so defeased and discharged as contemplated by this Article VIII Covenant Defeasance have been complied with.; (b) Before or 8) the Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee to the effect that after a the 91st day following the deposit, the Issuers may make arrangements satisfactory trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; and (9) the Company shall have delivered to the Trustee for an Opinion of Counsel that is not an employee of the redemption Company (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit either does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of such Senior Notes at a future date in accordance with Article III1940.

Conditions to Defeasance. (a) The Issuers Company may exercise their its ------------------------- legal defeasance option or their its covenant defeasance option only if: (i1) the Issuers Company irrevocably deposit deposits with the Trustee money Trustee, in US Dollarstrust, for the principal benefit of and the interest on which shall be sufficientHolders of the Securities, cash in U.S. dollars, U.S. Government Obligations, or a combination thereof thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of and premium (of, premium, if any) , and interest interest, including Special Interest, on the Senior Notes when due at maturity outstanding Securities on the Stated Maturity or redemptionon the applicable redemption date, as the case may be, including interest thereon and the Company specifies whether the Securities are being defeased to maturity or such to a particular redemption date; (ii) the Issuers delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited US Dollars, plus any deposited money without investment shall provide cash at such times and in such amounts as shall be sufficient to pay principal, premium, if any, and interest when due on all the Senior Notes to maturity or redemption, as the case may be; (iii) 90 days pass after the deposit is made and during the 90-day period no Default specified in Section 6.01(f) or (g) with respect to either Issuer, BP I or BP II occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other material agreement binding on either Issuer, BP I or BP II; (v2) in the case of the legal defeasance option, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel stating in the United States confirming that (1A) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (2B) since the date of this Senior Notes Indenture Closing Date, there has been a change in the applicable US federal Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders shall of the outstanding Securities will not recognize income, gain or loss for US federal income tax purposes as a result of such deposit and defeasance and shall be subject to US 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 and defeasance had not occurred; provided, however, the Opinion of Counsel required with respect to a legal defeasance need not be delivered if all Senior Notes not theretofore delivered to the Trustee for cancellation have become due and payable; (vi) in the case of the covenant defeasance option, the Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders shall not recognize income, gain or loss for US Federal income tax purposes as a result of such deposit and legal defeasance and shall will be subject to US 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 and legal defeasance had not occurred; and; (vii3) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States confirming that the Holders of the outstanding Securities will not recognize income, gain or loss for Federal income tax purposes as a result of such covenant defeasance and will be subject to Federal income tax on the same amounts in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; (4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 95th day after the date of deposit; (5) such legal defeasance or covenant defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (6) the Issuers deliver Company delivers to the Trustee an Officers’ ' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Securities over other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; and (7) the Company delivers to the Trustee an Officers' Certificate and an Opinion Option of Counsel, each stating that all conditions precedent provided for relating to the legal defeasance and discharge of option or the Senior Notes to be so defeased and discharged as contemplated by this Article VIII covenant defeasance option have been complied with. (b) . Before or after a deposit, the Issuers Company may make arrangements satisfactory to the Trustee for the redemption of such Senior Notes Securities at a future date in accordance with Article III.

Conditions to Defeasance. (a) The Issuers Issuer may exercise their legal defeasance its Legal Defeasance option or their covenant defeasance its Covenant Defeasance option only if: (i) the Issuers Issuer has irrevocably deposit deposited with the Trustee money Trustee, in US trust, for the benefit of the Holders, cash in U.S. Dollars, the principal of and the interest on which shall be sufficient, U.S. Government Obligations or a combination thereof sufficientin amounts as will be sufficient without consideration of investment of interest, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of of, or premium and premium (interest, if any) and interest , on the Senior outstanding Notes when due at issued thereunder on the stated maturity or redemptionon the applicable redemption date, as the case may be, including interest thereon and the Issuer must specify whether the Notes are being defeased to maturity or such to a particular redemption date; (ii) the Issuers delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited US Dollars, plus any deposited money without investment shall provide cash at such times and in such amounts as shall be sufficient to pay principal, premium, if any, and interest when due on all the Senior Notes to maturity or redemption, as the case may be; (iii) 90 days pass after the deposit is made and during the 90-day period no Default specified in Section 6.01(f) or (g) with respect to either Issuer, BP I or BP II occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other material agreement binding on either Issuer, BP I or BP II; (v) in the case of the legal defeasance optionLegal Defeasance, the Issuers shall have Issuer has delivered to the Trustee an Opinion of Counsel stating confirming that (1) the Issuers have Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (2) since the date of this Senior Notes Indenture Issue Date, there has been a change in the applicable US federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall will confirm that, the Holders shall of the respective outstanding Notes will not recognize income, gain or loss for US federal income tax purposes as a result of such deposit Legal Defeasance and defeasance and shall will be subject to US 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 and defeasance Legal Defeasance had not occurred; provided, however, the Opinion of Counsel required with respect to a legal defeasance need not be delivered if all Senior Notes not theretofore delivered to the Trustee for cancellation have become due and payable; (viiii) in the case of the covenant defeasance optionCovenant Defeasance, the Issuers shall have Issuer has delivered to the Trustee an Opinion of Counsel to the effect confirming that the Holders shall of the respective outstanding Notes will not recognize income, gain or loss for US Federal federal income tax purposes as a result of such deposit Covenant Defeasance and defeasance and shall will be subject to US Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Covenant Defeasance had not occurred; (iv) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the granting of Liens in connection therewith); (v) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than the Indenture) to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound; (vi) the Issuer must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders of Notes over the other creditors of the Issuer with the intent of defeating, hindering, delaying or defrauding creditors of the Issuer or others; and (vii) the Issuers Issuer must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance and discharge of Legal Defeasance or the Senior Notes to be so defeased and discharged Covenant Defeasance as contemplated by this Article VIII Eight have been complied with. (b) Before or after a deposit, the Issuers Issuer may make arrangements satisfactory to the Trustee for the redemption of such Senior Notes at a future date in accordance with Article III.

Conditions to Defeasance. (a) The Issuers Company may exercise their legal defeasance its Legal Defeasance option or their covenant defeasance its Covenant Defeasance option only if: (ia) the Issuers Company has irrevocably deposit deposited with the Trustee Trustee, in trust, U.S. Legal Tender and/or non-callable U.S. Government Obligations, which through the scheduled payment of interest and principal thereof in accordance with their terms will provide money in US Dollars, the principal of and the interest on which shall be an amount sufficient, or in the opinion of a combination thereof sufficientnationally recognized firm of independent public accountants, to pay the principal of (and premium (premium, if any) and interest interest, if any, in respect of the Notes on the Senior Notes when due at stated maturity or redemption, as the case may be, including interest thereon to maturity or date of such redemption date; (ii) the Issuers delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited US Dollars, plus any deposited money without investment shall provide cash at such times and in such amounts as shall be sufficient to pay installment of principal, or interest or premium, if any, and interest when due on all the Senior Notes to maturity or redemption, as the case may be; (iii) 90 days pass after the deposit is made and during the 90-day period no Default specified in Section 6.01(f) or (g) with respect to either Issuer, BP I or BP II occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other material agreement binding on either Issuer, BP I or BP II; (vb) in the case of the legal defeasance optionan election under Section 8.1(b) hereof, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel stating that confirming that: (1i) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (2ii) since the date of this Senior Notes Indenture hereof, there has been a change in the applicable US federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders shall of the Outstanding Notes will not recognize income, gain or loss for US federal income tax purposes as a result of such deposit Legal Defeasance and defeasance and shall will be subject to US 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 and defeasance Legal Defeasance had not occurred; provided, however, the Opinion of Counsel required with respect to a legal defeasance need not be delivered if all Senior Notes not theretofore delivered to the Trustee for cancellation have become due and payable; (vic) in the case of the covenant defeasance optionan election under Section 8.1(c) hereof, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel to the effect confirming that the Holders shall of the Outstanding Notes will not recognize income, gain or loss for US Federal federal income tax purposes as a result of such deposit Covenant Defeasance and defeasance and shall will be subject to US Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, insofar as Section 6.1(e) hereof is concerned, at any time in the period ending on the 124th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than this Indenture) to which the Company is a party or by which the Company is bound (other than a breach, violation or default resulting from the borrowing of funds to be applied to such deposit); (f) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit made by the Company pursuant to its election under Section 8.1(b) or Section 8.1(c) hereof was not made by the Company with the intent of preferring the Holders of the affected Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company, or others; (g) the Company shall have delivered to the Trustee an Opinion of Counsel, subject to customary exceptions and qualifications, reasonably acceptable to the Trustee to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940; and (viih) the Issuers deliver Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the defeasance and discharge of Legal Defeasance or the Senior Notes to be so defeased and discharged as contemplated by this Article VIII Covenant Defeasance have been complied with. (b) Before or after a deposit, the Issuers may make arrangements satisfactory to the Trustee for the redemption of such Senior Notes at a future date in accordance with Article III.

Conditions to Defeasance. (a) The Issuers Company may exercise their its legal defeasance option or their its covenant defeasance option only if: (i1) the Issuers Company irrevocably deposit deposits in trust (the "defeasance trust") with the Trustee money in US Dollarsmoney, the principal of and the interest on which shall be sufficient, U.S. Government Obligations or a combination thereof sufficientsufficient (without any reinvestment of interest or principal), in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee at or prior to the time of such deposit, to pay the principal of and premium (if any) and interest on the Senior Notes when due at maturity or Securities to redemption, as the case may bemandatory or otherwise, including interest thereon to maturity or such redemption date; (ii) the Issuers delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited US Dollars, plus any deposited money without investment shall provide cash at such times and in such amounts as shall be sufficient to pay principal, premium, if any, and interest when due on all the Senior Notes to maturity or redemptionmaturity, as the case may be; (iii) 90 days pass after the deposit is made and during the 90-day period no Default specified in Section 6.01(f) or (g) with respect to either Issuer, BP I or BP II occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other material agreement binding on either Issuer, BP I or BP II; (v2) in the case of the legal defeasance optiondefeasance, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel stating confirming that (1a) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (2b) since the date of this Senior Notes Indenture Indenture, there has been a change in the applicable US federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders shall will not recognize income, gain or loss for US federal income tax purposes as a result of such deposit and legal defeasance and shall will be subject to US 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 and legal defeasance had not occurred; provided, however, the Opinion of Counsel required with respect to a legal defeasance need not be delivered if all Senior Notes not theretofore delivered to the Trustee for cancellation have become due and payable; (vi3) in the case of the covenant defeasance optiondefeasance, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel to the effect confirming that the Holders shall will not recognize income, gain or loss for US Federal federal income tax purposes as a result of such deposit and covenant defeasance and shall will be subject to US Federal income such tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and; (vii4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or insofar as Events of Default pursuant to Sections 6.01(11) or 6.01(12) are concerned, at any time in any period under any applicable federal or state law during which time creditors of the Company and its Subsidiaries may have recourse to such deposited assets; (5) such legal defeasance or covenant defeasance shall not constitute a default under any material agreement or instrument (other than this Indenture) to which the Company is a party or by which the Company is bound; (6) the Issuers deliver Company shall have paid or duly provided for payment of all amounts due to the Trustee pursuant to Section 7.07; (7) the Company shall have delivered to the Trustee one or more Opinions of Counsel to the effect that as of the date of the opinion, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally under any applicable federal or state law and that the Trustee has a perfected security interest in such trust funds for the ratable benefit of the holders; (8) the Company shall have delivered to the Trustee an Officers’ ' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over the other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; and (9) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent or relating to either the legal defeasance and discharge of or the Senior Notes to be so defeased and discharged covenant defeasance, as contemplated by this Article VIII the case may be, have been complied with. (b) Before or after a deposit, the Issuers may make arrangements satisfactory to the Trustee for the redemption of such Senior Notes at a future date in accordance with Article III.

Conditions to Defeasance. (a) The Issuers Company may exercise their legal defeasance option either Legal Defeasance or their covenant defeasance option Covenant Defeasance only if: (i) the Issuers Company irrevocably deposit deposits with the Trustee money Trustee, in US Dollarstrust, for the principal benefit of and the interest on which shall be sufficientHolders of the Notes, cash in U.S. Legal Tender or Government Securities, or a combination thereof thereof, in such amounts as will be sufficient, to pay (x) in the principal opinion of and premium (if any) and interest on the Senior Notes when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii) the Issuers delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited US Dollarspublic accountants, plus any deposited money without investment shall provide cash at such times and in such amounts as shall be sufficient to pay principalthe principal of, premium, if any, and interest when due and Additional Interest, if any, on all the Senior outstanding Notes to on the stated maturity or redemptionthe date such payments are due in accordance with the terms of the Notes or on the applicable, redemption date, as the case may be, and (y) in the opinion of the Company as stated in an Officers’ Certificate, to pay the Trustee Expenses. The Company shall specify whether the Notes are being defeased to maturity or to a particular redemption date; (iii) 90 days pass after the deposit is made and during the 90-day period no Default specified in Section 6.01(f) or (g) with respect to either Issuer, BP I or BP II occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other material agreement binding on either Issuer, BP I or BP II; (vii) in the case of the legal defeasance optionLegal Defeasance, the Issuers Company shall have delivered to the Trustee (1) an Opinion of Counsel stating reasonably acceptable to the Trustee confirming that (1x) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (2y) since the date of this Senior Notes Indenture Indenture, there has been a change in the applicable US federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall will confirm that, the Holders shall of the outstanding Notes will not recognize income, gain or loss for US federal income tax purposes as a result of such deposit Legal Defeasance and defeasance and shall will be subject to US 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 and defeasance Legal Defeasance had not occurred; provided, however, the Opinion of Counsel required with respect to a legal defeasance need not be delivered if all Senior Notes not theretofore delivered to the Trustee for cancellation have become due occurred and payable; (vi2) in the case of the covenant defeasance option, the Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that (x) the deposit of the trust funds does not violate the Investment Company Act of 1940 and (y) after the period ending on the 123rd day after the date of deposit, the trust funds will not be subject to the effect of Section 547 of the Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law in a case commenced by or against the Company under either such statute; (iii) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee (1) an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders shall of the outstanding Notes will not recognize income, gain or loss for US Federal federal income tax purposes as a result of such deposit Covenant Defeasance and defeasance and shall will be subject to US Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Covenant Defeasance had not occurredoccurred and (2) an Opinion of Counsel to the effect that (x) the deposit of the trust funds does not violate the Investment Company Act of 1940 and (y) after the period ending on the 123rd day after the date of deposit, the trust funds will not be subject to the effect of ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law in a case commenced by or against the Company under either such statute; (iv) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 123rd day after the date of deposit; (v) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a Default under any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (vi) 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 Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; and (vii) the Issuers deliver Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance and discharge of Legal Defeasance or the Senior Notes to be so defeased and discharged as contemplated by this Article VIII Covenant Defeasance have been complied with. (b) Before or after a deposit, the Issuers may make arrangements satisfactory to the Trustee for the redemption of such Senior Notes at a future date in accordance with Article III.

Conditions to Defeasance. (a) The Issuers Company may exercise their legal defeasance option Legal Defeasance or their covenant defeasance option Covenant Defeasance only if: (i1) the Issuers Company irrevocably deposit deposits with the Trustee money Trustee, in US Dollarstrust (the "defeasance trust") for the benefit of the Holders, the principal of and the interest on which shall cash in U.S. dollars, U.S. Government Obligations or a combination thereof, in such amounts as will be sufficient, or in the opinion of a combination thereof sufficientnationally recognized firm of independent public accountants, to pay the principal of and premium (if any) and interest on the Senior outstanding Notes when due at maturity on the Stated Maturity or redemptionthe applicable Redemption Date, as the case may be, including of such principal or installment of principal or interest thereon to maturity or such redemption dateon the Outstanding Notes; (ii) the Issuers delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited US Dollars, plus any deposited money without investment shall provide cash at such times and in such amounts as shall be sufficient to pay principal, premium, if any, and interest when due on all the Senior Notes to maturity or redemption, as the case may be; (iii) 90 days pass after the deposit is made and during the 90-day period no Default specified in Section 6.01(f) or (g) with respect to either Issuer, BP I or BP II occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other material agreement binding on either Issuer, BP I or BP II; (v2) in the case of the legal defeasance optionLegal Defeasance, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel stating (which counsel may be an employee of the Company or any Subsidiary of the Company) reasonably acceptable to the Trustee confirming that (1A) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (2B) since the date of this Senior Notes Indenture Issuance Date, there has been a change in the applicable US federal income tax law, in either case to the effect that, and based thereon such Opinion opinion of Counsel counsel shall confirm that, the Holders shall of the Outstanding Notes will not recognize income, gain or loss for US federal income tax purposes as a result of such deposit Legal Defeasance and defeasance and shall will be subject to US 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 and defeasance Legal Defeasance had not occurred; provided, however, the Opinion of Counsel required with respect to a legal defeasance need not be delivered if all Senior Notes not theretofore delivered to the Trustee for cancellation have become due and payable; (vi3) in the case of the covenant defeasance optionCovenant Defeasance, the Issuers Company shall have delivered to the Trustee an Opinion opinion of Counsel counsel (which counsel may be an employee of the Company or any Subsidiary of the Company) reasonably acceptable to the effect Trustee confirming that the Holders shall of the outstanding Notes will not recognize income, gain or loss for US Federal federal income tax purposes as a result of such deposit Covenant Defeasance and defeasance and shall will be subject to US Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Covenant Defeasance had not occurred; and; (vii4) no Default or Event of Default shall have occurred and be continuing on the Issuers deliver date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds applied to such deposit) or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time during the period ending on the 91st day after the date of deposit (or greater period of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to deposit by the defeasance and discharge of the Senior Notes to be so defeased and discharged as contemplated by this Article VIII have been complied with. (b) Before or after a deposit, the Issuers may make arrangements satisfactory to the Trustee for the redemption of such Senior Notes at a future date in accordance with Article III.Company);

Conditions to Defeasance. (a) The Issuers may In order to exercise their legal defeasance option either Legal Defeasance or their covenant defeasance option only ifCovenant Defeasance with respect to the Notes of either series: (i1) the Issuers Company must irrevocably deposit with the Trustee money Trustee, in US Dollarstrust, for the principal benefit of and the interest on which shall be sufficientHolders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof thereof, in such amounts as will be sufficient, to pay the principal of of, or interest and premium (premium, if any) and interest , on the Senior outstanding Notes when due at maturity of such series on the Stated Maturity or redemptionon the applicable Redemption Date, as the case may be, including interest thereon and the Company must specify whether the Notes of such series are being defeased to maturity or such redemption dateto a particular Redemption Date; (ii) the Issuers delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited US Dollars, plus any deposited money without investment shall provide cash at such times and in such amounts as shall be sufficient to pay principal, premium, if any, and interest when due on all the Senior Notes to maturity or redemption, as the case may be; (iii) 90 days pass after the deposit is made and during the 90-day period no Default specified in Section 6.01(f) or (g) with respect to either Issuer, BP I or BP II occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other material agreement binding on either Issuer, BP I or BP II; (v2) in the case of the legal defeasance optionLegal Defeasance, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel stating that reasonably acceptable to the Trustee confirming that, subject to customary exceptions and exclusions, (1i) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (2ii) since the date of this Senior Notes Indenture Issue Date, there has been a change in the applicable US federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders shall of the outstanding Notes of such series will not recognize income, gain or loss for US federal income tax purposes as a result of such deposit Legal Defeasance and defeasance and shall will be subject to US 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 and defeasance Legal Defeasance had not occurred; provided, however, the Opinion of Counsel required with respect to a legal defeasance need not be delivered if all Senior Notes not theretofore delivered to the Trustee for cancellation have become due and payable; (vi3) in the case of the covenant defeasance optionCovenant Defeasance, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the effect that Trustee confirming that, subject to customary exceptions and exclusions, the Holders shall of the outstanding Notes of such series will not recognize income, gain or loss for US Federal federal income tax purposes as a result of such deposit Covenant Defeasance and defeasance and shall will be subject to US Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Covenant Defeasance had not occurred; and; (vii4) no Default or Event of Default will have occurred and be continuing on the date of such deposit (other than resulting from the borrowing of funds to be applied to make such deposit and any similar and concurrent deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith); (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (6) the Issuers Company must deliver to the Trustee an Officers’ Officer’s Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; (7) if the Notes of such series are to be redeemed prior to their Stated Maturity, the Company must deliver to the Trustee irrevocable instructions to redeem all of the Notes of such series on the specified Redemption Date under arrangements satisfactory to the Trustee for the giving of notice of such redemption by the Trustee in the name and at the expense of the Company; and (8) the Company must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance and discharge of Legal Defeasance or the Senior Notes to be so defeased and discharged as contemplated by this Article VIII Covenant Defeasance have been complied with. (b) Before or after a deposit, the Issuers may make arrangements satisfactory to the Trustee for the redemption of such Senior Notes at a future date in accordance with Article III.

Conditions to Defeasance. (a) The Issuers Company may exercise their legal defeasance its Legal Defeasance option or their covenant defeasance its Covenant Defeasance option only if: (i1) the Issuers Company must irrevocably deposit with the Trustee money Trustee, in US Dollarstrust, for the benefit of the Holders cash in U.S. dollars, certain direct non-callable obligations of, or guaranteed by, the principal of and the interest on which shall be sufficientUnited States, or a combination thereof sufficientthereof, to pay in such amounts as will be sufficient without reinvestment, in the principal opinion of and premium (if any) and interest on the Senior Notes when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii) the Issuers delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited US Dollarspublic accountants, plus any deposited money without investment shall provide cash at such times and in such amounts as shall be sufficient to pay principalthe principal of, premium, if any, and interest when due on all the Senior Notes to maturity on the stated date for payment thereof or redemptionon the applicable redemption date, as the case may be; (iii) 90 days pass after the deposit is made and during the 90-day period no Default specified in Section 6.01(f) or (g) with respect to either Issuer, BP I or BP II occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other material agreement binding on either Issuer, BP I or BP II; (v2) in the case of the legal defeasance optionLegal Defeasance, the Issuers shall have Company has delivered to the Trustee an Opinion of Counsel stating that from counsel in the United States reasonably acceptable to the Trustee and independent of the Company to the effect that: (1a) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling, or ; or (2b) since the date of this Senior Notes Indenture Issue Date, there has been a change in the applicable US U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm state that, the Holders shall will not recognize income, gain or loss for US U.S. federal income tax purposes as a result of such deposit Legal Defeasance and defeasance and shall will be subject to US 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 and defeasance Legal Defeasance had not occurred; provided, however, the Opinion of Counsel required with respect to a legal defeasance need not be delivered if all Senior Notes not theretofore delivered to the Trustee for cancellation have become due and payable; (vi3) in the case of the covenant defeasance optionCovenant Defeasance, the Issuers shall have Company has delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee to the effect that the Holders shall will not recognize income, gain or loss for US Federal U.S. federal income tax purposes as a result of such deposit Covenant Defeasance and defeasance and shall will be subject to US Federal 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 and defeasance Covenant Defeasance had not occurred; (4) no Default or Event of Default has occurred and is continuing on the date of the deposit pursuant to clause (1) of this paragraph (except any Default or Event of Default as a result of the borrowing of the funds required to effect such deposit), and the Trustee shall have received Officers’ Certificates to such effect on the date of such deposit; (5) the Company has delivered to the Trustee an Officers’ Certificate stating that such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under the Indenture or the Supplemental Indenture (except as permitted by clause (4) above) or any other material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (6) the Company has delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or any Subsidiary of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others; and (vii7) the Issuers deliver Company has delivered to the Trustee an Officers’ Certificate and an Opinion of CounselCounsel from counsel reasonably acceptable to the Trustee and independent of the Company, each stating that all conditions precedent provided for or relating to the defeasance and discharge of Legal Defeasance or the Senior Notes to be so defeased and discharged as contemplated by this Article VIII Covenant Defeasance have been complied with. (b) Before or after a deposit, the Issuers may make arrangements satisfactory to the Trustee for the redemption of such Senior Notes at a future date in accordance with Article III.

Conditions to Defeasance. (a) The Issuers may In order to exercise their legal defeasance option either Legal Defeasance or their covenant defeasance option only ifCovenant Defeasance: (i) the Issuers Company must irrevocably deposit with the Trustee money Trustee, in US Dollarstrust, for the principal benefit of and the interest on which shall be sufficientHolders of the Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereof thereof, in such amounts as will be sufficient, without consideration of reinvestment, to pay the principal of and premium (if any) and interest on the Senior Notes when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii) the Issuers delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited US Dollars, plus any deposited money without investment shall provide cash at such times and in such amounts as shall be sufficient to pay principalof, premium, if any, and interest when due on all the Senior outstanding Notes to on the stated maturity date or redemptionon the applicable Redemption Date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to a particular Redemption Date; (iii) 90 days pass after the deposit is made and during the 90-day period no Default specified in Section 6.01(f) or (g) with respect to either Issuer, BP I or BP II occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other material agreement binding on either Issuer, BP I or BP II; (vii) in the case of the legal defeasance optionLegal Defeasance, the Issuers Company shall have delivered to the Trustee an Opinion opinion of Counsel stating that counsel in the United States confirming that, subject to customary assumptions and exclusions, (1) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (2) since the date of this Senior Notes Indenture Issue Date, there has been a change in the applicable US U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion opinion of Counsel counsel shall confirm that, the Holders shall beneficial owners will not recognize income, gain or loss for US U.S. federal income tax purposes as a result of such deposit Legal Defeasance and defeasance and shall will be subject to US 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 and defeasance Legal Defeasance had not occurred; provided, however, the Opinion of Counsel required with respect to a legal defeasance need not be delivered if all Senior Notes not theretofore delivered to the Trustee for cancellation have become due and payable; (viiii) in the case of the covenant defeasance optionCovenant Defeasance, the Issuers Company shall have delivered to the Trustee an Opinion opinion of Counsel counsel in the United States confirming that, subject to customary assumptions and exclusions, the effect that the Holders shall beneficial owners will not recognize income, gain or loss for US Federal U.S. federal income tax purposes as a result of such deposit Covenant Defeasance and defeasance and shall will be subject to US Federal 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 and defeasance Covenant Defeasance had not occurred; (iv) no Default shall have occurred and be continuing on the date of such deposit (other than a Default resulting from the borrowing of funds to be applied to such deposit); (v) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (vi) 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 Notes over the other creditors of the Company or the Guarantors with the intent of defeating, hindering, delaying or defrauding creditors of the Company or any Guarantor or others; and (vii) the Issuers deliver Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of CounselCounsel (which opinion may be subject to customary assumptions and exclusions), each stating that all conditions precedent provided for relating to the defeasance and discharge of Legal Defeasance or the Senior Notes to be so defeased and discharged Covenant Defeasance, as contemplated by this Article VIII the case may be, have been complied with. (b) . Before or after a deposit, the Issuers Company may make arrangements satisfactory to the Trustee for the redemption of such Senior Notes at a future date in accordance with Article III.

Conditions to Defeasance. (a) The Issuers Company may exercise their its legal defeasance option or their its covenant defeasance option with respect to the Notes only if: (ia) the Issuers Company or the Guarantor irrevocably deposit deposits or causes to be deposited with the Trustee as trust funds for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefit of the Holders: (1) money in US Dollars, dollars or in such foreign currency in which the principal of and the interest on which shall be sufficient, or a combination thereof sufficient, to pay the principal of and premium (if any) and interest on the Senior Notes when due notes are payable in at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption datestated maturity; (ii2) non-callable U.S. Government Obligations; or (3) a combination of money and non-callable U.S. Government Obligations, in each case sufficient without reinvestment, in the Issuers delivers to the Trustee a certificate from written opinion of a nationally recognized firm of independent public accountants expressing their opinion that the payments of principal to pay and interest when due discharge, and without reinvestment on the deposited US Dollars, plus any deposited money without investment shall provide cash at such times and in such amounts as which shall be sufficient applied by the Trustee to pay principaland discharge, the principal of and premium, if any, and interest when on the outstanding Notes on the day on which such payments are due on all and payable in accordance with the Senior Notes to maturity or redemption, as terms of this Indenture and of the case may be;Notes. (iii) 90 days pass after the deposit is made and during the 90-day period no Default specified in Section 6.01(f) or (g) with respect to either Issuer, BP I or BP II occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other material agreement binding on either Issuer, BP I or BP II; (vb) in the case of the legal defeasance option, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel stating that (1A) the Issuers Company and the Guarantor have received from, or there has been published by, the Internal Revenue Service a ruling, or (2B) since the date of this Senior Notes Indenture there has been a change in the applicable US federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders Noteholders shall not recognize income, gain or loss for US federal income tax purposes as a result of such deposit and defeasance and shall be subject to US 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 and defeasance had not occurred; provided, however, the Opinion of Counsel required with respect to a legal defeasance need not be delivered if all Senior Notes not theretofore delivered to the Trustee for cancellation have become due and payable; (vic) in the case of the covenant defeasance option, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders Noteholders shall not recognize income, gain or loss for US Federal federal income tax purposes as a result of such deposit and defeasance and shall be subject to US Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; and (viid) no Event of Default or event with which notice of lapse of time or both would become an Event of Default with respect to the Notes has occurred and is continuing at the time of such deposit; (e) such legal defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest for the purposes of the Trust Indenture Act with respect to any of the Company's or the Guarantor's securities; (f) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company or the Guarantor are a party, or by which the Company or the Guarantor are bound; (g) such legal defeasance or covenant defeasance shall not cause any securities listed on any registered national stock exchange under the Exchange Act to be delisted; (h) such legal defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed on the Company or the Guarantor in connection therewith; and (i) the Issuers deliver Company has delivered to the Trustee an Officers’ Officer's Certificate and an Opinion of Counsel, each Counsel stating that all conditions precedent with respect to the such legal defeasance and discharge of the Senior Notes to be so defeased and discharged as contemplated by this Article VIII or covenant defeasance have been complied with. (b) . Before or after a deposit, the Issuers Company or the Guarantor may make arrangements satisfactory to the Trustee for the redemption of such Senior any Notes at a future date in accordance with Article III.

Conditions to Defeasance. (a) The Issuers Company may exercise their legal defeasance its Legal Defeasance option or their covenant defeasance its Covenant Defeasance option only if: (ia) the Issuers Company irrevocably deposit deposits with the Trustee money Trustee, in US Dollarstrust, for the principal benefit of and the interest on which shall be sufficientHolders cash in U.S. dollars, non-callable U.S. Government Obligations, or a combination thereof thereof, in such amounts as will be sufficient, to pay in the principal opinion of and premium (if any) and interest on the Senior Notes when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii) the Issuers delivers to the Trustee a certificate from a nationally recognized firm of independent public accountants expressing their opinion that expressed in a written certification thereof delivered to the payments of principal and interest when due and without reinvestment on the deposited US DollarsTrustee, plus any deposited money without investment shall provide cash at such times and in such amounts as shall be sufficient to pay principalthe principal of, premium, if any, and interest when due on all the Senior Notes to maturity Securities on the stated date for payment thereof or redemptionon the applicable redemption date, as the case may be; provided that the Trustee shall have received an irrevocable written order from the Company instructing the Trustee to apply such cash in U.S. dollars or the proceeds of such U.S. Government Obligations to said payments with respect to the Securities; (iii) 90 days pass after the deposit is made and during the 90-day period no Default specified in Section 6.01(f) or (g) with respect to either Issuer, BP I or BP II occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other material agreement binding on either Issuer, BP I or BP II; (vb) in the case of the legal defeasance optiona Legal Defeasance, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel stating in the United States reasonably acceptable to the Trustee confirming that (1i) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (2ii) since the date of this Senior Notes Indenture there has been a change in the applicable US federal Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders shall will not recognize income, gain or loss for US federal income tax purposes as a result of such deposit and defeasance and shall be subject to US 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 and defeasance had not occurred; provided, however, the Opinion of Counsel required with respect to a legal defeasance need not be delivered if all Senior Notes not theretofore delivered to the Trustee for cancellation have become due and payable; (vi) in the case of the covenant defeasance option, the Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders shall not recognize income, gain or loss for US Federal income tax purposes as a result of such deposit and defeasance and shall will be subject to US 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 and defeasance Legal Defeasance had not occurred; and; (viic) in the case of a Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such Covenant Defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default or event which with notice or lapse of time or both would become a Default or an Event of Default with respect to the Securities shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default with respect to this Indenture resulting from the incurrence of Indebtedness, all or a portion of which will be used to defease the Securities concurrently with such incurrence) or insofar as Sections 6.1(f) and 6.1(g) hereof are concerned, at any time in the period ending on the ninety-first (91st) day after the date of such deposit; (e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under this Indenture or any other material agreement or instrument to which the Company or any Subsidiary thereof is a party or by which the Company or any Subsidiary thereof is bound (including, without limitation, the Subordination Agreement and the Bank Credit Agreement); (f) the Issuers deliver Company shall have delivered to the Trustee an Officers’ ' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others; (g) the Company delivers to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Senior Notes to be so defeased Securities and discharged this Indenture as contemplated by this Article VIII have been complied with.; (bh) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that (i) the trust funds will not be subject to any rights of holders of Indebtedness of the Company other than the Securities and (ii) assuming no intervening bankruptcy of the Company between the date of deposit and the ninety- first (91st) day following the deposit and that no Holder is an insider of the Company, after the ninety-first (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; and (i) the Company delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940. Before or after a deposit, the Issuers Company may make arrangements satisfactory to the Trustee for the redemption of such Senior Notes Securities at a future date in accordance with Article III.

Conditions to Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes: (a) The Issuers may exercise their legal defeasance option or their covenant defeasance option only if: (i) the Issuers Issuer must irrevocably deposit with the Trustee money Trustee, in US Dollarstrust, for the principal benefit of and the interest on which shall be sufficientholders of the Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereof of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants (with respect to any non-callable Government Securities), to pay the principal of of, or interest (including Additional Amounts and premium (premium, if any) and interest on the Senior outstanding Notes when due at maturity on the stated date for payment thereof or redemptionon the applicable redemption date, as the case may be, including interest thereon and the Issuer must specify whether the Notes are being defeased to maturity such stated date for payment or such to a particular redemption date; (ii) the Issuers delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited US Dollars, plus any deposited money without investment shall provide cash at such times and in such amounts as shall be sufficient to pay principal, premium, if any, and interest when due on all the Senior Notes to maturity or redemption, as the case may be; (iii) 90 days pass after the deposit is made and during the 90-day period no Default specified in Section 6.01(f) or (g) with respect to either Issuer, BP I or BP II occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other material agreement binding on either Issuer, BP I or BP II; (vb) in the case of the legal defeasance optionLegal Defeasance, the Issuers shall have delivered Issuer must deliver to the Trustee Trustee: (i) an Opinion opinion of Counsel stating United States counsel, which counsel is reasonably acceptable to the Trustee, confirming that (1A) the Issuers have Issuer has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, ruling or (2B) since the date of this Senior Notes Indenture Issue Date, there has been a change in the applicable US U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion opinion of Counsel shall counsel will confirm that, the Holders shall holders of the outstanding Notes will not recognize income, gain or loss for US U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; and (ii) an Opinion of Counsel in the jurisdiction of incorporation of the Issuer, which counsel is reasonably acceptable to the Trustee, to the effect that the holders of the Notes will not recognize income, gain or loss for tax purposes of such jurisdiction as a result of such deposit and defeasance and shall will be subject to US tax in such jurisdiction on the same amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (c) in the case of Covenant Defeasance, the Issuer must deliver to the Trustee: (i) an opinion of United States counsel, which counsel is reasonably acceptable to the Trustee, confirming that the holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Covenant Defeasance had not occurred; provided, however, the Opinion of Counsel required with respect to a legal defeasance need not be delivered if all Senior Notes not theretofore delivered to the Trustee for cancellation have become due and payable;and (viii) in the case of the covenant defeasance option, the Issuers shall have delivered to the Trustee an Opinion of Counsel in the jurisdiction of incorporation of the Issuer, which counsel is reasonably acceptable to the Trustee, to the effect that the Holders shall holders of the Notes will not recognize income, gain or loss for US Federal income tax purposes of such jurisdiction as a result of such deposit and defeasance and shall will be subject to US Federal income tax in such jurisdiction on the same amounts, amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; and; (viid) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other Indebtedness), and the granting of Liens to secure such borrowings); (e) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than this Indenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which the Issuer or any of the Guarantors is a party or by which the Issuer or any of the Guarantors is bound; (f) the Issuers Issuer must deliver to the Trustee an Officers’ Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the holders of Notes over the other creditors of the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or others; and (g) the Issuer must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance and discharge of Legal Defeasance or the Senior Notes to be so defeased and discharged as contemplated by this Article VIII Covenant Defeasance have been complied with. (b) Before or after a deposit, . If the Issuers may make arrangements satisfactory to funds deposited with the Trustee to effect Covenant Defeasance are insufficient to pay the principal of, premium, if any, and interest on the Notes when due because of any acceleration occurring after an Event of Default, then the Issuer and the Guarantors shall remain liable for the redemption of such Senior Notes at a future date in accordance with Article IIIpayments.

Conditions to Defeasance. In order to exercise either its Legal Defeasance Option and give effect thereto (a"Legal Defeasance") The Issuers may exercise their legal defeasance option or their covenant defeasance option only if: its Covenant Defeasance Option and give effect thereto ("Covenant Defeasance"), (i) the Issuers Company shall irrevocably deposit with the Trustee money Trustee, as trust funds in US Dollarstrust, for the principal benefit of and the interest on which shall be sufficientHolders, cash in United States dollars, U.S. Government Obligations, or a combination thereof thereof, maturing as to principal and interest in such amounts as will be sufficient, to pay without consideration of any reinvestment of such interest, in the principal opinion of and premium (if any) and interest on the Senior Notes when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii) the Issuers delivers to the Trustee a certificate from a nationally recognized firm of independent public accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited US Dollarsor a nationally recognized investment banking firm, plus any deposited money without investment shall provide cash at such times and in such amounts as shall be sufficient to pay principaland discharge the principal of, premium, if any, and interest when due on all the Senior outstanding Notes to on the stated maturity of such principal or redemption, as the case may be; installment of principal or interest; (iii) 90 days pass after the deposit is made and during the 90-day period no Default specified in Section 6.01(f) or (g) with respect to either Issuer, BP I or BP II occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other material agreement binding on either Issuer, BP I or BP II; (vii) in the case of the legal defeasance optionLegal Defeasance, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel stating confirming that (1A) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (2B) since the date of this Senior Notes Indenture Indenture, there has been a change in the applicable US federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders shall will not recognize income, gain or loss for US federal income tax purposes as a result of such deposit Legal Defeasance and defeasance and shall will be subject to US 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 and defeasance Legal Defeasance had not occurred; provided, however, the Opinion of Counsel required with respect to a legal defeasance need not be delivered if all Senior Notes not theretofore delivered to the Trustee for cancellation have become due and payable; (viiii) in the case of the covenant defeasance optionCovenant Defeasance, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel to the effect confirming that the Holders shall will not recognize income, gain or loss for US Federal federal income tax purposes as a result of such deposit Covenant Defeasance and defeasance and shall will be subject to US Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Covenant Defeasance had not occurred; and (iv) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or insofar as clauses (viii) and (ix) under Section 6.01 are concerned, at any time during the period ending on the 91st day after the date of deposit; (v) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound; (vi) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that (A) the trust funds will not be subject to any rights of holders of Senior Debt or Guarantor Senior Debt of any Subsidiary Guarantor, including, without limitation, those arising under this Indenture, after the 91st day following the deposit 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; (vii) the Issuers deliver 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 or with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; (viii) no event or condition shall exist that would prevent the Company from making payments of the principal of, premium, if any, and interest on the Notes on the date of such deposit or at any time ending on the 91st day after the date of such deposit; and (ix) 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 and discharge of Legal Defeasance or the Senior Notes to be so defeased and discharged Covenant Defeasance, as contemplated by this Article VIII the case may be, have been complied with. (b) Before or after a deposit, the Issuers may make arrangements satisfactory to the Trustee for the redemption of such Senior Notes at a future date in accordance with Article III.

Conditions to Defeasance. (a) The Issuers may In order to exercise their legal defeasance option either Legal Defeasance or their covenant defeasance option only ifCovenant Defeasance with respect to the Notes: (i1) the Issuers Company must irrevocably deposit with the Trustee money Trustee, in US Dollarstrust, for the principal benefit of and the interest on which shall be sufficientHolders, cash in U.S. dollars, non-callable U.S. Government Obligations, or a combination thereof thereof, in such amounts as will be sufficient, to pay the principal of of, or interest and premium (premium, if any) and interest , on the Senior outstanding Notes when due at maturity on the Stated Maturity or redemptionon the applicable Redemption Date, as the case may be, including interest thereon and the Company must specify whether the Notes are being defeased to maturity or such redemption dateto a particular Redemption Date; (ii) the Issuers delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited US Dollars, plus any deposited money without investment shall provide cash at such times and in such amounts as shall be sufficient to pay principal, premium, if any, and interest when due on all the Senior Notes to maturity or redemption, as the case may be; (iii) 90 days pass after the deposit is made and during the 90-day period no Default specified in Section 6.01(f) or (g) with respect to either Issuer, BP I or BP II occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other material agreement binding on either Issuer, BP I or BP II; (v2) in the case of the legal defeasance optionLegal Defeasance, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel stating that reasonably acceptable to the Trustee confirming that, subject to customary exceptions and exclusions, (1i) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (2ii) since the date of this Senior Notes Indenture Issue Date, there has been a change in the applicable US federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders shall of the outstanding Notes will not recognize income, gain or loss for US federal income tax purposes as a result of such deposit Legal Defeasance and defeasance and shall will be subject to US 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 and defeasance Legal Defeasance had not occurred; provided, however, the Opinion of Counsel required with respect to a legal defeasance need not be delivered if all Senior Notes not theretofore delivered to the Trustee for cancellation have become due and payable; (vi3) in the case of the covenant defeasance optionCovenant Defeasance, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the effect that Trustee confirming that, subject to customary exceptions and exclusions, the Holders shall of the outstanding Notes will not recognize income, gain or loss for US Federal federal income tax purposes as a result of such deposit Covenant Defeasance and defeasance and shall will be subject to US Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Covenant Defeasance had not occurred; and; (vii4) no Default or Event of Default will have occurred and be continuing on the date of such deposit (other than resulting from the borrowing of funds to be applied to make such deposit and any similar and concurrent deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith); (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (6) the Issuers Company must deliver to the Trustee an Officers’ Officer’s Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; (7) if the Notes are to be redeemed prior to their Stated Maturity, the Company must deliver to the Trustee irrevocable instructions to redeem all of the Notes on the specified Redemption Date under arrangements satisfactory to the Trustee for the giving of notice of such redemption by the Trustee in the name and at the expense of the Company; and (8) the Company must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance and discharge of Legal Defeasance or the Senior Notes to be so defeased and discharged as contemplated by this Article VIII Covenant Defeasance have been complied with. (b) Before or after a deposit, the Issuers may make arrangements satisfactory to the Trustee for the redemption of such Senior Notes at a future date in accordance with Article III.

Conditions to Defeasance. In order to exercise either its Legal Defeasance Option and give effect thereto (a“Legal Defeasance”) The Issuers may exercise their legal defeasance option or their covenant defeasance option only if: its Covenant Defeasance Option and give effect thereto (“Covenant Defeasance”), (i) the Issuers Company shall irrevocably deposit with the Trustee money Trustee, as trust funds in US Dollarstrust, for the principal benefit of and the interest on which shall be sufficientHolders, cash in United States dollars, U.S. Government Obligations, or a combination thereof thereof, maturing as to principal and interest in such amounts as will be sufficient, to pay without consideration of any reinvestment of such interest, in the principal opinion of and premium (if any) and interest on the Senior Notes when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii) the Issuers delivers to the Trustee a certificate from a nationally recognized firm of independent public accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited US Dollarsor a nationally recognized investment banking firm, plus any deposited money without investment shall provide cash at such times and in such amounts as shall be sufficient to pay principaland discharge the principal of, premium, if any, and interest when due on all the Senior outstanding Notes to maturity on the Stated Maturity of such principal or redemption, as the case may be; installment of principal or interest; (iii) 90 days pass after the deposit is made and during the 90-day period no Default specified in Section 6.01(f) or (g) with respect to either Issuer, BP I or BP II occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other material agreement binding on either Issuer, BP I or BP II; (vii) in the case of the legal defeasance optionLegal Defeasance, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel stating confirming that (1A) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (2B) since the date of this Senior Notes Indenture Indenture, there has been a change in the applicable US federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders shall will not recognize income, gain or loss for US federal income tax purposes as a result of such deposit Legal Defeasance and defeasance and shall will be subject to US 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 and defeasance Legal Defeasance had not occurred; provided, however, the Opinion of Counsel required with respect to a legal defeasance need not be delivered if all Senior Notes not theretofore delivered to the Trustee for cancellation have become due and payable; (viiii) in the case of the covenant defeasance optionCovenant Defeasance, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel to the effect confirming that the Holders shall will not recognize income, gain or loss for US Federal federal income tax purposes as a result of such deposit Covenant Defeasance and defeasance and shall will be subject to US Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Covenant Defeasance had not occurred; and (iv) no Default or Event of Default shall have occurred and be continuing on the date of such deposit; (v) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound; (vi) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that (A) the trust funds will not be subject to any rights of holders of other Indebtedness of the Company or any Subsidiary Guarantor, including, without limitation, those arising under this Indenture, after the 91st day following the deposit 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; (vii) the Issuers deliver 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 or with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; (viii) no event or condition shall exist that would prevent the Company from making payments of the principal of, premium, if any, and interest on the Notes on the date of such deposit; and (ix) 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 and discharge of Legal Defeasance or the Senior Notes to be so defeased and discharged Covenant Defeasance, as contemplated by this Article VIII the case may be, have been complied with. (b) Before or after a deposit, the Issuers may make arrangements satisfactory to the Trustee for the redemption of such Senior Notes at a future date in accordance with Article III.

Conditions to Defeasance. (a) The Issuers Company may exercise their legal defeasance option either Legal Defeasance or their covenant defeasance option Covenant Defeasance only if: (i) the Issuers Company irrevocably deposit deposits with the Trustee money Trustee, in US Dollarstrust, for the principal benefit of and the interest on which shall be sufficientHolders of the Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereof thereof, in such amounts as will be sufficient, to pay (x) in the principal opinion of and premium (if any) and interest on the Senior Notes when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii) the Issuers delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited US Dollarspublic accountants, plus any deposited money without investment shall provide cash at such times and in such amounts as shall be sufficient to pay principalthe principal of, premium, if any, and interest when due and Special Interest, if any, on all the Senior outstanding Notes to on the stated maturity or redemption, as the case may be;or (iii) 90 days pass after the deposit is made and during the 90-day period no Default specified in Section 6.01(f) or (g) with respect to either Issuer, BP I or BP II occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other material agreement binding on either Issuer, BP I or BP II; (vii) in the case of the legal defeasance optionLegal Defeasance, the Issuers Company shall have delivered to the Trustee (1) an Opinion of Counsel stating reasonably acceptable to the Trustee confirming that (1x) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (2y) since the date of this Senior Notes Indenture Indenture, there has been a change in the applicable US federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall will confirm that, the Holders shall of the outstanding Notes will not recognize income, gain or loss for US federal income tax purposes as a result of such deposit Legal Defeasance and defeasance and shall will be subject to US 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 and defeasance Legal Defeasance had not occurred; provided, however, the Opinion of Counsel required with respect to a legal defeasance need not be delivered if all Senior Notes not theretofore delivered to the Trustee for cancellation have become due and payable; (vi2) in the case of the covenant defeasance option, the Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that (x) the deposit of the trust funds does not violate the Investment Company Act of 1940 and (y) the trust funds will not be subject to the effect of Sect▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇kruptcy Code or Section 15 of the New York Debtor and Creditor Law in a case commenced by or against the Company under either such statute, (iii) in the case of Covenant Defeasance, the Company shall have delivered to the (1) Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders shall of the outstanding Notes will not recognize income, gain or loss for US Federal federal income tax purposes as a result of such deposit Covenant Defeasance and defeasance and shall will be subject to US Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Covenant Defeasance had not occurred; and , (vii2) the Issuers deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent Counsel to the defeasance and discharge effect that (x) the deposit of the Senior Notes trust funds does not violate the Investment Company Act of 1940 and (y) the trust funds will not be subject to the effect of Sect▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇kruptcy Code or Section 15 of the New York Debtor and Creditor Law in a case commenced by or against the Company under either such statute, (iv) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be so defeased and discharged applied to such deposit) or insofar as contemplated by this Article VIII have been complied with.Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 123rd day after the date of deposit, (bv) Before such Legal Defeasance or after Covenant Defeasance shall not result in a depositbreach or violation of, or constitute a Default under any material agreement or instrument (other than this Indenture) to which the Issuers may make arrangements satisfactory to Company or any of its Subsidiaries is a party or by which the Trustee for the redemption Company or any of such Senior Notes at a future date in accordance with Article III.its Subsidiaries is bound,

Conditions to Defeasance. (a) The Issuers Company may exercise their its legal defeasance option or their its covenant defeasance option only if: (i1) the Issuers irrevocably deposit in trust with the Trustee money Trustee, in US Dollarstrust, for the principal benefit of and the interest on which shall be sufficientHolders, cash in U.S. dollars, Government Securities, or a combination thereof of cash in U.S. dollars and Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of of, and premium (premium, if any) , and interest interest, due on the Senior Notes when due at maturity outstanding Securities on the Stated Maturity or redemptionon the applicable redemption date, as the case may be, including interest thereon and the Issuers must specify whether the Securities are being defeased to maturity or such to a particular redemption date; (ii) the Issuers delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited US Dollars, plus any deposited money without investment shall provide cash at such times and in such amounts as shall be sufficient to pay principal, premium, if any, and interest when due on all the Senior Notes to maturity or redemption, as the case may be; (iii) 90 days pass after the deposit is made and during the 90-day period no Default specified in Section 6.01(f) or (g) with respect to either Issuer, BP I or BP II occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other material agreement binding on either Issuer, BP I or BP II; (v2) in the case of the legal defeasance optiondefeasance, the Issuers shall have delivered to the Trustee an Opinion of Counsel stating confirming that (1a) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (2b) since the date of this Senior Notes Indenture Issue Date, there has been a change in the applicable US federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall will confirm that, the Holders shall of the respective outstanding Securities will not recognize income, gain or loss for US federal income tax purposes as a result of such deposit and legal defeasance and shall will be subject to US 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 and legal defeasance had not occurred; provided, however, the Opinion of Counsel required with respect to a legal defeasance need not be delivered if all Senior Notes not theretofore delivered to the Trustee for cancellation have become due and payable; (vi3) in the case of the covenant defeasance optiondefeasance, the Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the effect Trustee confirming that the Holders shall of the respective outstanding Securities will not recognize income, gain or loss for US Federal federal income tax purposes as a result of such deposit and covenant defeasance and shall will be subject to US Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; (4) such legal defeasance or covenant defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than this Indenture) to which the Issuers or any of the Restricted Subsidiaries is a party or by which the Issuers or any Restricted Subsidiaries are bound; (5) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowings) or insofar as Events of Default resulting from the borrowing of funds or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit; (6) the Issuers must deliver to the Trustee an Opinion of Counsel to the effect that, assuming, among other things, no intervening bankruptcy of the Issuers between the date of deposit and the 91st day following the deposit and assuming that no Holder is an “insider” of the Issuers under applicable bankruptcy law, after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization of similar laws affecting creditors’ rights generally; (7) the Issuers must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of defeating, hindering, delaying or defrauding creditors of the Issuers or others; and (vii) 8) the Issuers must deliver to the Trustee an Officers’ Certificate and an Opinion of CounselCounsel (which Opinion of Counsel may be subject to customary assumptions and exclusions), each stating that all conditions precedent relating to the legal defeasance and discharge of or the Senior Notes to be so defeased and discharged as contemplated by this Article VIII covenant defeasance have been complied with. ; provided that the Opinion of Counsel required by this clause (b8) with respect to a legal defeasance need not be delivered if all Securities not theretofore delivered to the Trustee for cancellation (x) Before have become due and payable or after a deposit, the Issuers may make (y) will become due and payable at their Stated Maturity within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of such Senior Notes at a future date in accordance with Article IIIthe Issuers.

Conditions to Defeasance. In order to exercise either its Legal Defeasance Option and give effect thereto (a"Legal Defeasance") The Issuers may exercise their legal defeasance option or their covenant defeasance option only if: its Covenant Defeasance Option and give effect thereto ("Covenant Defeasance"), (i) the Issuers Company shall irrevocably deposit with the Trustee money Trustee, as trust funds in US Dollarstrust, for the principal benefit of and the interest on which shall be sufficientHolders, cash in United States dollars, U.S. Government Obligations, or a combination thereof thereof, maturing as to principal and interest in such amounts as will be sufficient, to pay without consideration of any reinvestment of such interest, in the principal opinion of and premium (if any) and interest on the Senior Notes when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii) the Issuers delivers to the Trustee a certificate from a nationally recognized firm of independent public accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited US Dollarsor a nationally recognized investment banking firm, plus any deposited money without investment shall provide cash at such times and in such amounts as shall be sufficient to pay principaland discharge the principal of, premium, if any, and interest when due on all the Senior outstanding Notes to on the stated maturity of such principal or redemption, as the case may be; installment of principal or interest; (iii) 90 days pass after the deposit is made and during the 90-day period no Default specified in Section 6.01(f) or (g) with respect to either Issuer, BP I or BP II occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other material agreement binding on either Issuer, BP I or BP II; (vii) in the case of the legal defeasance optionLegal Defeasance, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel stating confirming that (1A) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (2B) since the date of this Senior Notes Indenture Indenture, there has been a change in the applicable US federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders shall will not recognize income, gain or loss for US federal income tax purposes as a result of such deposit Legal Defeasance and defeasance and shall will be subject to US 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 and defeasance Legal Defeasance had not occurred; provided, however, the Opinion of Counsel required with respect to a legal defeasance need not be delivered if all Senior Notes not theretofore delivered to the Trustee for cancellation have become due and payable; (viiii) in the case of the covenant defeasance optionCovenant Defeasance, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel to the effect confirming that the Holders shall will not recognize income, gain or loss for US Federal federal income tax purposes as a result of such deposit Covenant Defeasance and defeasance and shall will be subject to US Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Covenant Defeasance had not occurred; and (iv) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or insofar as clauses (viii) and (ix) under Section 6.01 are concerned, at any time during the period ending on the 91st day after the date of deposit; (v) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound; (vi) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that (A) the trust funds will not be subject to any rights of holders of Indebtedness of the Company or any Subsidiary Guarantor, including, without limitation, those arising under this Indenture, after the 91st day following the deposit 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; (vii) the Issuers deliver 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 or with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; (viii) no event or condition shall exist that would prevent the Company from making payments of the principal of, premium, if any, and interest on the Notes on the date of such deposit or at any time ending on the 91st day after the date of such deposit; and (ix) 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 and discharge of Legal Defeasance or the Senior Notes to be so defeased and discharged Covenant Defeasance, as contemplated by this Article VIII the case may be, have been complied with. (b) Before or after a deposit, the Issuers may make arrangements satisfactory to the Trustee for the redemption of such Senior Notes at a future date in accordance with Article III.

Conditions to Defeasance. In order to exercise either its Legal Defeasance Option and give effect thereto (a“Legal Defeasance”) The Issuers may exercise their legal defeasance option or their covenant defeasance option only if: its Covenant Defeasance Option and give effect thereto (“Covenant Defeasance”), (i) the Issuers Company shall irrevocably deposit with the Trustee money Trustee, as trust funds in US Dollarstrust, for the principal benefit of and the interest on which shall be sufficientHolders, cash in United States dollars, U.S. Government Obligations, or a combination thereof thereof, maturing as to principal and interest in such amounts as will be sufficient, to pay without consideration of any reinvestment of such interest, in the principal opinion of and premium (if any) and interest on the Senior Notes when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii) the Issuers delivers to the Trustee a certificate from a nationally recognized firm of independent public accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited US Dollarsor a nationally recognized investment banking firm, plus any deposited money without investment shall provide cash at such times and in such amounts as shall be sufficient to pay principaland discharge the principal of, premium, if any, and interest when due on all the Senior outstanding Notes to maturity on the Stated Maturity of such principal or redemption, as the case may be; installment of principal or interest; (iii) 90 days pass after the deposit is made and during the 90-day period no Default specified in Section 6.01(f) or (g) with respect to either Issuer, BP I or BP II occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other material agreement binding on either Issuer, BP I or BP II; (vii) in the case of the legal defeasance optionLegal Defeasance, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel stating confirming that (1A) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (2B) since the date of this Senior Notes Indenture Indenture, there has been a change in the applicable US federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders shall will not recognize income, gain or loss for US federal income tax purposes as a result of such deposit Legal Defeasance and defeasance and shall will be subject to US 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 and defeasance Legal Defeasance had not occurred; provided, however, the Opinion of Counsel required with respect to a legal defeasance need not be delivered if all Senior Notes not theretofore delivered to the Trustee for cancellation have become due and payable; (viiii) in the case of the covenant defeasance optionCovenant Defeasance, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel to the effect confirming that the Holders shall will not recognize income, gain or loss for US Federal federal income tax purposes as a result of such deposit Covenant Defeasance and defeasance and shall will be subject to US Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Covenant Defeasance had not occurred; and (iv) no Default or Event of Default shall have occurred and be continuing on the date of such deposit; (v) such Legal Defeasance or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ 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; (vi) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that (A) the trust funds will not be subject to any rights of holders of other Indebtedness of the Company or any Subsidiary Guarantor, including, without limitation, those arising under this Indenture, after the 91st day following the deposit 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; (vii) the Issuers deliver 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 or with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; (viii) no event or condition shall exist that would prevent the Company from making payments of the principal of, premium, if any, and interest on the Notes on the date of such deposit; and (ix) 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 and discharge of Legal Defeasance or the Senior Notes to be so defeased and discharged Covenant Defeasance, as contemplated by this Article VIII the case may be, have been complied with. (b) Before or after a deposit, the Issuers may make arrangements satisfactory to the Trustee for the redemption of such Senior Notes at a future date in accordance with Article III.