Common use of Conditions to Defeasance Clause in Contracts

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option only if: (1) the Company irrevocably deposits in trust with the Trustee money or U.S. Government Obligations for the payment of principal of and premium, if any, and interest on the Securities to maturity or redemption, as the case may be; (2) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal, premium, if any, and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay the principal, premium, if any, and interest when due on all the Securities to maturity or redemption, as the case may be; (3) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(6) or (7) with respect to the Company occurs that is continuing at the end of the period; (4) no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect thereto; (5) the deposit does not constitute a default under any other agreement or instrument binding on the Company; (6) 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; (7) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Securityholders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred; (8) 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 Securityholders 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 covenant defeasance had not occurred; and (9) 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 Securities as contemplated by this Article VIII have been complied with. Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of Securities at a future date in accordance with Article III.

Conditions to Defeasance. The Unless otherwise provided for a particular Series of Securities by a resolution of the Board of Directors, a supplemental indenture or an Officers’ Certificate, the Company may exercise its legal defeasance option or its covenant defeasance option with respect to any Series of Securities only if: (1) the Company irrevocably deposits in trust with the Trustee money in U.S. dollars in an amount sufficient or U.S. Government Obligations for Obligations, the payment of principal of and premiuminterest on which shall be sufficient, or a combination thereof sufficient to pay the principal of and interest, if any, and interest on in respect of the Securities of such Series to maturity redemption or redemptionmaturity, as the case may be; (2) the Company delivers to the Trustee a certificate from a nationally recognized investment bank, appraisal firm or firm of independent accountants expressing their opinion that the payments of principal, premium, if any, principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay the principal, premiumprincipal and interest, if any, and interest when due on all the Securities of that Series to maturity or redemption, as the case may be; (3) 123 91 days pass after the deposit is made and during the 12391-day period no Default specified in Section 6.01(6Sections 6.01(5) or (76) with respect to the Company occurs that which is continuing at the end of the period; (4) no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect thereto; (5) the deposit does not constitute a default under any other material agreement or instrument binding on the Company; (65) 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; (76) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (iA) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (iiB) since the date of this Indenture there has been a change in the applicable U.S. federal Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Securityholders Holders of Securities of such Series will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such deposit and defeasance and will be subject to U.S. 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 (8) 7) 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 Securityholders Holders of Securities of such Series will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to U.S. 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 (9) 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 Securities as contemplated by this Article VIII have been complied with. Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of Securities of such Series at a future date in accordance with Article III3.

Conditions to Defeasance. The Company Issuer may exercise its legal defeasance option or its covenant defeasance option only if: (1a) the Company The Issuer irrevocably deposits in trust with in the Trustee money Redemption/Defeasance Account any one or any combination of (A) money, (B) obligations of, and supported by the full faith and credit of, the U.S. Government (“U.S. Government Obligations”) or (C) obligations of corporate issuers (“Corporate Obligations”) (provided that any such Corporate Obligations are rated AA+, or the equivalent, or higher, by each Rating Agency at such time and shall not have a maturity of longer than three (3) years from the date of defeasance) for the payment of principal of and all principal, premium, if any, and interest on the Securities to maturity or redemption, as redemption on the case may beClass (or Series) of Notes being defeased; (2b) the Company Issuer delivers to the Indenture Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal, premium, if any, principal and interest when due and without reinvestment on the deposited U.S. Government Obligations or the Corporate Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay the principal, premium, if any, principal and interest when due on all the Securities and interest to maturity or redemption, as redemption on the case may beClass (or Series) of the Notes being defeased; (3c) 123 91 days pass after the deposit described in clause (a) above is made and during the 12391-day period no Event of Default specified in Section 6.01(64.01(f) or (7g) with respect to the Company Issuer occurs that which is continuing at the end of the period; (4) no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect thereto; (5d) the deposit described in clause (a) above does not constitute a default under any other agreement or instrument binding on the CompanyIssuer; (6e) the Company Issuer delivers to the Indenture Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit described in clause (a) does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940, as amended; (7f) in the case of the legal defeasance option, the Company Issuer shall have delivered to the Indenture Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, that the Securityholders Noteholders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred; (8) in g) if the case of the covenant defeasance optionrelated Notes are then listed on any securities exchange, the Company shall have delivered Issuer delivers to the Indenture Trustee an Opinion of Counsel to the effect that the Securityholders such deposit, defeasance and discharge will not recognize income, gain or loss for U.S. federal income tax purposes as a result of cause such covenant defeasance and will Notes to 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 covenant defeasance had not occurred; anddelisted; (9h) the Company Issuer has obtained a Rating Agency Confirmation relating to the defeasance contemplated by this Section 12.02; (i) the Issuer delivers to the Indenture Trustee an Officers' Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities Notes as contemplated by this Article VIII XII have been complied with. Before or after ; and (j) the Issuer shall only defease the Notes of a depositClass in their entirety, the Company may make arrangements satisfactory to the Trustee for the redemption of Securities at a future date in accordance with Article IIInot partially.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option only if: (1a) the Company irrevocably deposits in trust with the Trustee money or U.S. Government Obligations for the payment of principal of and premium, if any, and interest on the Securities to maturity or redemption, as the case may be; (2b) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent certified public accountants expressing their opinion that the payments of principal, premium, if any, principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay the principal, premium, if any, principal and interest when due on all the Securities to maturity or redemption, as the case may be; (3c) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(66.01(f) or (76.01(g) occurs with respect to the Company occurs that or any other Person making such deposit which is continuing at the end of the period; (4d) no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect thereto; (5e) the such deposit does not constitute a default under any other agreement or instrument binding on the Company; (6f) 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; (7g) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that that (i1) the Company has received from, or there has been published by, from the Internal Revenue Service a ruling, or ; or (ii2) since the date of this Indenture there has been a change in the applicable U.S. federal Federal income tax law, to the effect, in either case to the effect case, that, and based thereon such Opinion of Counsel shall confirm that, the Securityholders Holders will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such defeasance and will be subject to U.S. 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 defeasance had not occurred; (8) h) 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 Securityholders Holders will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; and (9i) 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 Securities as contemplated by this Article VIII have been complied with. Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of Securities at a future date in accordance with Article III.

Conditions to Defeasance. The Company Issuer may exercise its legal defeasance option or its covenant defeasance option only if: (1a) the Company The Issuer irrevocably deposits in trust with in the Trustee money Redemption/Defeasance Account any one or any combination of (A) money, (B) obligations of, and supported by the full faith and credit of, the U.S. Government (“U.S. Government Obligations”) or (C) obligations of corporate issuers (“Corporate Obligations”) (provided that any such Corporate Obligations are rated AA+, or the equivalent, or higher, by the Rating Agency at such time and shall not have a maturity of longer than three (3) years from the date of defeasance) for the payment of principal of and all principal, premium, if any, and interest on the Securities to maturity or redemption, as redemption on the case may beClass (or Series) of Notes being defeased; (2b) the Company Issuer delivers to the Indenture Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal, premium, if any, principal and interest when due and without reinvestment on the deposited U.S. Government Obligations or the Corporate Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay the principal, premium, if any, principal and interest when due on all the Securities and interest to maturity or redemption, as redemption on the case may beClass (or Series) of the Notes being defeased; (3c) 123 91 days pass after the deposit described in clause (a) above is made and during the 12391-day period no Event of Default specified in Section 6.01(64.01(f) or (7g) with respect to the Company Issuer occurs that which is continuing at the end of the period; (4) no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect thereto; (5d) the deposit described in clause (a) above does not constitute a default under any other agreement or instrument binding on the CompanyIssuer; (6e) the Company Issuer delivers to the Indenture Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit described in clause (a) does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940, as amended; (7f) in the case of the legal defeasance option, the Company Issuer shall have delivered to the Indenture Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, that the Securityholders Noteholders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred; (8) in g) if the case of the covenant defeasance optionrelated Notes are then listed on any securities exchange, the Company shall have delivered Issuer delivers to the Indenture Trustee an Opinion of Counsel to the effect that the Securityholders such deposit, defeasance and discharge will not recognize income, gain or loss for U.S. federal income tax purposes as a result of cause such covenant defeasance and will Notes to 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 covenant defeasance had not occurred; anddelisted; (9h) the Company Issuer has obtained a Rating Agency Confirmation relating to the defeasance contemplated by this Section 12.02; (i) the Issuer delivers to the Indenture Trustee an Officers' Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities Notes as contemplated by this Article VIII XII have been complied with. Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of Securities at a future date in accordance with Article III.; and

Conditions to Defeasance. The Company may exercise its legal defeasance Legal Defeasance option or its covenant defeasance option the Covenant Defeasance option, in Section 9.1 may be exercised only if: (1a) the Company Issuer irrevocably deposits in trust with the Trustee money or U.S. Government Obligations Obligations, or a combination thereof, for the payment of principal of and premium, if any, and interest on the Securities Notes to maturity or redemption, as the case may be; (2b) the Company Issuer delivers to the Trustee a certificate from a nationally recognized firm of independent certified public accountants expressing their opinion that the payments of principal, premium, if any, and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay the principal, premium, if any, and interest when due on all the Securities Notes to maturity or redemption, as the case may be; (3c) 123 days pass after the deposit is made and during the 123-day period no Default specified described in Section 6.01(66.1(a)(7) or (7) occurs with respect to the Company occurs that Issuer or any other Person making such deposit which is continuing at the end of the period; (4d) no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect thereto; (5e) the such deposit does not constitute a default under any other material agreement or instrument binding on the CompanyIssuer or the Guarantor; (6f) the Company Issuer delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is not qualified as, a regulated investment company under the Investment Company Issuer Act of 1940; (7g) in the case of the legal defeasance optionan election of Legal Defeasance under Section 9.1, the Company shall have delivered Issuer delivers to the Trustee an Opinion of Counsel stating that that: (i1) the Company Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or ; or (ii2) since the date of this Indenture there has been a change in the applicable U.S. federal Federal income tax law, to the effect, in either case to the effect case, that, and based thereon such Opinion of Counsel shall confirm that, the Securityholders Holders of the affected Notes will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such defeasance Legal Defeasance election and will be subject to U.S. federal Federal income tax on the same amounts, in the same manner and at the same time as would have been the case if such election has not occurred; (h) in the case of an election of Covenant Defeasance under Section 9.1, the Issuer delivers to the Trustee an Opinion of Counsel to the effect that the Holders of the affected 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 defeasance had not occurred; (8) 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 Securityholders 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 covenant defeasance election had not occurred; and (9i) the Company Issuer 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 Securities as contemplated by this Article VIII an election under 9.1 have been complied with. Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of Securities at a future date in accordance with Article IIIas required by this Indenture.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option only if: (1) the Company irrevocably deposits in trust with the Trustee money U.S. dollars or U.S. Government Obligations for the payment of principal of and premium, if any, and interest on the Securities to maturity or redemption, as the case may be; (2) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal, premium, if any, principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money U.S. dollars without investment will provide cash at such times and in such amounts as will be sufficient to pay the principal, premium, if any, principal and interest when due on all the Securities to maturity or redemption, as the case may be; (3) 123 91 days pass after the deposit is made and during the 12391-day period no Event of Default or Default specified in Section 6.01(6Sections 6.01(g) or (7h) with respect to the Company occurs that which is continuing at the end of the period; (4) no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect thereto; (5) the deposit does not constitute a breach, violation or default under any other agreement or instrument binding on the Company; (65) the Company delivers to the Trustee an Opinion of Counsel to the effect that neither the Trustee nor the trust resulting from the deposit does not constitutewill be required to register as, or is qualified as, a regulated investment company under the Investment Company Act of 19401940 as a result of such legal defeasance or covenant defeasance; (76) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (iA) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (iiB) since the date of this Indenture there has been a change in the applicable U.S. federal Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Securityholders will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such defeasance and will be subject to U.S. 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 defeasance had not occurred; (8) 7) 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 Securityholders will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; and (9) 8) 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 Securities as contemplated by this Article VIII 8 have been complied with. Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of Securities at a future date in accordance with Article III3.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option only if: (1) the Company irrevocably deposits in trust with the Trustee money or U.S. Government Obligations for the payment of principal of and premium, if any, and interest on the Securities to maturity or redemption, as the case may be; (2) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal, premium, if any, and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay the principal, premium, if any, and interest when due on all the Securities to maturity or redemption, as the case may be; (3) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(6) or (7) with respect to the Company occurs that is continuing at the end of the period; (4) no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect thereto; (5) the deposit does not constitute a default under any other agreement or instrument binding on the Company; (6) 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; (7) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable U.S. federal Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Securityholders will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such defeasance and will be subject to U.S. 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 defeasance had not occurred; (8) 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 Securityholders will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; and (9) 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 Securities as contemplated by this Article VIII have been complied with. Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of Securities at a future date in accordance with Article III.

Conditions to Defeasance. The Company Issuer may exercise its legal defeasance option or its covenant defeasance option only if: (1a) the Company The Issuer irrevocably deposits in trust with in the Trustee money Redemption/Defeasance Account any one or any combination of (A) money, (B) obligations of, and supported by the full faith and credit of, the U.S. Government (“U.S. Government Obligations”) or (C) obligations of corporate issuers (“Corporate Obligations”) (provided that any such Corporate Obligations are rated AA+, or the equivalent, or higher, by the Rating Agency at such time and shall not have a maturity of longer than three (3) years from the date of defeasance) for the payment of principal of and all principal, premium, if any, and interest on the Securities to maturity or redemption, as redemption on the case may beClass (or Series) of Securities being defeased; (2b) the Company Issuer delivers to the Indenture Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal, premium, if any, principal and interest when due and without reinvestment on the deposited U.S. Government Obligations or the Corporate Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay the principal, premium, if any, principal and interest when due on all the Securities and interest to maturity or redemption, as redemption on the case may beClass (or Series) of the Securities being defeased; (3c) 123 91 days pass after the deposit described in clause (a) above is made and during the 12391-day period no Event of Default specified in Section 6.01(64.01(f) or (7g) with respect to the Company Issuer occurs that which is continuing at the end of the period; (4) no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect thereto; (5d) the deposit described in clause (a) above does not constitute a default under any other agreement or instrument binding on the CompanyIssuer; (6e) the Company Issuer delivers to the Indenture Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit described in clause (a) does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940, as amended; (7f) in the case of the legal defeasance option, the Company Issuer shall have delivered to the Indenture Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, that the Securityholders Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred; (8) in g) if the case of the covenant defeasance optionrelated Securities are then listed on any securities exchange, the Company shall have delivered Issuer delivers to the Indenture Trustee an Opinion of Counsel to the effect that the Securityholders such deposit, defeasance and discharge will not recognize income, gain or loss for U.S. federal income tax purposes as a result of cause such covenant defeasance and will Securities to 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 covenant defeasance had not occurred; anddelisted; (9h) the Company Issuer has obtained a Rating Agency Confirmation relating to the defeasance contemplated by this Section 12.02; (i) the Issuer delivers to the Indenture Trustee an Officers' Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities as contemplated by this Article VIII 12 have been complied with. Before or after ; and (j) the Issuer shall only defease the Securities of a depositClass in their entirety, the Company may make arrangements satisfactory to the Trustee for the redemption of Securities at a future date in accordance with Article IIInot partially.

Conditions to Defeasance. (a) The Company may exercise its legal defeasance option or its covenant defeasance option only if: (1i) the Company irrevocably deposits in trust with the Trustee money or in U.S. dollars, U.S. Government Obligations for or a combination thereof sufficient to pay the payment of principal of and premium, premium (if any, ) and interest on the Securities to Notes when due at maturity or redemption, as the case may be; (2ii) with respect to U.S. Government Obligations or a combination of money and U.S. Government Obligations, the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants accountants, a nationally recognized investment bank or a nationally recognized appraisal or valuation firm, expressing their opinion that the payments of principal, premium, if any, principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay the principal, premium, if any, and interest when due on all the Securities Notes to maturity or redemption, as the case may be; (3iii) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(66.01(f) or (7g) with respect to the Company occurs that is continuing at the end of the period; (4) no Default shall have occurred or Event of Default has occurred and is continuing on the date of such deposit and after giving effect theretodeposit; (5iv) the deposit does not constitute a default under any other material agreement or instrument binding on the Company; (6v) the Company delivers shall have delivered 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; (7) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii2) since the date of this Indenture there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Securityholders beneficial owners will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to U.S. federal income tax on the same amounts, amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred. Notwithstanding the foregoing, the Opinion of Counsel required by the immediately preceding sentence with respect to a 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, or if redeemable at the option of the Company, are to be called for redemption 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; (8) vi) such exercise does not impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Notes on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s Notes; (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 Securityholders beneficial owners will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such covenant deposit and defeasance and will be subject to U.S. federal income tax on the same amounts, amount and in the same manner and at the same times as would have been the case if such covenant deposit and defeasance had not occurred; and (9viii) the Company delivers to the Trustee an Officers' Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities Notes to be so defeased and discharged as contemplated by this Article VIII have been complied with. . (b) Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of Securities such Notes at a future date in accordance with Article III.

Conditions to Defeasance. (a) The Company Issuers may exercise its their legal defeasance option or its their covenant defeasance option only if: (1i) the Company Issuers irrevocably deposits in trust deposit with the Trustee money in US Dollars, US Government Obligations, or U.S. Government Obligations for a combination thereof, the payment of principal of and premiumthe interest on which shall be sufficient, or a combination thereof sufficient, to pay the principal of and premium (if any, ) and interest on the Securities to Senior Notes when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (2ii) the Company delivers Issuers deliver to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal, premium, if any, principal and interest when due and without reinvestment on the deposited U.S. US Government Obligations Obligations, plus any deposited money without investment will shall provide cash at such times and in such amounts as will shall be sufficient to pay the principal, premium, if any, and interest when due on all the Securities Senior Notes to maturity or redemption, as the case may be; (3iii) 123 90 days pass after the deposit is made and during the 12390-day period no Default specified in Section 6.01(66.01(f) or (7g) with respect to the Company any Issuer or BP I occurs that is continuing at the end of the period; (4) no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect thereto; (5iv) the deposit does not constitute a default under any other material agreement or instrument binding on the Companyany Issuer or BP I; (6) 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; (7v) in the case of the legal defeasance option, the Company Issuers shall have delivered to the Trustee an Opinion of Counsel stating that (i1) the Company has Issuers have received from, or there has been published by, the Internal Revenue Service a ruling, or (ii2) since the date of this Senior Notes Indenture there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Securityholders will Holders shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and defeasance and will shall 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 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; (8) vi) in the case of the covenant defeasance option, the Company Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that the Securityholders will Holders shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such covenant deposit and defeasance and will shall 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 covenant deposit and defeasance had not occurred; and (9vii) the Company delivers 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 Securities Senior Notes to be so defeased and discharged as contemplated by this Article VIII have been complied with. Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of Securities at a future date in accordance with Article III.

Conditions to Defeasance. The Company or any Guarantor may exercise its the legal defeasance option or its the covenant defeasance option only if: (1a) the Company or any Guarantor irrevocably deposits in trust or causes to be deposited with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders (the “defeasance trust”) pursuant to an irrevocable trust and security agreement in form and substance satisfactory to the Trustee, money or U.S. Government Obligations Obligations, or a combination thereof, sufficient for the payment of principal of and premium, if any, and interest on all the Securities Notes to maturity Maturity or redemption, as the case may be; (2b) the Company or any Guarantor delivers to the Trustee a certificate from a nationally an internationally recognized firm of independent accountants expressing their opinion that the payments of principal, premium, if any, principal of and interest on the Notes when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will and after payment of all federal, state and local taxes or other charges or assessments in respect thereof payable by the Trustee shall provide cash at such times and in such amounts as will shall be sufficient to pay the principal, premium, if any, principal of and interest when due on all the Securities to maturity Notes when due at Maturity or on redemption, as the case may be; (3c) 123 days pass after the deposit is made in accordance with the terms of Section 8.02(a) and during the such 123-day period no Default or Event of Default specified in Section 6.01(66.01(h) or (7) with respect to the Company occurs that which is continuing at the end of the period; (4d) no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect thereto; (5e) the deposit does not constitute a default or event of default under any other agreement or instrument binding on the CompanyCompany or any Guarantor; (6f) the Company or any Guarantor delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is not qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (7g) the Company or any Guarantor delivers to the Trustee Opinions of Counsel stating that, under Brazilian law, Holders (other than Brazilian persons) shall not recognize gain for Brazilian tax purposes and payments from the defeasance trust to any such Holder shall not be subject to withholding payments under Brazilian law; (h) in the case of the legal defeasance option, the Company shall have delivered or any Guarantor delivers to the Trustee (1) an Opinion of Counsel from the United States stating that (i) the Company or such Guarantor has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Securityholders will Holders shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and defeasance and will shall 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 had not occurred; and (2) an Opinion of Counsel from the Cayman Islands and any other jurisdiction in which the Company is conducting business in a manner which causes the Holders of the Notes to be liable for taxes on payments under the Notes for which they would not have been so liable but for such conduct of business in such other jurisdiction, stating that the Holders will not recognize income, gain or loss in the relevant jurisdiction as a result of such deposit and the defeasance and will be subject to taxes in the relevant jurisdiction (including withholding taxes) (as applicable) on the same amount and in the same manner and at the same times as would otherwise have been the case if such deposit and defeasance had not occurred; (8) i) in the case of the covenant defeasance option, the Company shall have delivered or any Guarantor delivers to the Trustee an Opinion Opinions of Counsel to the effect that the Securityholders will Holders shall not recognize income, gain or loss for U.S. U.S., Cayman Islands or Brazilian federal income tax purposes as a result of such covenant defeasance and will shall be subject to U.S. U.S., Cayman Islands and Brazilian 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; (j) the Company or any Guarantor delivers to the Trustee an Opinion of Counsel, in form and substance reasonably satisfactory to Trustee, to the effect that, after the passage of 123 days following the deposit, the trust funds shall not be subject to any applicable bankruptcy, insolvency, reorganization or similar law affecting creditors’ rights generally; and (9k) the Company or any Guarantor 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 Securities Notes as contemplated by this Article VIII 8 have been complied with. Before or after a deposit, the Company or any Guarantor may make arrangements satisfactory to the Trustee for the redemption of Securities Notes at a future date in accordance with Article III3.

Conditions to Defeasance. The Company Issuer may exercise its legal defeasance option or its covenant defeasance option only if: (1) the Company Issuer irrevocably deposits in trust with the Trustee money or U.S. Government Obligations for the payment of principal of and premium, if any, and interest on the Securities Notes to maturity or redemption, as the case may be; (2) the Company Issuer delivers to the Trustee a certificate from a nationally nationally-recognized firm of independent certified public accountants expressing their opinion that the payments of principal, premium, if any, principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay the principal, premium, if any, principal and interest when due on all the Securities Notes to maturity or redemption, as the case may be; (3) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(66.01(7) or (7) 8) with respect to the Company Issuer, the Parent or any other Person making such deposit occurs that is continuing at the end of the period; (4) no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect thereto; (5) the deposit does not constitute a default under any other agreement or instrument binding on the CompanyIssuer, the Parent or any Guarantor; (6) the Company Issuer 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; (7) in the case of the legal defeasance option, the Company Issuer shall have delivered to the Trustee an Opinion of Counsel of recognized standing with respect to U.S. federal income tax matters stating that (i) the Company Issuer has received from, or there has been published by, from the Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable U.S. federal income tax law, to the effect, in either case to the effect thatcase, that and based thereon such Opinion of Counsel shall confirm that, the Securityholders beneficial owners of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times time as would have been the case if such defeasance had not occurred; (8) in the case of the covenant defeasance option, the Company Issuer shall have delivered to the Trustee an Opinion of Counsel of recognized standing with respect to U.S. federal income tax matters to the effect that the Securityholders beneficial owners of the 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 covenant defeasance had not occurred; and; (9) the Company Issuer 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 Securities Notes as contemplated by this Article VIII have been complied with; and (10) the Issuer delivers to the Trustee an Opinion of Counsel in the Netherlands and the Republic of Indonesia to the effect that beneficial owners of the Notes will not recognize income, gain or loss for Dutch or Indonesian tax purposes as a result of such deposit and defeasance and will be subject to Dutch or Indonesian taxes (including withholding taxes) 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. Before or after a deposit, the Company Issuer may make arrangements satisfactory to the Trustee for the redemption of Securities Notes at a future date in accordance with Article III.

Conditions to Defeasance. The Company may exercise its ------------------------ legal defeasance option or its covenant defeasance option only if: (1a) the Company irrevocably deposits in trust with the Trustee money or U.S. Government Obligations for the payment of principal of and premiuminterest and Special Interest, if any, and interest on the Securities to maturity redemption or redemptionmaturity, as the case may be; (2b) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal, premium, if any, principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay when due all of the principalprincipal of, premiuminterest on and Special Interest, if any, and interest when due on all the Securities to maturity redemption or redemptionmaturity, as the case may be; (3c) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(6Sections 6.1(h) or (7i) with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary occurs that which is continuing at the end of the period; (4) no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect thereto; (5d) the deposit does not constitute a default under any other agreement or instrument binding on the Company; (6e) 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; (7f) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable U.S. federal Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm thatthat , the Securityholders will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such defeasance and will be subject to U.S. 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 defeasance had not occurred; (8) g) 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 Securityholders will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; (h) the Company shall have delivered an Opinion of Counsel to the effect that the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar law affecting creditors rights generally under any United States federal or state law and that the Trustee has a perfected security interest in such trust funds for the ratable benefit of the Holders; (i) the Company shall have delivered an Opinion of Counsel in the Company's jurisdiction of incorporation to the effect that the Securityholders will not recognize income, gain or loss for such jurisdiction's tax purposes as a result of such defeasance and will be subject to taxes in such jurisdiction on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred; and (9j) 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 Securities as contemplated by this Article VIII 8 have been complied with. Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of Securities at a future date in accordance with Article III3.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option only if: (1) the Company irrevocably deposits in trust with the Trustee money or Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, U.S. Government Obligations for the payment of principal of and premiumor a combination thereof, if any, and interest on the Securities to maturity or redemption, as the case may be; (2) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal, premium, if any, and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient (without reinvestment) as confirmed, certified or attested to by an Independent Financial Advisor in writing to the Trustee to pay the principalprincipal of, premium, if any, premium and interest when due on all the Securities to maturity on the stated date for payment or redemptionon the redemption date of the principal or installment of principal of, as premium or interest on the case may beSecurities; (32) 123 days pass after in the deposit is made and during the 123-day period no Default specified in Section 6.01(6) or (7) with respect to the Company occurs that is continuing at the end case of the period; (4) no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect thereto; (5) the deposit does not constitute a default under any other agreement or instrument binding on the Company; (6) Legal Defeasance, 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; (7) in the case of the legal defeasance option, the Company shall have delivered United States reasonably acceptable to the Trustee an Opinion of Counsel stating confirming that (ia) the Company has received from, or there has been published by, by the Internal Revenue Service Service, a ruling, or (iib) since the date of this Indenture Issue Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such this Opinion of Counsel shall confirm that, the Securityholders Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such defeasance Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance Legal Defeasance had not occurred; (8) 3) in the case of the covenant defeasance optionCovenant Defeasance, the Company shall have delivered delivers to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the effect Trustee confirming that the Securityholders Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such covenant defeasance 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 covenant defeasance Covenant Defeasance had not occurred; and; (94) (a) no Default has occurred and is continuing on the date of such deposit or will occur as a result of such deposit (other than a 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) and (b) the deposit will not result in a breach or violation of, or constitute a default under, the credit agreement governing the Revolving Credit Facility, the indenture governing the Existing Notes or any other material agreement or material 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; (5) the Legal Defeasance or Covenant Defeasance does 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 (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 (7) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all the conditions precedent to provided for in, in the defeasance and discharge case of the Securities as contemplated by this Article VIII Officers’ Certificate, Sections 8.02(1)–(6) and, in the case of the Opinion of Counsel, Sections 8.02(2) and/or 8.02(3) and Section 8.02(5) have been complied with. Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of the Securities at a future date in accordance with Article III3.

Conditions to Defeasance. The Company may exercise its legal defeasance Legal Defeasance option or its covenant defeasance option the Covenant Defeasance option, in Section 9.01 may be exercised only if: (1a) the Company irrevocably deposits in trust with the Trustee money or U.S. Government Obligations Obligations, or a combination thereof, for the payment of principal of and premium, if any, and interest on the Securities to maturity or redemption, as the case may be; (2b) the Company delivers to the Trustee a certificate from a nationally an internationally recognized firm of independent certified public accountants expressing their opinion that the payments of principal, premium, if any, and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay the principal, premium, if any, and interest when due on all the Securities to maturity or redemption, as the case may be; (3c) 123 days pass after the deposit is made and during the 123-day period no Default specified described in Section 6.01(66.01(5) or (7) occurs with respect to the Company occurs that or any other Person making such deposit which is continuing at the end of the period; (4d) no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect thereto; (5) the deposit does not constitute a default under any other agreement or instrument binding on the Company; (6e) the Company delivers to the Trustee an Opinion of Counsel upon which the Trustee may conclusively rely, to the effect that the trust resulting from the deposit does not constitute, or is not qualified as, a regulated investment company under the Investment Company Act of 1940; (7f) in the case of the legal defeasance optionan election of Legal Defeasance under Section 9.01, the Company shall have delivered delivers to the Trustee an Opinion of Counsel upon which the Trustee may conclusively rely, stating that that: (i1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or ; or (ii2) since the date of this Indenture there has been a change in the applicable U.S. federal Federal income tax law, to the effect, in either case to the effect case, that, and based thereon such Opinion of Counsel shall confirm that, the Securityholders Holders of the affected Securities will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such defeasance Legal Defeasance election and will be subject to U.S. federal Federal income tax on the same amounts, in the same manner and at the same time as would have been the case if such election has not occurred; (g) in the case of an election of Covenant Defeasance under Section 9.01, the Company delivers to the Trustee an Opinion of Counsel upon which the Trustee may conclusively rely, to the effect that the Holders of the affected Securities 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 defeasance had not occurred; (8) 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 Securityholders 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 covenant defeasance election had not occurred; and (9h) 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 Securities as contemplated by this Article VIII an election under 9.01 have been complied with. Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of Securities at a future date in accordance with Article IIIas required by this Indenture.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect to a series of Securities only if: (1) the Company irrevocably deposits in trust with the Trustee money in an amount sufficient or U.S. Government Obligations for Obligations, the payment of principal of and premiuminterest on which will be sufficient, or a combination thereof sufficient, to pay the principal of, premium (if any, ) and interest on on, the Securities of such series to maturity or redemption, as the case may be; (2) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal, premium, if any, principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay the principal, premium, if any, principal and interest when due on all the Securities of such series to maturity or redemption, as the case may be; (3) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(6Sections 6.01(7) or (7) 8) with respect to the Company occurs that which is continuing at the end of the period; (4) no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect thereto; (5) the deposit does not constitute a default under any other agreement or instrument binding on the Company; (65) 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; (76) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (iA) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (iiB) since the date of this Indenture there has been a change in the applicable U.S. federal Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Securityholders Holders of Securities of such series will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such defeasance and will be subject to U.S. 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 defeasance had not occurred; (8) 7) 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 Securityholders Holders of Securities of such series will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; and (9) 8) 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 Securities of such series as contemplated by this Article VIII 8 have been complied with. Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of such series of Securities at a future date in accordance with Article III3.

Conditions to Defeasance. The Company Issuer may exercise its legal defeasance option or its covenant defeasance option only if: (1a) the Issuer or the Company irrevocably deposits in trust with the Trustee money or U.S. Government Obligations for the payment of principal of and premium, if any, and interest on the Securities to maturity or redemption, as the case may be; (2b) the Issuer or the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal, premium, if any, principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay the principal, premium, if any, principal and interest when due on all the Securities to maturity or redemption, as the case may be; (3c) 123 days pass after the deposit is made and during the 123-day period no Default specified in in Section 6.01(66.01 (f) or (7g) with respect to the Company occurs that which is continuing at the end of the period; (4) no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect thereto; (5d) the deposit does not constitute a default under any other agreement or instrument binding on the CompanyIssuer or the Company and is not prohibited by Article X; (6e) 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; (7f) in the case of the legal defeasance option, (i) either the Issuer or the Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (iA) either the Issuer or the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (iiB) since the date of this Indenture there has been a change in the applicable U.S. federal United States Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Securityholders will not recognize income, gain or loss for U.S. federal United States Federal income tax purposes as a result of such defeasance and will be subject to U.S. federal United States Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred and (ii) either the Issuer or the Company shall have delivered to the Trustee an Opinion of Counsel in Canada stating that Holders of the Securities will not recognize income, gain or loss for Canadian federal, provincial or territorial income or other tax purposes and will be subject to Canadian federal, provincial or territorial income or other tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred; (8) g) in the case of the covenant defeasance option, (i) either the Issuer or the Company shall have delivered to the Trustee an Opinion of Counsel in the United States to the effect that the Securityholders will not recognize income, gain or loss for U.S. federal United States Federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. federal United States Federal income tax on the same amount, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred and (ii) either the Issuer or the Company shall have delivered to the Trustee an Opinion of Counsel in Canada stating that Holders of the Securities will not recognize income, gain or loss for Canadian federal, provincial or territorial income or other tax purposes and will be subject to Canadian federal, provincial or territorial income or other 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 (9h) 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 Securities as contemplated by this Article VIII 8 have been complied with. Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of Securities at a future date in accordance with Article III3.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option only if: (1a) the Company irrevocably deposits in trust with the Trustee money or U.S. Government Obligations for the payment of principal of and premiuminterest and Special Interest, if any, and interest on the Securities to maturity redemption or redemptionmaturity, as the case may be; (2b) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal, premium, if any, principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay when due all of the principalprincipal of, premiuminterest on and Special Interest, if any, and interest when due on all the Securities to maturity redemption or redemptionmaturity, as the case may be; (3c) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(6Sections 6.1(g) or (7h) with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary occurs that which is continuing at the end of the period; (4) no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect thereto; (5d) the deposit does not constitute a default under any other agreement or instrument binding on the Company; (6e) 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; (7f) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable U.S. federal Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Securityholders will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such defeasance and will be subject to U.S. 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 defeasance had not occurred; (8) g) 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 Securityholders will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; (h) the Company shall have delivered an Opinion of Counsel to the effect that the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar law affecting creditors rights generally under any United States federal or state law and that the Trustee has a perfected security interest in such trust funds for the ratable benefit of the Holders; (i) the Company shall have delivered an Opinion of Counsel in the Company's jurisdiction of incorporation to the effect that the Securityholders will not recognize income, gain or loss for such jurisdiction's tax purposes as a result of such defeasance and will be subject to taxes in such jurisdiction on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred; and (9j) 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 Securities as contemplated by this Article VIII 8 have been complied with. Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of Securities at a future date in accordance with Article III3.

Conditions to Defeasance. The Company may exercise its legal defeasance Legal Defeasance option or its covenant defeasance option the Covenant Defeasance option, in Section 9.01 may be exercised only if: (1a) the Company irrevocably deposits in trust with the Trustee money or U.S. Government Obligations Obligations, or a combination thereof, for the payment of principal of and premium, if any, and interest on the Securities Senior Discount Notes to maturity or redemption, as the case may be; (2b) the Company delivers to the Trustee a certificate from a nationally an internationally recognized firm of independent certified public accountants expressing their opinion that the payments of principal, premium, if any, and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay the principal, premium, if any, and interest when due on all the Securities Senior Discount Notes to maturity or redemption, as the case may be; (3c) 123 days pass after the deposit is made and during the 123-day period no Default specified described in Section 6.01(66.01(7) or (7) occurs with respect to the Company occurs that or any other Person making such deposit which is continuing at the end of the period; (4d) no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect thereto; (5e) the such deposit does not constitute a default under any other material agreement or instrument binding on the Company; (6f) 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; (7g) in the case of the legal defeasance optionan election of Legal Defeasance under Section 9.01, the Company shall have delivered delivers to the Trustee an Opinion of Counsel stating that that: (i1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or ; or (ii2) since the date of this Indenture there has been a change in the applicable U.S. federal Federal income tax law, to the effect, in either case to the effect case, that, and based thereon such Opinion of Counsel shall confirm that, the Securityholders Holders of the Senior Discount Notes will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such defeasance Legal Defeasance election and will be subject to U.S. federal Federal income tax on the same amounts, in the same manner and at the same time as would have been the case if such election has not occurred; (h) in the case of an election of Covenant Defeasance under Section 9.01, the Company delivers to the Trustee an Opinion of Counsel to the effect that the Holders of the Senior Discount Notes will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such Covenant 91 Defeasance and will be subject to U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred; (8) 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 Securityholders 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 covenant defeasance election had not occurred; and (9i) 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 Securities as contemplated by this Article VIII an election under 9.01 have been complied with. Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of Securities at a future date in accordance with Article IIIas required by this Indenture.

Conditions to Defeasance. The Company Issuer may exercise its the legal defeasance option or its the covenant defeasance option only if: (1a) the Company The Issuer irrevocably deposits in trust or causes to be deposited with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders (the “defeasance trust”) pursuant to an irrevocable trust and security agreement in form and substance satisfactory to the Trustee, money or U.S. Government Obligations Obligations, or a combination thereof, sufficient for the payment of principal of and premium, if any, and interest on all the Securities to maturity Notes on an Optional Redemption Date or redemptionat Maturity, as the case may be; (2b) the Company The Issuer delivers to the Trustee a certificate from a nationally an internationally recognized firm of independent accountants expressing their opinion that the payments of principal, premium, if any, principal of and interest on the Notes when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will and after payment of all federal, state and local taxes or other charges or assessments in respect thereof payable by the Trustee shall provide cash at such times and in such amounts as will shall be sufficient to pay the principal, premium, if any, principal of and interest on all the Notes when due on all the Securities to maturity an Optional Redemption Date or redemptionat Maturity, as the case may be; (3c) 123 days pass after the deposit is made in accordance with the terms of Section 7.02(a) and during the such 123-day period no Default or Event of Default specified in Section 6.01(65.01(f) or (7) with respect to the Company occurs that which is continuing at the end of the period; (4d) no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect thereto; (5e) the deposit does not constitute a default or event of default under any other agreement or instrument binding on the CompanyIssuer; (6f) the Company The Issuer delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is not qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (7g) The Issuer delivers to the Trustee Opinions of Counsel stating that, under Brazilian law, Holders (other than Brazilian persons) shall not recognize gain for Brazilian tax purposes and payments from the defeasance trust to any such Holder shall not be subject to withholding payments under Brazilian law; (h) in the case of the legal defeasance option, the Company shall have delivered Issuer delivers to the Trustee an Opinion of Counsel of recognized standing with respect to U.S. federal income tax matters stating that (i) the Company Issuer has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Securityholders will Holders shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and defeasance and will shall 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 had not occurred; (8) i) in the case of the covenant defeasance option, the Company shall have delivered Issuer delivers to the Trustee an Opinion of Counsel of recognized standing with respect to U.S. federal income tax matters to the effect that the Securityholders will Holders shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such covenant defeasance and will shall 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 covenant defeasance had not occurred; (j) the Issuer delivers to the Trustee an Opinion of Counsel, in form and substance reasonably satisfactory to Trustee, to the effect that, after the passage of 123 days following the deposit, the trust funds shall not be subject to any applicable bankruptcy, insolvency, reorganization or similar law affecting creditors’ rights generally; and (9k) the Company Issuer 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 Securities Notes as contemplated by this Article VIII 7 have been complied with. Before or after a deposit, the Company Issuer may make arrangements satisfactory to the Trustee for the redemption of Securities Notes at a future date in accordance with Article III3.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option only if: (1) the Company irrevocably deposits in trust with the Trustee money or U.S. Government Obligations for the payment of principal of and premium, if any, and interest on the Securities to maturity or redemption, as the case may be; (2) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent certified public accountants expressing their opinion that the payments of principal, premium, if any, and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay the principal, premium, if any, and interest when due on all the Securities to maturity or redemption, as the case may be; (3) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section Sections 6.01(6) or (7) hereof occurs with respect to the Company occurs that or any other Person making such deposit which is continuing at the end of the period; (4) no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect thereto; (5) the such deposit does not constitute a default under any other agreement or instrument binding on the Company; (6) 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; (7) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Securityholders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred; (8) 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 Securityholders 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 covenant defeasance had not occurred; and (9) 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 Securities as contemplated by this Article VIII have been complied with. Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of Securities at a future date in accordance with Article III.

Conditions to Defeasance. The Company may In order to exercise its either legal defeasance option or its covenant defeasance option only ifdefeasance: (1a) the Company Issuers or the Parent Guarantor must irrevocably deposits deposit or cause to be deposited as trust funds in trust with the Trustee money (or U.S. Government Obligations such other party as directed by the Trustee), for the payment benefit of the Holders, cash in euro, European Government Obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of an internationally recognized law firm of independent public accountants, to pay and discharge the principal of and of, premium, if any, and accrued and unpaid interest and any Additional Amounts, if any, on the Securities to maturity outstanding Notes on the Stated Maturity or redemptionon the applicable Redemption Date, as the case may be; , and the Issuers or the Parent Guarantor must (2i) specify whether the Company delivers Notes are being defeased to maturity or to a particular Redemption Date; and (ii) if applicable, have delivered to the Trustee a certificate from a nationally recognized firm an irrevocable notice to redeem all of independent accountants expressing their opinion that the payments outstanding Notes of such principal, premium, if any, and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay the principal, premium, if any, and interest when due on all the Securities to maturity or redemption, as the case may beinterest; (3) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(6) or (7) with respect to the Company occurs that is continuing at the end of the period; (4) no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect thereto; (5) the deposit does not constitute a default under any other agreement or instrument binding on the Company; (6) 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; (7b) in the case of the legal defeasance optionan election under Section 8.02, the Company Issuers or the Parent Guarantor shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee stating that (iA) the Company has received from, or there has been published by, the U.S. Internal Revenue Service has either published a revenue ruling or issued to the Issuers a private letter ruling, or (iiB) since the date of this Indenture Issue Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel opinion shall confirm that, the Securityholders beneficial owners of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such legal 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 legal defeasance had not occurred; (8) c) in the case of the covenant defeasance optionan election under Section 8.03, the Company Issuers or the Parent Guarantor shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee to the effect that the Securityholders beneficial owners 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 covenant defeasance had not occurred; and​ ​ (9d) 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 bankruptcy or insolvency events described in clauses (ix) and (x) of Section 6.01(a) are concerned, at any time during the period ending on the 123rd day after the date of such deposit; (e) such legal defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest as defined in this Indenture with respect to any of the Issuers’ securities; (f) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) under, this Indenture or any material agreement or instrument to which the Parent Guarantor or any Restricted Subsidiary is a party or by which the Parent Guarantor or any Restricted Subsidiary is bound; (g) such legal defeasance or covenant defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the U.S. Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder; (h) the Company delivers Issuers or the Parent Guarantor shall have delivered to the Trustee an Officers' Opinion of Counsel in the country of each Issuer’s or the Parent Guarantor’s incorporation to the effect that after the 123rd day following the deposit, the trust funds shall not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and an Opinion of Counsel reasonably acceptable to the Trustee that the Trustee shall have a perfected security interest in such trust funds for the ratable benefit of the Holders; (i) the Issuers or the Parent Guarantor shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuers or the Parent Guarantor with the intent of preferring the Holders over the other creditors of the Issuers or the Parent Guarantor with the intent of defeating, hindering, delaying or defrauding creditors of the Issuers or the Parent Guarantor or others, or removing assets beyond the reach of the relevant creditors or increasing debts of the Issuers or the Parent Guarantor to the detriment of the relevant creditors; (j) no event or condition shall exist that would prevent the Issuers 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 123rd day after the date of such deposit; and (k) the Issuers or the Parent Guarantor shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the legal defeasance and discharge of or the Securities covenant defeasance, as contemplated by this Article VIII the case may be, have been complied with. Before or after a deposit, If the Company 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 Issuers and the Guarantors shall remain liable for the redemption of Securities at a future date in accordance with Article IIIsuch payments.

Conditions to Defeasance. The Company Issuer may exercise its legal defeasance option or its covenant defeasance option only if: (1) the Company Issuer irrevocably deposits in trust with the Trustee money or U.S. Government Obligations for the payment of principal of and premiumprincipal, premium (if any, ) and interest on the Securities Notes to maturity or redemption, as the case may be; (2) the Company Issuer delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal, premium, if any, principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay the principal, premium, if any, principal and interest when due on all the Securities Notes to maturity or redemption, as the case may be; (3) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(66.01(h) or (7i) with respect to the Company Issuer occurs that which is continuing at the end of the period; (4) no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect thereto; (5) the deposit does not constitute a default under any other material agreement or instrument binding on the CompanyIssuer and is not prohibited by Article 10; (65) the Company Issuer 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 Issuer Act of 19401940 (or the Canadian equivalent); (76) in the case of the legal defeasance option, the Company Issuer shall have delivered to the Trustee an Opinion of Counsel stating that that, subject to customary assumptions and exclusions, (i) the Company Issuer has received from, or there has been published by, the Internal Revenue Service or Canadian Customs and Revenue Agency a ruling, or (ii) since the date of this Indenture there has been a change in the applicable U.S. federal 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 Securityholders Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred; (8) 7) in the case of the covenant defeasance option, the Company Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that that, subject to customary assumptions and exclusions, the Securityholders Holders will not recognize income, gain or loss for U.S. or Canadian federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. or Canadian federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; and (9) 8) the Company Issuer delivers 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 of the Securities Notes as contemplated by this Article VIII 8 have been complied with. Before or after a deposit, the Company Issuer may make arrangements satisfactory to the Trustee for the redemption of Securities Notes at a future date in accordance with Article III3.

Conditions to Defeasance. The Company may exercise its legal defeasance option set forth in Section 8.02 or its the covenant defeasance option set forth in Section 8.03 may be exercised only if: (1a) the Company Issuers irrevocably deposits deposit in trust with the Trustee money immediately available U.S. Dollars or U.S. Government Obligations Obligations, in each case, sufficient without consideration of reinvestment, for the payment of principal of and premium, if any, interest and interest premium on the Securities Notes to (but not including) maturity or redemption, as the case may beredemption within one year; (2b) the Company delivers Issuers deliver to the Trustee in accordance with Section 12.02 a certificate from a nationally recognized firm of independent certified public accountants expressing their opinion that the payments of principal, premium, if any, and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay the principal, premium, if any, of and interest and premium on when due on all the Securities Notes to be defeased to (but not including) maturity or redemption, as the case may be; (3c) 123 days pass after the deposit is made made, and during the 123-day period period, no Default specified described in Section 6.01(66.01(7) or and (7) 8) occurs with respect to the Company occurs that an Issuer or any other Person making such deposit which is continuing at the end of the period; (4d) no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect thereto; (5e) the such deposit does not constitute a default under any other agreement or instrument binding on the CompanyCompany or any of its Restricted Subsidiaries; (6f) the Company delivers Issuers deliver to the Trustee in accordance with Section 12.02 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; (7g) in the case of the legal defeasance option, the Company shall have delivered Issuers deliver to the Trustee in accordance with Section 12.02 an Officers’ Certificate and Opinion of Counsel stating that that: (i1) the Company has Issuers have received from, or there has been published by, from the Internal Revenue Service a ruling, or ; or (ii2) since the date of this Indenture Indenture, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Securityholders Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times time as would have been the case if such defeasance had has not occurred; (8) h) in the case of the covenant defeasance option, the Company shall have delivered Issuers deliver to the Trustee in accordance with Section 12.02 an Opinion of Counsel to the effect that the Securityholders Holders 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 manner, and at the same times as would have been the case if such covenant defeasance had not occurred; and (9i) the Company delivers Issuers deliver to the Trustee in accordance with Section 12.02 an Officers' ’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities Notes have been complied with as contemplated required by this Article VIII have been complied with. Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of Securities at a future date in accordance with Article III8.

Conditions to Defeasance. The Company Issuer may exercise its the legal defeasance option or its the covenant defeasance option only if: (1a) the Company The Issuer irrevocably deposits in trust or causes to be deposited with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders (the ―defeasance trust‖) pursuant to an irrevocable trust and security agreement in form and substance satisfactory to the Trustee, money or U.S. Government Obligations Obligations, or a combination thereof, sufficient for the payment of principal of and premium, if any, and interest on all the Securities to maturity Notes on an Optional Redemption Date or redemptionat Maturity, as the case may be; (2b) the Company The Issuer delivers to the Trustee a certificate from a nationally an internationally recognized firm of independent accountants expressing their opinion that the payments of principal, premium, if any, principal of and interest on the Notes when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will and after payment of all federal, state and local taxes or other charges or assessments in respect thereof payable by the Trustee shall provide cash at such times and in such amounts as will shall be sufficient to pay the principal, premium, if any, principal of and interest on all the Notes when due on all the Securities to maturity an Optional Redemption Date or redemptionat Maturity, as the case may be; (3c) 123 days pass after the deposit is made in accordance with the terms of Section 7.02(a) and during the such 123-day period no Default or Event of Default specified in Section 6.01(65.01(f) or (7) with respect to the Company occurs that which is continuing at the end of the period; (4d) no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect thereto; (5e) the deposit does not constitute a default or event of default under any other agreement or instrument binding on the CompanyIssuer; (6f) the Company The Issuer delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is not qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (7g) The Issuer delivers to the Trustee Opinions of Counsel stating that, under Brazilian law, Holders (other than Brazilian persons) shall not recognize gain for Brazilian tax purposes and payments from the defeasance trust to any such Holder shall not be subject to withholding payments under Brazilian law; (h) in the case of the legal defeasance option, the Company shall have delivered Issuer delivers to the Trustee an Opinion of Counsel of recognized standing with respect to U.S. federal income tax matters stating that (i) the Company Issuer has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Securityholders will Holders shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and defeasance and will shall 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 had not occurred; (8) i) in the case of the covenant defeasance option, the Company shall have delivered Issuer delivers to the Trustee an Opinion of Counsel of recognized standing with respect to U.S. federal income tax matters to the effect that the Securityholders will Holders shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such covenant defeasance and will shall 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 covenant defeasance had not occurred; (j) the Issuer delivers to the Trustee an Opinion of Counsel, in form and substance reasonably satisfactory to Trustee, to the effect that, after the passage of 123 days following the deposit, the trust funds shall not be subject to any applicable bankruptcy, insolvency, reorganization or similar law affecting creditors’ rights generally; and (9k) the Company Issuer 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 Securities Notes as contemplated by this Article VIII 7 have been complied with. Before or after a deposit, the Company Issuer may make arrangements satisfactory to the Trustee for the redemption of Securities Notes at a future date in accordance with Article III3.

Conditions to Defeasance. The Company Issuers may exercise its ------------------------- their legal defeasance option or its their covenant defeasance option only if: (1) the Company Issuers irrevocably deposits deposit in trust with the Trustee money in U.S. Dollars or U.S. Government Obligations for the payment of principal of and principal, premium, if any, interest and interest Additional Amounts, if any, on the Securities to maturity or redemption, as the case may be; (2) the Company delivers Issuers deliver to the Trustee a certificate from a nationally an internationally recognized firm of independent accountants expressing their opinion that the payments of principal, premium, if any, principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will shall provide cash at such times and in such amounts as will shall be sufficient to pay the principal, premium, if any, principal and interest when due on all the Securities to maturity or redemption, as the case may be; (3) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(66.01(7) or (7) 8) with respect to the Company Issuers occurs that which is continuing at the end of the period; (4) no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect thereto; (5) the deposit does not constitute a default under any other agreement or instrument binding on the CompanyIssuers; (65) the Company delivers 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 Company Act of 1940; (76) in the case of the legal defeasance option, the Company Issuers shall have delivered to the Trustee an Opinion of Counsel stating that (i) (A) the Company has Issuers have received from, or there has been published by, the Internal Revenue Service a ruling, or (iiB) since the date of this Indenture Closing Date there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Securityholders will shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such defeasance and will shall be subject to U.S. federal income tax and income tax under applicable law of The Netherlands on the same amountsamount, in the same manner and at the same times as would have been the case if such defeasance had not occurred, (ii) after the 91st day following the deposit, trust funds shall not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally under applicable U.S. federal or state law or applicable law of The Netherlands and that the Trustee has a perfected security interest in such trust funds for the ratable benefit of holders of the Securities and (iii) payments from the defeasance trust shall be free and exempt from any and all withholding taxes and other income taxes of whatever nature imposed or levied by or on behalf of The Netherlands or any political subdivision thereof or therein having the power to tax; (8) 7) in the case of the covenant defeasance option, the Company Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that the Securityholders will Security holders shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such covenant defeasance and will shall be subject to U.S. federal income tax and income tax under applicable law of The Netherlands on the same amountsamount, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred, (ii) after the 91st day following the deposit, trust funds shall not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally under applicable U.S. federal or state law or applicable law of The Netherlands and that the Trustee has a perfected security interest in such trust funds for the ratable benefit of holders of the Securities and (iii) payments from the defeasance trust shall be free and exempt from any and all withholding taxes and other income taxes of whatever nature imposed or levied by or on behalf of The Netherlands or any political subdivision thereof or therein having the power to tax; and (9) 8) the Company delivers 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 Securities as contemplated by this Article VIII 8 have been complied with. Before or after a deposit, the Company Issuers may make arrangements satisfactory to the Trustee for the redemption of Securities at a future date in accordance with Article III3.

Conditions to Defeasance. The Company SRI may exercise its legal defeasance option or its covenant defeasance option only if: (1i) the Company SRI irrevocably deposits in trust with the Trustee money or U.S. Government Obligations for the payment of principal of and premiumprincipal, premium (if any, ) and interest on the Securities Notes to maturity or redemption, as the case may be; (2ii) the Company SRI delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal, premium, if any, principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay the principal, premium, if any, principal and interest when due on all the Securities Notes to maturity or redemption, as the case may be; (3iii) 123 91 days pass after the deposit is made and during the 12391-day period no Default specified in Section 6.01(67.01(g) or (7Section 7.01(h) in either case with respect to the Company Stage or SRI occurs that which is continuing at the end of the period; (4) no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect thereto; (5iv) the deposit does not constitute a default under any other agreement or instrument binding on the CompanyStage or SRI; (6v) the Company SRI 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 U.S. Investment Company Act of 1940, as amended; (7vi) in the case of the legal defeasance option, the Company SRI shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (i1) the Company SRI has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii2) since the date of this Indenture there has been a change in the applicable U.S. federal Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Securityholders Holders of Notes will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such defeasance and will be subject to U.S. 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 defeasance had not occurred; (8) vii) in the case of the covenant defeasance option, the Company SRI shall have delivered to the Trustee an Opinion of Counsel in the United States to the effect that the Securityholders Holders of Notes will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; and (9viii) the Company SRI 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 Securities Notes as contemplated by this Article VIII IX have been complied with. Before or after a deposit, the Company SRI may make arrangements satisfactory to the Trustee for the redemption of Securities the Notes at a future date in accordance with Article III.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option only if: (1a) the Company irrevocably deposits in trust with the Trustee money or U.S. Government Obligations for the payment of principal of and premium, if anyof, and interest on on, the Securities to maturity or redemption, as the case may be; (2b) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent certified public accountants expressing their opinion that the payments of principal, premium, if any, principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay the principal, premium, if any, principal and interest when due on all the Securities to maturity or redemption, as the case may be; (3c) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(66.01(f) or (76.01(g) occurs with respect to the Company occurs that or any other Person making such deposit which is continuing at the end of the period; (4d) no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect thereto; (5e) the such deposit does not constitute a default under any other agreement or instrument binding on the Company; (6f) 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; (7g) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that that (i1) the Company has received from, or there has been published by, from the Internal Revenue Service a ruling, or ; or (ii2) since the date of this Indenture there has been a change in the applicable U.S. federal Federal income tax law, to the effect, in either case to the effect case, that, and based thereon such Opinion of Counsel shall confirm that, the Securityholders Holders will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such defeasance and will be subject to U.S. 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 defeasance had not occurred; (8) h) 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 Securityholders Holders will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; and (9i) 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 Securities as contemplated by this Article VIII have been complied with. Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of Securities at a future date in accordance with Article III.

Conditions to Defeasance. (a) The Company may exercise its legal defeasance option or its covenant defeasance option only if: (1i) the Company irrevocably deposits in trust with the Trustee money or cash in U.S. dollars, U.S. Government Obligations for or a combination thereof sufficient to pay the payment of principal of and premium, premium (if any, ) and interest on the Securities to Notes when due at maturity or redemption, as the case may be; (2ii) with respect to U.S. Government Obligations or a combination of money and U.S. Government Obligations, the Company delivers to the Trustee a written certificate from a nationally recognized firm of independent accountants an Independent Financial Advisor delivered to the Trustee expressing their its opinion that the payments of principal, premium, if any, principal and interest when due and without reinvestment on of the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay the principal, premium, if any, and interest when due on all the Securities Notes to maturity or redemption, as the case may be; provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to 11:00 a.m., New York City time, on the date of the redemption; (3iii) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(66.01(f) or (7g) with respect to the Company occurs that is continuing at the end of the period; (4) no Default shall have occurred or Event of Default has occurred and is continuing on the date of such deposit and after giving effect theretodeposit; (5iv) the deposit does not constitute a default under any other material agreement or instrument binding on the Company; (6v) the Company delivers shall have delivered 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; (7) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii2) since the date of this Indenture there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Securityholders beneficial owners will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to U.S. federal income tax on the same amounts, amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred. Notwithstanding the foregoing, the Opinion of Counsel required by the immediately preceding sentence with respect to a 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, or if redeemable at the option of the Company, are to be called for redemption 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; (8) vi) such exercise does not impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Notes on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s Notes; (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 Securityholders beneficial owners will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such covenant deposit and defeasance and will be subject to U.S. federal income tax on the same amounts, amount and in the same manner and at the same times as would have been the case if such covenant deposit and defeasance had not occurred; and (9viii) 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 Securities Notes to be so defeased and discharged as contemplated by this Article VIII have been complied with. . (b) Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of Securities such Notes at a future date in accordance with Article III.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option only if: (1) the Company irrevocably deposits in trust with the Trustee money or U.K. Government Obligations or U.S. Government Obligations for the payment of principal of and premium, if any, and interest on the Securities to maturity or redemption, as the case may be; (2) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal, premium, if any, principal and interest when due and without reinvestment on the deposited U.K. Government Obligations or U.S. Government Obligations plus any deposited money without 64 investment will provide cash at such times and in such amounts as will be sufficient to pay the principal, premium, if any, principal and interest when due on all the Securities to maturity or redemption, as the case may be; (3) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(6Sections 6.01(8) or (79) with respect to the Company occurs that which is continuing at the end of the period; (4) no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect thereto; (5) the deposit does not constitute a default under any other agreement or instrument binding on the Company; (65) 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 U.S. Investment Company Act of 1940; (76) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (iA) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (iiB) since the date of this Indenture there has been a change in the applicable U.S. federal Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Securityholders will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such defeasance and will be subject to U.S. 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 defeasance had not occurred; (8) 7) 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 Securityholders will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; (8) the Company delivers to the Trustee an Opinion of Counsel in the U.K. to the effect that (A) Holders will not recognize income, gain or loss for U.K. income tax purposes as a result of such deposit and defeasance, and will be subject to U.K. income tax 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; and (9) 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 Securities as contemplated by this Article VIII 8 have been complied with. Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of Securities at a future date in accordance with Article III3.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option only if: (1) the Company irrevocably deposits in trust with the Trustee money or Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, U.S. Government Obligations for the payment of principal of and premiumor a combination thereof, if any, and interest on the Securities to maturity or redemption, as the case may be; (2) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal, premium, if any, and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient (without reinvestment) as confirmed, certified or attested to by an Independent Financial Advisor in writing to the Trustee to pay the principalprincipal of, premium, if any, premium and interest when due on all the Securities to maturity on the stated date for payment or redemptionon the redemption date of the principal or installment of principal of, as premium or interest on the case may beSecurities; (32) 123 days pass after in the deposit is made and during the 123-day period no Default specified in Section 6.01(6) or (7) with respect to the Company occurs that is continuing at the end case of the period; (4) no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect thereto; (5) the deposit does not constitute a default under any other agreement or instrument binding on the Company; (6) Legal Defeasance, 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; (7) in the case of the legal defeasance option, the Company shall have delivered United States reasonably acceptable to the Trustee an Opinion of Counsel stating confirming that (ia) the Company has received from, or there has been published by, by the Internal Revenue Service Service, a ruling, or (iib) since the date of this Indenture Issue Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such this Opinion of Counsel shall confirm that, the Securityholders Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such defeasance Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance Legal Defeasance had not occurred; (8) 3) in the case of the covenant defeasance optionCovenant Defeasance, the Company shall have delivered delivers to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the effect Trustee confirming that the Securityholders Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such covenant defeasance 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 covenant defeasance Covenant Defeasance had not occurred; and; (94) (a) no Default has occurred and is continuing on the date of such deposit or will occur as a result of such deposit (other than a 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) and (b) the deposit will not result in a breach or violation of, or constitute a default under, the Revolving Credit Facility or any other material agreement or material 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; (5) the Legal Defeasance or Covenant Defeasance does 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 (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 (7) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all the conditions precedent to provided for in, in the defeasance and discharge case of the Securities as contemplated by this Article VIII Officers’ Certificate, Section 8.02(1)–(6) and, in the case of the Opinion of Counsel, Section 8.02(2) and/or (3) and (5) have been complied with. Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of the Securities at a future date in accordance with Article III3.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option only if: (1i) the Company irrevocably deposits in trust with the Trustee money or U.S. Government Obligations for the payment of principal of and premium, if any, and interest on the Securities to maturity or redemption, as the case may be; (2ii) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent certified public accountants expressing their opinion that the payments of principal, premium, if any, principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay the principal, premium, if any, principal and interest when due on all the Securities to maturity or redemption, as the case may be; (3iii) 123 91 days pass after the deposit is made and during the 12391-day period no Default specified in Section 6.01(66.01(vii) or (7viii) occurs with respect to the Company occurs that Company, which is continuing at the end of the period; (4iv) no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect thereto; (5v) the such deposit does not constitute a default under any other agreement or instrument binding on the CompanyCompany and is not prohibited by Article 10 or 11; (6vi) 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; (7vii) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (ia) the Company has received from, or there has been published by, from the Internal Revenue Service a ruling, or (iib) since the date of this Indenture there has been a change in the applicable U.S. federal income tax law, in either case case, to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Securityholders Holders of the Securities will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; (8) viii) 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 Securityholders Holders of the Securities 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 covenant defeasance had not occurred; and (9ix) 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 Securities as contemplated by this Article VIII 8 have been complied with. Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of Securities at a future date in accordance with Article III3.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option only if: (1) the Company irrevocably deposits in trust with the Trustee money U.S. dollars or U.S. Government Obligations for the payment of principal of and premium, if any, and interest on the Securities to maturity or redemption, as the case may be; (2) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal, premium, if any, principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money U.S. dollars without investment will provide cash at such times and in such amounts as will be sufficient to pay the principal, premium, if any, principal and interest when due on all the Securities to maturity or redemption, as the case may be; (3) 123 91 days pass after the deposit is made and during the 12391-day period no Event of Default or Default specified in Section 6.01(6Sections 6.01(g) or (7h) with respect to the Company occurs that which is continuing at the end of the period; (4) no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect thereto; (5) the deposit does not constitute a breach, violation or default under any other agreement or instrument binding on the Company; (65) the Company delivers to the Trustee an Opinion of Counsel to the effect that neither the Trustee nor the trust resulting from the deposit does not constitutewill be required to register as, or is qualified as, a 66 regulated investment company under the Investment Company Act of 19401940 as a result of such legal defeasance or covenant defeasance; (76) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (iA) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (iiB) since the date of this Indenture there has been a change in the applicable U.S. federal Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Securityholders will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such defeasance and will be subject to U.S. 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 defeasance had not occurred; (8) 7) 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 Securityholders will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; and (9) 8) 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 Securities as contemplated by this Article VIII 8 have been complied with. Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of Securities at a future date in accordance with Article III3.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option only if: (1a) the Company irrevocably deposits in trust with the Trustee money or U.S. Government Obligations for the payment of principal of and premium, if any, and interest on the Securities to maturity or redemption, as the case may be; (2b) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent certified public accountants expressing their opinion that the payments of principal, premium, if any, principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay the principal, premium, if any, principal and interest when due on all the Securities to maturity or redemption, as the case may be; (3c) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(66.01(f) or (76.01(g) occurs with respect to the Company occurs that or any other Person making such deposit which is continuing at the end of the period; (4d) no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect thereto; (5e) the such deposit does not constitute a default under any other agreement or instrument binding on the Company; (6f) 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; (7g) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that that (i1) the Company has received from, or there has been published by, from the Internal Revenue Service a ruling, or ; or (ii2) since the date of this Indenture there has been a change in the applicable U.S. federal Federal income tax law, to the effect, in either case to the effect case, that, and based thereon such Opinion of Counsel shall confirm that, the Securityholders Holders will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such defeasance and will be subject to U.S. 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 defeasance had not occurred; (8) h) 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 Securityholders Holders will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; and (9i) 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 Securities as contemplated by this Article VIII have been complied with. Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of Securities at a future date in accordance with Article III.