Common use of Conditions to Defeasance Clause in Contracts

Conditions to Defeasance. The Issuer may exercise its legal defeasance option or its covenant defeasance option only if: (1) the Issuer shall have deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making payment on such Notes an amount of cash or Government Securities as will, together with the income to accrue thereon and reinvestment thereof, be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay, satisfy and discharge the entire principal, interest, if any, premium, if any and any other sums due to the Stated Maturity or an optional redemption date of the Notes; (2) 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 and the granting of Liens to secure such borrowing); (3) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over its other creditors or with the intent of defeating, hindering, delaying, or defrauding any of its other creditors or others; (4) the Issuer shall have delivered to the Trustee, (a) an Opinion of Counsel acceptable to the Trustee in its reasonable judgment or an advance tax ruling from the Canada Revenue Agency (or successor agency) to the effect that the Holders of outstanding Notes will not recognize income, gain or loss for Canadian income tax purposes as a result of such legal defeasance or covenant defeasance, as the case may be, and will be subject to Canadian federal income tax on the same amounts, in the same manner, and at the same times as would have been the case if such legal defeasance or covenant defeasance, as the case may be, had not occurred; (b) in the case of legal defeasance, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that (i) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the 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 will confirm that, the Holders of 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; and (c) in the case of covenant defeasance, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that the Holders of 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 in the case if such covenant defeasance had not occurred; (5) the Issuer shall have satisfied the Trustee that it has paid, caused to be paid or made provisions for the payment of all applicable expenses of the Trustee; (6) such legal defeasance option or covenant defeasance option will not result in a breach or violation of, or constitute a Default under, any material agreement or instrument (other than this Indenture) to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound; and (7) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that all conditions precedent relating to the legal defeasance option or the covenant defeasance option, as the case may be, have been complied with.

Conditions to Defeasance. The Issuer may In order to exercise its legal defeasance option either Legal Defeasance or its covenant defeasance option only ifCovenant Defeasance: (1i) the Issuer shall have deposited or caused to be deposited Company must irrevocably deposit with the Trustee as trust funds or property Trustee, in trust trust, for the purpose benefit of making payment on such Notes an amount the Holders of the Notes, cash in U.S. dollars, non-callable Government Securities, or Government Securities as will, together with the income to accrue thereon and reinvestment a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to paypay the principal of, satisfy and discharge the entire principal, interestpremium, if any, premium, if any and any other sums interest due to on the outstanding Notes at their Stated Maturity or on the applicable Redemption Date, 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 optional redemption amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the Notesnotice of redemption, with any Applicable Premium Deficit being required to be deposited with the Trustee only on or prior to the Redemption Date, and the amount of such Applicable Premium Deficit shall be set forth in an Officers’ Certificate delivered to the Trustee concurrently with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption), and the Company must specify whether the Notes are being defeased to maturity or to a particular Redemption Date; (2ii) no Default or Event in the case of Default shall have occurred and be continuing on Legal Defeasance, the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the granting of Liens to secure such borrowing); (3) the Issuer Company shall have delivered to the Trustee an Officer’s Certificate stating that opinion of counsel in the deposit was not made by the Issuer with the intent of preferring the Holders over its other creditors or with the intent of defeating, hindering, delaying, or defrauding any of its other creditors or others; (4) the Issuer shall have delivered to the Trustee, (a) an Opinion of Counsel United States reasonably acceptable to the Trustee in its reasonable judgment or an advance tax ruling from the Canada Revenue Agency (or successor agency) to the effect that the Holders of outstanding Notes will not recognize incomeconfirming that, gain or loss for Canadian income tax purposes as a result of such legal defeasance or covenant defeasance, as the case may be, and will be subject to Canadian federal income tax on the same amountscustomary assumptions and exclusions, in the same manner, and at the same times as would have been the case if such legal defeasance or covenant defeasance, as the case may be, had not occurred; (b) in the case of legal defeasance, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that (i1) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (ii2) since the 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 opinion of Counsel will counsel shall confirm that, the Holders of outstanding Notes will shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such legal defeasance Legal 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 legal defeasance Legal Defeasance had not occurred; and ; (ciii) in the case of covenant defeasanceCovenant Defeasance, the Company shall have delivered to the Trustee an Opinion opinion of Counsel counsel in the United States reasonably acceptable to the Trustee in its reasonable judgment confirming that, subject to the effect that customary assumptions and exclusions, the Holders of outstanding Notes will shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such covenant defeasance 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 in the case if such covenant defeasance Covenant Defeasance had not occurred; (5iv) the Issuer no Default shall have satisfied occurred and be continuing on the Trustee that it has paid, caused date of such deposit (other than a Default resulting from the borrowing of funds to be paid or made provisions for the payment of all applicable expenses of the Trusteeapplied to such deposit); (6v) such legal defeasance option Legal Defeasance or covenant defeasance option will Covenant Defeasance shall not result in a breach or violation of, or constitute a Default under, default under any material agreement or instrument (other than this Indenture) to which the Issuer Company or any of its Subsidiaries is a party or by which the Issuer Company or any of its Subsidiaries is bound; and; (7vi) the Issuer Company shall have delivered to the Trustee an Officer’s Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes over the other creditors of the Company or the Guarantors with the intent of defeating, hindering, delaying or defrauding creditors of the Company or any Guarantor or others; and (vii) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (which opinion may be subject to customary assumptions and exclusions), each stating that all conditions precedent provided for relating to the legal defeasance option Legal Defeasance or the covenant defeasance optionCovenant Defeasance, as the case may be, have been complied with. Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of Notes at a future date in accordance with Article III.

Conditions to Defeasance. (a) The Issuer Company may exercise its legal defeasance option or its covenant defeasance option only if: (1i) the Issuer shall have deposited or caused to be deposited Company irrevocably deposits in trust with the U.S. Trustee as trust funds or property money in trust for the purpose of making payment on such Notes an amount sufficient or U.S. Government Obligations, the principal of cash or Government Securities as will, together with the income to accrue thereon and reinvestment thereof, interest on which shall be sufficient, in or a combination thereof sufficient to pay the opinion of principal of, and premium (if any), and interest, on the Notes when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii) the Company delivers to the U.S. Trustee a certificate from a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to paya nationally recognized investment bank or a nationally recognized appraisal or valuation firm, satisfy and discharge the entire principal, interest, if any, premium, if any and any other sums due with customary assumptions expressing their opinion to the Stated Maturity effect that the payments of 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 principal and interest when due on all the Notes to maturity or an optional redemption date of redemption, as the Notescase may be; (2iii) the Company delivers to the Trustees an Opinion of Counsel in Canada to the effect that: the beneficial owners of the notes will not recognize income, gain or loss for Canadian federal income tax purposes as a result of the defeasance or covenant defeasance; and the defeasance or covenant defeasance will not otherwise alter those beneficial owners’ Canadian federal income tax treatment of principal and interest payments on the notes; (iv) such defeasance or covenant defeasance does not result in a breach or violation of, or constitute a default under, any indenture or other agreement or instrument for borrowed money to which the Company is a party or by which the Company is bound (other than a default or event of default resulting from the borrowing of funds to be applied to such deposit and any simultaneous deposit relating to other indebtedness and, in each case, the granting of Liens in connection therewith); (v) no Default or Event of Default shall have under this Indenture has occurred and be is continuing on the date of after giving effect to such deposit defeasance or covenant defeasance (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any simultaneous deposit relating to other indebtedness and, in each case, the granting of Liens to secure such borrowingin connection therewith); (3vi) the Issuer Company is not an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada) and is not insolvent, unable to pay its debts in full or on the eve of insolvency under applicable provincial law on the date of such deposit; (vii) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over its other creditors or with the intent of defeating, hindering, delaying, or defrauding any of its other creditors or others; (4) the Issuer shall have delivered to the Trustee, (a) Trustees an Opinion of Counsel acceptable to the Trustee in its reasonable judgment or an advance tax ruling from the Canada Revenue Agency (or successor agency) to the effect that the Holders of outstanding Notes will not recognize income, gain or loss for Canadian income tax purposes as a result of such legal defeasance or covenant defeasance, as the case may be, and will be subject to Canadian federal income tax on the same amounts, in the same manner, and at the same times as would have been the case if such legal defeasance or covenant defeasance, as the case may be, had not occurred; (b) in the case of legal defeasance, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that (iA) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (iiB) since the Issue Date, 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 will shall confirm that, the Holders beneficial owners of outstanding the Notes will not recognize income, gain or loss for U.S. United States federal income tax purposes as a result of such legal defeasance and that such defeasance will be subject to U.S. not otherwise alter those beneficial owners’ United States federal income tax treatment of principal and interest payments on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; and Notes; (cviii) in the case of the covenant defeasancedefeasance option, the Company shall have delivered to the Trustees an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that the Holders beneficial owners of outstanding the Notes will not recognize income, gain or loss for U.S. United States federal income tax purposes as a result of such covenant defeasance and that such defeasance will be subject to U.S. not otherwise alter those beneficial owners’ United States federal income tax treatment of principal and interest payments on the same amounts, in the same manner and at the same times as would have been in the case if such covenant defeasance had not occurred; (5) the Issuer shall have satisfied the Trustee that it has paid, caused to be paid or made provisions for the payment of all applicable expenses of the Trustee; (6) such legal defeasance option or covenant defeasance option will not result in a breach or violation of, or constitute a Default under, any material agreement or instrument (other than this Indenture) to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is boundNotes; and (7ix) the Issuer shall have delivered Company delivers to the Trustee Trustees an Officer’s Officers’ Certificate stating and an Opinion of Counsel, each to the effect that all conditions precedent relating to the legal such defeasance option or the covenant defeasance option, as the case may be, contemplated by this Article 8 have been complied with. (b) In connection with any defeasance or covenant defeasance involving a redemption that requires the payment of the Applicable Premium, the amount deposited with the U.S. Trustee as provided in Section 8.2(a)(i) in respect of such Applicable Premium shall be sufficient if equal to the Applicable Premium calculated as of the date of deposit, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the U.S. Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption.

Conditions to Defeasance. The Issuer may In order to exercise its legal defeasance option either Legal Defeasance or its covenant defeasance option only ifCovenant Defeasance with respect to the outstanding Notes: (1a) the Issuer shall Company must irrevocably have deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefits of the Holders of such Notes: (1) money in an amount, or (2) U.S. Government Obligations, which through the scheduled payment on such Notes of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount of cash or Government Securities as will, together with the income to accrue thereon and reinvestment (3) a combination thereof, be sufficientin each case sufficient without reinvestment, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountantsaccountants expressed in a written certification thereof delivered to the Trustee and in form and substance reasonably acceptable to the Trustee, to paypay and discharge, satisfy and discharge which shall be applied by the Trustee to pay and discharge, the entire principal, interestindebtedness in respect of the principal of and premium, if any, premium, if any and any other sums due to interest on such Notes on the Stated Maturity thereof or an optional (if the Company has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption date by the Trustee in the name and at the expense of the Company) the Redemption Date thereof, as the case may be, in accordance with the terms of this Indenture and the Notes; (2b) no Default or Event in the case of Default shall have occurred and be continuing on Legal Defeasance, the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the granting of Liens to secure such borrowing); (3) the Issuer Company shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over its other creditors or with the intent of defeating, hindering, delaying, or defrauding any of its other creditors or others; (4) the Issuer shall have delivered to the Trustee, (a) an Opinion of Counsel acceptable satisfactory to the Trustee in its reasonable judgment or an advance tax ruling from the Canada Revenue Agency (or successor agency) to the effect that the Holders of outstanding Notes will not recognize income, gain or loss for Canadian income tax purposes as a result of such legal defeasance or covenant defeasance, as the case may be, and will be subject to Canadian federal income tax on the same amounts, in the same manner, and at the same times as would have been the case if such legal defeasance or covenant defeasance, as the case may be, had not occurred; (b) in the case of legal defeasance, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect stating that (i1) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (ii2) since the Issue Datedate of this Indenture, there has been a change in the applicable U.S. United States federal income tax law, in either case (1) or (2) to the effect that, and based thereon such Opinion of Counsel will opinion shall confirm that, the Holders of outstanding the Notes will not recognize income, gain or loss for U.S. United States federal income tax purposes as a result of the deposit and Legal Defeasance to be effected with respect to such legal defeasance Notes and will be subject to U.S. United States federal income tax on the same amountsamount, in the same manner and at the same times as would have been be the case if such legal defeasance had deposit and Legal Defeasance were not occurred; and to occur; (c) in the case of covenant defeasanceCovenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that the Holders of such outstanding Notes will not recognize income, gain or loss for U.S. United States federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such covenant defeasance Notes and will be subject to U.S. United States federal income tax on the same amountsamount, in the same manner and at the same times as would have been in be the case if such covenant defeasance had deposit and Covenant Defeasance were not occurredto occur; (5d) no Default or Event of Default with respect to the Issuer outstanding Notes shall have satisfied occurred and be continuing at the Trustee that it has paid, caused to be paid or made provisions for the payment time of all applicable expenses of the Trusteesuch deposit after giving effect thereto; (6e) such legal defeasance option Legal Defeasance or covenant defeasance option will Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all Notes are in default within the meaning of such Act); (f) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a Default default under, any material agreement or material instrument (other than this Indenture) to which the Issuer or any of its Subsidiaries Company is a party or by which the Issuer or any of its Subsidiaries Company is bound; and (7g) the Issuer Company shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel in form and substance reasonably acceptable to the Trustee, each stating that all conditions precedent relating with respect to the legal defeasance option such Legal Defeasance or the covenant defeasance option, as the case may be, Covenant Defeasance have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause (b) of this Section 9.02 with respect to a Legal Defeasance need not to be delivered if all Notes not previously delivered to the Trustee for cancellation (x) have become due and payable, or (y) will become due and payable within one year at Stated Maturity or 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.

Conditions to Defeasance. The Issuer may exercise its legal defeasance option shall be deemed to have paid and shall be discharged from any and all obligations in respect of the Notes on the 183rd day after the deposit referred to below, and the provisions of this Indenture will no longer be in effect with respect to the Notes (except for, among other matters, certain obligations to register the transfer or its covenant defeasance option only exchange of the Notes, to replace stolen, lost or mutilated Notes, to maintain paying agencies, to indemnify the Trustee and to hold monies for payment in trust) if, among other things: (1a) the Issuer shall have deposited or caused to be (i) has irrevocably deposited with the Trustee as trust funds Trustee, in trust, cash in U.S. dollars, U.S. Government Obligations or property a combination thereof that through the payment of interest and principal in trust for the purpose of making payment on such Notes respect thereof in accordance with their terms will provide money in an amount of cash or Government Securities as willsufficient to pay the principal of, together with the income to accrue thereon and reinvestment thereof, be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay, satisfy and discharge the entire principal, interestpremium, if any, premium, if any and any other sums due to accrued interest on the Notes on the Stated Maturity or an optional redemption date of the Notes; (2) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event payments in accordance with the terms of Default resulting from the borrowing of funds to be applied to such deposit this Indenture and the granting of Liens to secure such borrowing); Notes and (3ii) the Issuer shall have delivered delivers to the Trustee an Officer’s Certificate stating Opinion of Counsel or a certificate of an internationally recognized firm of independent accountants to the effect that the deposit was not made amount deposited by the Issuer is sufficient to provide payment for the principal of, premium, if any, and accrued interest on, the Notes on the Stated Maturity of such payment in accordance with the intent terms of preferring the Holders over its other creditors or with the intent of defeating, hindering, delaying, or defrauding any of its other creditors or others; (4) the Issuer shall have delivered to the Trustee, (a) this Indenture and an Opinion of Counsel acceptable to the Trustee in its reasonable judgment or an advance tax ruling from the Canada Revenue Agency (or successor agency) to the effect that the Holders of outstanding Notes will not recognize incomehave a valid, gain or loss for Canadian income tax purposes as a result of perfected, exclusive Lien over such legal defeasance or covenant defeasance, as the case may be, and will be subject to Canadian federal income tax on the same amounts, in the same manner, and at the same times as would have been the case if such legal defeasance or covenant defeasance, as the case may be, had not occurred; trust; (b) in the case of legal defeasance, Issuer has delivered to the Trustee an Opinion of Counsel acceptable of recognized standing with respect to the Trustee in its reasonable judgment U.S. federal income tax matters stating that, subject to the effect that customary assumptions and exclusions, (i) the Issuer has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the Issue Date, 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 that the beneficial owners of Counsel will confirm that, the Holders of outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such legal defeasance the Issuer’s exercise of its option under this Section 8.02 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 time as would have been the case if such legal defeasance had not occurred; and (c) in the case of covenant defeasancedeposit, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that the Holders of 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 in the case if such covenant defeasance discharge had not occurred; (5) the Issuer shall have satisfied the Trustee that it has paid, caused to be paid or made provisions for the payment of all applicable expenses of the Trustee; (6) such legal defeasance option or covenant defeasance option will not result in a breach or violation of, or constitute a Default under, any material agreement or instrument (other than this Indenture) to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound; and (7c) the Issuer shall have delivered to the Trustee an Officer’s 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; (d) immediately after giving effect to such deposit on a pro forma basis, no Event of Default, or event that after the giving of notice or lapse of time or both would become an Event of Default, shall have occurred and be continuing on the date of such deposit or during the period ending on the 183rd day after the date of such deposit, and such defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Parent Guarantor or any of the Restricted Subsidiaries is a party or by which the Parent Guarantor or any of the Restricted Subsidiaries is bound; and (e) the Issuer shall have delivered to the Trustee an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent relating to the legal such defeasance option or the covenant defeasance option, as and discharge have been satisfied. In the case may beof either discharge or defeasance of the Notes, have been complied witheach of the Subsidiary Guarantees, and any Liens pertaining to such Subsidiary Guarantees, will terminate and be released.

Conditions to Defeasance. The Issuer may In order to exercise its legal defeasance option either Legal Defeasance or its covenant defeasance option only ifCovenant Defeasance with respect to the outstanding Notes: (1a) the Issuer shall Company must irrevocably have deposited or caused to be deposited with the Trustee as trust funds or property Paying Agent in trust for the purpose of making the following payment, specifically pledged as security for, and dedicated solely to the benefit of, the Holders of such Notes: (1) money in euro in an amount, or (2) European Government Obligations, which through the scheduled payment on such Notes of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount of cash or Government Securities as will, together with the income to accrue thereon and reinvestment (3) a combination thereof, be sufficientin each case sufficient without reinvestment, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountantsaccountants (or, if two or more nationally recognized firms of independent public accountants decline to issue such opinion after the Company has made reasonable efforts to obtain such an opinion, in the opinion of the Company's chief financial officer) expressed in a written certification thereof delivered to the Trustee and Paying Agent and in form and substance reasonably acceptable to the Trustee and Paying Agent, to paypay and discharge, satisfy and discharge which shall be applied by the Trustee and Paying Agent to pay and discharge, the entire principal, interestindebtedness in respect of the principal of and premium, if any, premium, if any and any other sums due to interest on such Notes on the Stated Maturity thereof or an optional (if the Company has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption date by the Trustee in the name and at the expense of the Company) the Redemption Date thereof, as the case may be, in accordance with the terms of this Indenture and the Notes; (b) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel satisfactory to the Trustee stating that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (2) since the date of this Indenture, there has been a change in the applicable United States federal income tax law, in either case (1) or (2) to the effect that, and based thereon such opinion shall confirm that, the Holders of the Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit and Legal Defeasance to be effected with respect to such Notes and will be subject to United States federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Legal Defeasance were not to occur; (c) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel satisfactory to the Trustee to the effect that the Holders of such outstanding Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Notes and will be subject to United States federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur; (d) no Default or Event of Default with respect to the outstanding Notes shall have occurred and be continuing on at the date time of such deposit after giving effect thereto (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other Debt) and the granting of Liens any Lien to secure such borrowing); (3e) the Issuer such Legal Defeasance or Covenant Defeasance shall have delivered to not cause the Trustee an Officer’s Certificate stating that to have a conflicting interest within the deposit was not made by meaning of the Issuer with Trust Indenture Act (assuming all Notes are in default within the intent meaning of preferring the Holders over its other creditors or with the intent of defeating, hindering, delaying, or defrauding any of its other creditors or othersTrust Indenture Act); (4) the Issuer shall have delivered to the Trustee, (a) an Opinion of Counsel acceptable to the Trustee in its reasonable judgment or an advance tax ruling from the Canada Revenue Agency (or successor agency) to the effect that the Holders of outstanding Notes will not recognize income, gain or loss for Canadian income tax purposes as a result of such legal defeasance or covenant defeasance, as the case may be, and will be subject to Canadian federal income tax on the same amounts, in the same manner, and at the same times as would have been the case if such legal defeasance or covenant defeasance, as the case may be, had not occurred; (b) in the case of legal defeasance, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that (i) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the 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 will confirm that, the Holders of 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; and (c) in the case of covenant defeasance, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that the Holders of 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 in the case if such covenant defeasance had not occurred; (5) the Issuer shall have satisfied the Trustee that it has paid, caused to be paid or made provisions for the payment of all applicable expenses of the Trustee; (6f) such legal defeasance option Legal Defeasance or covenant defeasance option will Covenant Defeasance shall not result in a breach or violation of, or constitute a Default default under, any material agreement or material instrument (other than this Indenture) to which the Issuer or any of its Subsidiaries Company is a party or by which the Issuer Company is bound (other than a default or event of default under any such other instrument resulting from borrowing funds to be applied to make the deposit under this Indenture in connection with the legal defeasance or covenant defeasance (and any similar concurrent deposit relating to other Debt) and the granting of its Subsidiaries is boundLiens in connection therewith); and (7g) the Issuer Company shall have delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel in form and substance reasonably acceptable to the Trustee, each stating that all conditions precedent relating with respect to the legal defeasance option such Legal Defeasance or the covenant defeasance option, as the case may be, Covenant Defeasance have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause (b) of this Section 9.02 with respect to a Legal Defeasance need not to be delivered if all Notes not previously delivered to the Trustee for cancellation (x) have become due and payable, or (y) will become due and payable within one year at Stated Maturity or 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.

Conditions to Defeasance. The Issuer may In order to exercise its either legal defeasance option or its covenant defeasance option only ifdefeasance: (1a) the Issuer shall have deposited must irrevocably deposit or caused cause to be deposited in trust with the Trustee as trust funds or property in trust Trustee, for the purpose benefit of making payment on such Notes an amount the Holders of the Notes, cash in U.S. dollars, U.S. Government Obligations, or Government Securities as will, together with the income to accrue thereon and reinvestment a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally an internationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay, satisfy pay and discharge the entire principalprincipal of, interestpremium, if any, premiumand interest, if any and any other sums due to on the outstanding Notes on the Stated Maturity or an optional redemption date of the Notes; (2) no Default if, at 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 prior to be applied to such deposit and the granting of Liens to secure such borrowing); (3) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over its other creditors or with the intent of defeating, hindering, delaying, or defrauding any of its other creditors or others; (4) the Issuer shall have delivered to the Trustee, (a) an Opinion of Counsel acceptable to the Trustee in its reasonable judgment or an advance tax ruling from the Canada Revenue Agency (or successor agency) to the effect that the Holders of outstanding Notes will not recognize income, gain or loss for Canadian income tax purposes as a result of such electing either legal defeasance or covenant defeasance, as the case may beIssuer has delivered to the Trustee an irrevocable notice to redeem all of the outstanding Notes, and will be subject to Canadian federal income tax on the same amounts, in the same manner, and at the same times as would have been the case if such legal defeasance or covenant defeasance, as the case may be, had not occurred; applicable redemption date; (b) in the case of legal defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee in its reasonable judgment to the effect stating that (i) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the Issue Datedate 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 will opinion shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such 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; and ; (c) in the case of covenant defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee in its reasonable judgment to the effect that the Holders of the Notes 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 in the case if such covenant defeasance had not occurred; (5d) in the case of covenant defeasance, the Issuer shall have satisfied delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee to the effect that it has paid, caused to be paid or made provisions for the payment of all applicable expenses Holders of the TrusteeNotes outstanding will not recognize income, gain or loss for tax purposes of any Relevant Taxing Jurisdiction as a result of such covenant defeasance and will be subject to tax of any Relevant Taxing Jurisdiction 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; (6e) no Default or Event of Default will have occurred and be continuing on the date of such deposit or, insofar as bankruptcy or insolvency events described in Section 6.01(a)(x) and (xi) is concerned, at any time during the period ending on the 180th day after the date of such deposit; (f) such legal defeasance option or covenant defeasance option shall not cause the Trustee to have a conflicting interest as defined in this Indenture and for purposes of the Trust Indenture Act with respect to any of the Issuer's securities; (g) such legal defeasance or covenant defeasance will 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 (other than this Indenture) to which the Issuer or any of its Subsidiaries Restricted Subsidiary is a party or by which the Issuer or any of its Subsidiaries Restricted Subsidiary is bound; and; (7h) such 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; (i) the Issuer shall will have delivered to the Trustee an Officer’s opinion of independent counsel in the country of the Issuer's incorporation to the effect that after the 180th day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and 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; (j) the Issuer will have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders of the Notes with the intent of defeating, hindering, delaying or defrauding the Issuer's creditors or others, or removing the Issuer's assets beyond the reach of the Issuer's creditors or increasing the Issuer's debts to the detriment of the Issuer's creditors; (k) no event or condition shall exist that would prevent the Issuer 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 180th day after the date of such deposit; and (l) the Issuer will have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the legal defeasance option or the covenant defeasance optiondefeasance, as the case may be, have been complied with. If the funds deposited with the Trustee to effect covenant defeasance are insufficient to pay the principal of, premium, if any, and interest on the Notes when due because of any acceleration occurring after an Event of Default, then the Issuer shall remain liable for such payments.

Conditions to Defeasance. The Issuer may In order to exercise its legal defeasance option either Legal Defeasance or its covenant defeasance option only ifCovenant Defeasance with respect to the outstanding Notes: (1a) the Issuer shall Company must irrevocably have deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefits of the Holders of such Notes: (1) money in an amount, or (2) U.S. Government Obligations, which through the scheduled payment on such Notes of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount of cash or Government Securities as will, together with the income to accrue thereon and reinvestment (3) a combination thereof, be sufficientin each case sufficient without reinvestment, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountantsaccountants (or, if two or more nationally recognized firms of independent public accountants decline to issue such opinion after the Company has made reasonable efforts to obtain such an opinion, in the opinion of the Company’s chief financial officer) expressed in a written certification thereof delivered to the Trustee and in form and substance reasonably acceptable to the Trustee, to paypay and discharge, satisfy and discharge which shall be applied by the Trustee to pay and discharge, the entire principal, interestindebtedness in respect of the principal of and premium, if any, premium, if any and any other sums due to interest on such Notes on the Stated Maturity thereof or an optional (if the Company has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption date by the Trustee in the name and at the expense of the Company) the Redemption Date thereof, as the case may be, in accordance with the terms of this Indenture and the Notes; (b) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel satisfactory to the Trustee stating that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (2) since the date of this Indenture, there has been a change in the applicable United States federal income tax law, in either case (1) or (2) to the effect that, and based thereon such opinion shall confirm that, the Holders of the Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit and Legal Defeasance to be effected with respect to such Notes and will be subject to United States federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Legal Defeasance were not to occur; (c) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such outstanding Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Notes and will be subject to United States federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur; (d) no Default or Event of Default with respect to the outstanding Notes shall have occurred and be continuing on at the date time of such deposit after giving effect thereto (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other Debt) and the granting of Liens any Lien to secure such borrowing); (3e) the Issuer such Legal Defeasance or Covenant Defeasance shall have delivered to not cause the Trustee an Officer’s Certificate stating that to have a conflicting interest within the deposit was not made by meaning of the Issuer with Trust Indenture Act (assuming all Notes are in default within the intent meaning of preferring the Holders over its other creditors or with the intent of defeating, hindering, delaying, or defrauding any of its other creditors or otherssuch Act); (4) the Issuer shall have delivered to the Trustee, (a) an Opinion of Counsel acceptable to the Trustee in its reasonable judgment or an advance tax ruling from the Canada Revenue Agency (or successor agency) to the effect that the Holders of outstanding Notes will not recognize income, gain or loss for Canadian income tax purposes as a result of such legal defeasance or covenant defeasance, as the case may be, and will be subject to Canadian federal income tax on the same amounts, in the same manner, and at the same times as would have been the case if such legal defeasance or covenant defeasance, as the case may be, had not occurred; (b) in the case of legal defeasance, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that (i) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the 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 will confirm that, the Holders of 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; and (c) in the case of covenant defeasance, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that the Holders of 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 in the case if such covenant defeasance had not occurred; (5) the Issuer shall have satisfied the Trustee that it has paid, caused to be paid or made provisions for the payment of all applicable expenses of the Trustee; (6f) such legal defeasance option Legal Defeasance or covenant defeasance option will Covenant Defeasance shall not result in a breach or violation of, or constitute a Default default under, any material agreement or material instrument (other than this Indenture) to which the Issuer or any of its Subsidiaries Company is a party or by which the Issuer Company is bound (other than a default or event of default under any such other instrument resulting from borrowing funds to be applied to make the deposit under this Indenture in connection with the legal defeasance or covenant defeasance (and any similar concurrent deposit relating to other Debt) and the granting of its Subsidiaries is boundLiens in connection therewith); and (7g) the Issuer Company shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel in form and substance reasonably acceptable to the Trustee, each stating that all conditions precedent relating with respect to the legal defeasance option such Legal Defeasance or the covenant defeasance option, as the case may be, Covenant Defeasance have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause (b) of this Section 9.02 with respect to a Legal Defeasance need not to be delivered if all Notes not previously delivered to the Trustee for cancellation (x) have become due and payable, or (y) will become due and payable within one year at Stated Maturity or 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.

Conditions to Defeasance. The Issuer may In order to exercise its legal defeasance option either Legal Defeasance or its covenant defeasance option only ifCovenant Defeasance with respect to the outstanding Notes: (1a) the Issuer shall Company must irrevocably have deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefit of, the Holders of the Notes: (1) money in cash in U.S. Dollars in an amount, (2) U.S. Government Obligations, which through the scheduled payment on such Notes of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount of cash or Government Securities as will, together with the income to accrue thereon and reinvestment (3) a combination thereof, be sufficientin each case sufficient without reinvestment, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountantsaccountants in the case of U.S. Government Obligations (or, if two or more nationally recognized firms of independent public accountants decline to issue such opinion after the Company has made reasonable efforts to obtain such an opinion, in the opinion of the Company’s chief financial officer) expressed in a written certification thereof delivered to the Trustee in form and substance reasonably acceptable to the Trustee, to paypay and discharge, satisfy and discharge which shall be applied by the Trustee to pay and discharge, the entire principal, interestindebtedness in respect of the principal of and premium, if any, premium, if any and any other sums due to interest on the Notes on the Stated Maturity thereof or an optional (if the Company has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption date by the Trustee in the name and at the expense of the Company) the Redemption Date thereof, as the case may be, in accordance with the terms of this Indenture and the Notes; (b) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel satisfactory to the Trustee stating that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (2) since the date of this Indenture, there has been a change in the applicable United States federal income tax law, in either case (1) or (2) to the effect that, and based thereon such opinion shall confirm that, the Holders of the Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit and Legal Defeasance to be effected with respect to such Notes and will be subject to United States federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Legal Defeasance were not to occur; (c) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such outstanding Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Notes and will be subject to United States federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur; (d) no Default or Event of Default with respect to the outstanding Notes shall have occurred and be continuing on at the date time of such deposit after giving effect thereto (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other Debt) and the granting of Liens any Lien to secure such borrowing); (3e) the Issuer such Legal Defeasance or Covenant Defeasance shall have delivered to not cause the Trustee an Officer’s Certificate stating that to have a conflicting interest within the deposit was not made by meaning of the Issuer with Trust Indenture Act (assuming all Notes are in default within the intent meaning of preferring the Holders over its other creditors or with the intent of defeating, hindering, delaying, or defrauding any of its other creditors or othersTrust Indenture Act); (4) the Issuer shall have delivered to the Trustee, (a) an Opinion of Counsel acceptable to the Trustee in its reasonable judgment or an advance tax ruling from the Canada Revenue Agency (or successor agency) to the effect that the Holders of outstanding Notes will not recognize income, gain or loss for Canadian income tax purposes as a result of such legal defeasance or covenant defeasance, as the case may be, and will be subject to Canadian federal income tax on the same amounts, in the same manner, and at the same times as would have been the case if such legal defeasance or covenant defeasance, as the case may be, had not occurred; (b) in the case of legal defeasance, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that (i) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the 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 will confirm that, the Holders of 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; and (c) in the case of covenant defeasance, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that the Holders of 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 in the case if such covenant defeasance had not occurred; (5) the Issuer shall have satisfied the Trustee that it has paid, caused to be paid or made provisions for the payment of all applicable expenses of the Trustee; (6f) such legal defeasance option Legal Defeasance or covenant defeasance option will Covenant Defeasance shall not result in a breach or violation of, or constitute a Default default under, any material agreement or material instrument (other than this Indenture) to which the Issuer or any of its Subsidiaries Company is a party or by which the Issuer Company is bound (other than a default or event of default under any such other instrument resulting from borrowing funds to be applied to make the deposit under this Indenture in connection with the legal defeasance or covenant defeasance (and any similar concurrent deposit relating to other Debt) and the granting of its Subsidiaries is boundLiens in connection therewith); and (7g) the Issuer Company shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel in form and substance reasonably acceptable to the Trustee, each stating that all conditions precedent relating with respect to the legal defeasance option such Legal Defeasance or the covenant defeasance option, as the case may be, Covenant Defeasance have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause (b) of this Section 9.02 with respect to a Legal Defeasance need not to be delivered if all Notes not previously delivered to the Trustee for cancellation (x) have become due and payable, or (y) will become due and payable within one year at Stated Maturity or 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.

Conditions to Defeasance. The Issuer Company may exercise its legal defeasance option or its covenant defeasance option only if: (1i) the Issuer shall have deposited Company irrevocably deposits or caused causes to be deposited in trust with the Trustee money or non-callable U.S. Government Obligations or a combination thereof which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide cash at such times and in such amounts as trust funds will be sufficient to pay principal and interest when due on all outstanding Notes (except Notes replaced pursuant to Section 2.6 or property in trust delivered to the Trustee for cancellation) to maturity or redemption, as the purpose of making payment on such Notes an amount of cash or Government Securities as will, together with case may be; (ii) the income Company delivers to accrue thereon and reinvestment thereof, be sufficient, in the opinion of Trustee a certificate from a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, accountants expressing their view that the payments of 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, satisfy pay principal and discharge the entire principal, interest, if any, premium, if any and any other sums interest when due on all outstanding Notes (except Notes replaced pursuant to Section 2.6 or delivered to the Stated Maturity Trustee for cancellation) to maturity or an optional redemption date of redemption, as the Notescase may be; (2iii) no Default default or Event of Default with respect to the Notes shall have occurred and be continuing on at the date time of such the deposit described in clause (other than a Default or Event i) of Default resulting from the borrowing of funds to be applied to such deposit and the granting of Liens to secure such borrowing)this Section 8.2; (3iv) such legal defeasance or covenant defeasance shall not cause the Issuer Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company; (v) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute default under any other agreement or instrument to which the Company or any Guarantor is a party or by which they are bound; (vi) in the case of the Company's election of legal defeasance, the Company shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over its other creditors or with the intent of defeating, hindering, delaying, or defrauding any of its other creditors or others; (4) the Issuer shall have delivered to the Trustee, (a) an Opinion of Counsel from a nationally recognized counsel acceptable to the Trustee in its reasonable judgment or an advance a tax ruling from the Canada Revenue Agency (or successor agency) to the effect that the Holders of the outstanding Notes or Persons in their positions will not recognize income, gain or loss for Canadian Federal income tax purposes solely as a result of such legal defeasance or covenant defeasance, as the case may be, and will be subject to Canadian federal Federal income tax on the same amountsamount, in the same manner, including as a result of prepayment, and at the same times as would have been the case if such legal defeasance or covenant defeasance, as the case may be, had not occurred; ; (bvii) in the case of legal the Company's election of covenant defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that (i) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the 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 will confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such legal 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 legal covenant defeasance had not occurred; and (c) in the case of covenant defeasance, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that the Holders of 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 in the case if such covenant defeasance had not occurred; (5) the Issuer shall have satisfied the Trustee that it has paid, caused to be paid or made provisions for the payment of all applicable expenses of the Trustee; (6) such legal defeasance option or covenant defeasance option will not result in a breach or violation of, or constitute a Default under, any material agreement or instrument (other than this Indenture) to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound; and (7viii) the Issuer Company shall have delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel stating that all conditions precedent relating to the legal defeasance option or and discharge of the covenant defeasance option, Notes as the case may be, contemplated by this Article 8 have been complied with. Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of Notes at a future date in accordance with Article 3.

Conditions to Defeasance. The Issuer may In order to exercise its legal defeasance option either Legal Defeasance or its covenant defeasance option only ifCovenant Defeasance with respect to the outstanding Notes: (1a) the Issuer shall Company must irrevocably have deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefit of, the Holders of such Notes: (1) money in cash in U.S. Dollars in an amount, (2) U.S. Government Obligations, which through the scheduled payment on such Notes of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount of cash or Government Securities as will, together with the income to accrue thereon and reinvestment (3) a combination thereof, be sufficientin each case sufficient without reinvestment, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountantsaccountants in the case of U.S. Government Obligations (or, if two or more nationally recognized firms of independent public accountants decline to issue such opinion after the Company has made reasonable efforts to obtain such an opinion, in the opinion of the Company’s chief financial officer) expressed in a written certification thereof delivered to the Trustee in form and substance reasonably acceptable to the Trustee, to paypay and discharge, satisfy and discharge which shall be applied by the Trustee to pay and discharge, the entire principal, interestindebtedness in respect of the principal of and premium, if any, premium, if any and any other sums due to interest on such Notes on the Stated Maturity thereof or an optional (if the Company has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption date by the Trustee in the name and at the expense of the Company) the Redemption Date thereof, as the case may be, in accordance with the terms of this Indenture and the Notes; (b) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel satisfactory to the Trustee stating that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (2) since the date of this Indenture, there has been a change in the applicable United States federal income tax law, in either case (1) or (2) to the effect that, and based thereon such opinion shall confirm that, the Holders of the Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit and Legal Defeasance to be effected with respect to such Notes and will be subject to United States federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Legal Defeasance were not to occur; (c) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such outstanding Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Notes and will be subject to United States federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur; (d) no Default or Event of Default with respect to the outstanding Notes shall have occurred and be continuing on at the date time of such deposit after giving effect thereto (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other Debt) and the granting of Liens any Lien to secure such borrowing); (3e) the Issuer such Legal Defeasance or Covenant Defeasance shall have delivered to not cause the Trustee an Officer’s Certificate stating that to have a conflicting interest within the deposit was not made by meaning of the Issuer with Trust Indenture Act (assuming all Notes are in default within the intent meaning of preferring the Holders over its other creditors or with the intent of defeating, hindering, delaying, or defrauding any of its other creditors or othersTrust Indenture Act); (4) the Issuer shall have delivered to the Trustee, (a) an Opinion of Counsel acceptable to the Trustee in its reasonable judgment or an advance tax ruling from the Canada Revenue Agency (or successor agency) to the effect that the Holders of outstanding Notes will not recognize income, gain or loss for Canadian income tax purposes as a result of such legal defeasance or covenant defeasance, as the case may be, and will be subject to Canadian federal income tax on the same amounts, in the same manner, and at the same times as would have been the case if such legal defeasance or covenant defeasance, as the case may be, had not occurred; (b) in the case of legal defeasance, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that (i) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the 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 will confirm that, the Holders of 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; and (c) in the case of covenant defeasance, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that the Holders of 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 in the case if such covenant defeasance had not occurred; (5) the Issuer shall have satisfied the Trustee that it has paid, caused to be paid or made provisions for the payment of all applicable expenses of the Trustee; (6f) such legal defeasance option Legal Defeasance or covenant defeasance option will Covenant Defeasance shall not result in a breach or violation of, or constitute a Default default under, any material agreement or material instrument (other than this Indenture) to which the Issuer or any of its Subsidiaries Company is a party or by which the Issuer Company is bound (other than a default or event of default under any such other instrument resulting from borrowing funds to be applied to make the deposit under this Indenture in connection with the legal defeasance or covenant defeasance (and any similar concurrent deposit relating to other Debt) and the granting of its Subsidiaries is boundLiens in connection therewith); and (7g) the Issuer Company shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel in form and substance reasonably acceptable to the Trustee, each stating that all conditions precedent relating with respect to the legal defeasance option such Legal Defeasance or the covenant defeasance option, as the case may be, Covenant Defeasance have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause (b) of this Section 9.02 with respect to a Legal Defeasance need not to be delivered if all Notes not previously delivered to the Trustee for cancellation (x) have become due and payable, or (y) will become due and payable within one year at Stated Maturity or 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.

Conditions to Defeasance. The Issuer Company may exercise its legal defeasance option or its covenant defeasance option only if: (1i) with reference to this Section 8.02, the Issuer shall have Company has irrevocably deposited or caused to be deposited in trust with the Trustee as trust funds or property in trust solely for the purpose benefit of making the Holders of the Notes, for payment of the principal of and interest on the Notes, money or U.S. Government Obligations or a combination thereof sufficient (unless such Notes an amount funds consist solely of cash or Government Securities as will, together with the income to accrue thereon and reinvestment thereof, be sufficientmoney, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountantsaccountants expressed in a written certification thereof delivered to the Trustee) without consideration of any reinvestment and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, to pay, satisfy pay and discharge the entire principal, interest, if any, premium, if any principal of and any other sums due accrued interest on the outstanding Notes to maturity (irrevocably provided for under arrangements satisfactory to the Stated Maturity or an optional redemption date of the NotesTrustee); (2ii) such deposit shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound; (iii) no Default or Event of Default with respect to the Notes 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 and the granting of Liens to secure such borrowing)deposit; (3iv) the Issuer Company shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over its other creditors or with the intent of defeating, hindering, delaying, or defrauding any of its other creditors or others; (4) the Issuer shall have delivered to the Trustee, (a) an Opinion of Counsel acceptable to the Trustee in its reasonable judgment or an advance tax ruling from the Canada Revenue Agency that (or successor agency1) to the effect that the Holders of outstanding the Notes will not recognize income, gain or loss for Canadian Federal income tax purposes as a result of such legal defeasance or covenant defeasance, as the case may be, Company's exercise of its option under this Section and will be subject to Canadian federal Federal income tax on the same amounts, in the same manner, amount and at the same times as would have been the case if such legal defeasance or covenant defeasance, as the case may be, had not occurred; (b) in the case of legal defeasance, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that (i) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the 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 will confirm that, the Holders of 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 deposit and defeasance had not occurred; occurred and (c2) the Holders of the Notes have a valid security interest in the trust funds; and (v) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent herein provided relating to the defeasance contemplated by this Section have been complied with. In the case of covenant legal defeasance, an the Opinion of Counsel acceptable referred to in clause (iv)(1) above must confirm that (A) the Trustee Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in its reasonable judgment the applicable Federal income tax law, in either case, to the effect that that, and based thereon, the Holders of outstanding 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 income tax on the same amounts, in the same manner and at the same times as would have been in the case if such covenant defeasance had not occurred; (5) the Issuer shall have satisfied the Trustee that it has paid, caused to be paid or made provisions for the payment of all applicable expenses of the Trustee; (6) such legal defeasance option or covenant defeasance option will not result in a breach or violation of, or constitute a Default under, any material agreement or instrument (other than this Indenture) to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound; and (7) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that all conditions precedent relating to the legal defeasance option or the covenant defeasance option, as the case may be, have been complied withdefeasance.

Conditions to Defeasance. The Issuer may In order to exercise its either legal defeasance option or its covenant defeasance option only ifdefeasance: (1a) the Issuer shall have deposited must irrevocably deposit or caused cause to be deposited in trust with the Trustee as trust funds (or property in trust such other entity designated or appointed by it for this purpose), for the purpose benefit of making payment on such Notes an amount the holders of the Notes, cash in dollars, non-callable U.S. Government Obligations or Government Securities as will, together with the income to accrue thereon and reinvestment a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally internationally recognized investment bank, appraisal firm, firm or firm of independent public accountants, to pay, satisfy pay and discharge the entire principalprincipal of, interestpremium, if any, premiumand interest, if any and any other sums due to on the outstanding Notes on the Stated Maturity or an optional redemption date of the Notes; (2) 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 and the granting of Liens to secure such borrowing); (3) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over its other creditors or with the intent of defeating, hindering, delaying, or defrauding any of its other creditors or others; (4) the Issuer shall have delivered to the Trustee, (a) an Opinion of Counsel acceptable to the Trustee in its reasonable judgment or an advance tax ruling from the Canada Revenue Agency (or successor agency) to the effect that the Holders of outstanding Notes will not recognize income, gain or loss for Canadian income tax purposes as a result of such legal defeasance or covenant defeasanceapplicable redemption date, as the case may be, and will be subject the Issuer must (i) specify whether the Notes are being defeased to Canadian federal income tax on such Stated Maturity or to a particular redemption date; and (ii) if applicable, have delivered to the same amountsTrustee an irrevocable notice to redeem all the outstanding Notes of such principal, in the same mannerpremium, and at the same times as would have been the case if such legal defeasance any, or covenant defeasance, as the case may be, had not occurred; interest; (b) in the case of legal defeasanceLegal Defeasance under Section 8.02, the Issuer must have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee in its reasonable judgment to the effect stating that (i) the Issuer has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the Issue Datedate 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 will opinion shall confirm that, the Holders 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 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 Legal Defeasance had not occurred; and ; (c) in the case of covenant defeasanceCovenant Defeasance under Section 8.03, the Issuer must have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee in its reasonable judgment to the effect that the Holders 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 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 in the case if such covenant defeasance Covenant Defeasance had not occurred; (5d) the Issuer shall have satisfied the Trustee that it has paid, caused to be paid or made provisions for the payment of all applicable expenses of the Trustee; (6) such legal defeasance option or covenant defeasance option will not result in a breach or violation of, or constitute a Default under, any material agreement or instrument (other than this Indenture) to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound; and (7) the Issuer shall must have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the holders of the Notes over the other creditors of the Issuer with the intent of defeating, hindering, delaying or defrauding creditors of the Issuer or others; (e) the Issuer must have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, reasonably acceptable to the Trustee, subject to customary assumptions and qualifications, each stating that all conditions precedent relating to the legal defeasance option Legal Defeasance or the covenant defeasance optionCovenant Defeasance, as the case may be, have been complied with. (f) If the funds deposited with the Trustee to effect Covenant Defeasance are insufficient to pay the principal of, premium, if any, and interest on the Notes when due because of any acceleration occurring after an Event of Default, then the Issuer will remain liable for such payments.

Conditions to Defeasance. The Issuer may In order to exercise its either legal defeasance option or its covenant defeasance option only ifwith respect to outstanding Notes: (1a) the Issuer shall must irrevocably have deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefits of the Holders of such Notes: (1) money in an amount, or (2) U.S. Government Obligations, which through the scheduled payment on such Notes of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount of cash or Government Securities as will, together with the income to accrue thereon and reinvestment (3) a combination thereof, be sufficientin each case sufficient without reinvestment, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountantsaccountants expressed in a written certification thereof delivered to the Trustee, to paypay and discharge, satisfy and discharge which shall be applied by the Trustee to pay and discharge, the entire principal, interestindebtedness in respect of the principal of and premium, if any, premium, if any and any other sums due to interest on such Notes on the Stated Maturity thereof or an optional (if the Issuer has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption date by the Trustee in the name and at the expense of the Issuer) the Redemption Date thereof, as the case may be, in accordance with the terms of this Indenture and such Notes; (b) in the case of an election under Section 8.2, the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (1) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling or (2) since the date of the Indenture, there has been a change in the applicable United States federal income tax law (whether by statute or judicial precedent), in either case of (1) or (2) to the effect that, and based thereon such opinion shall confirm that, the Holders of such Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit, defeasance and discharge to be effected with respect to such Notes and will be subject to United States federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, defeasance and discharge were not to occur; (c) in the case of an election under Section 8.3, the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such outstanding Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit and covenant defeasance to be effected with respect to such Notes and will be subject to federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and covenant defeasance were not to occur; (d) no Default or Event of Default with respect to the outstanding Notes shall have occurred and be continuing on at the date time of such deposit after giving effect thereto (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the granting grant of Liens any Lien to secure such borrowing); (3e) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over its other creditors or with the intent of defeating, hindering, delaying, or defrauding any of its other creditors or others; (4) the Issuer shall have delivered to the Trustee, (a) an Opinion of Counsel acceptable to the Trustee in its reasonable judgment or an advance tax ruling from the Canada Revenue Agency (or successor agency) to the effect that the Holders of outstanding Notes will not recognize income, gain or loss for Canadian income tax purposes as a result of such legal defeasance or covenant defeasance, as defeasance shall not cause the case may be, and will be subject Trustee to Canadian federal income tax on have a conflicting interest within the same amounts, meaning of the Trust Indenture Act (assuming all Notes are in default within the same manner, and at the same times as would have been the case if meaning of such act); (f) such legal defeasance or covenant defeasance, as the case may be, had not occurred; (b) in the case of legal defeasance, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that (i) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the 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 will confirm that, the Holders of 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; and (c) in the case of covenant defeasance, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that the Holders of 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 in the case if such covenant defeasance had not occurred; (5) the Issuer shall have satisfied the Trustee that it has paid, caused to be paid or made provisions for the payment of all applicable expenses of the Trustee; (6) such legal defeasance option or covenant defeasance option will not result in a breach or violation of, or constitute a Default default under, any material agreement or material instrument (other than this Indenture) to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound; and (7g) the Issuer shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating with respect to the legal such defeasance option or the covenant defeasance option, as the case may be, have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause (b) above with respect to a defeasance need not to be delivered if all Notes not theretofore delivered to the Trustee for cancellation (1) have become due and payable, or (2) will become due and payable at Stated Maturity within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer. The Collateral will be released from the Lien securing the Notes, as provided under Section 11.4, upon a legal defeasance or covenant defeasance in accordance with the provisions described above.

Conditions to Defeasance. The Issuer may In order to exercise its legal defeasance option either Legal Defeasance or its covenant defeasance option only ifCovenant Defeasance: (1i) the Issuer shall have deposited or caused to be deposited must irrevocably deposit with the Trustee as trust funds or property Trustee, in trust trust, for the purpose benefit of making payment on such Notes an amount the Holders, cash in Euros, non-callable European Government Securities, or a combination of cash or in Euros and non-callable European Government Securities in amounts as will, together with the income to accrue thereon and reinvestment thereof, will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, firm or firm of independent public accountants, to paypay the principal of, satisfy or interest (including Additional Amounts and discharge the entire principal, interestpremium, if any, premium, if any and any other sums due to the Stated Maturity or an optional redemption date of the Notes; (2) 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 and the granting of Liens to secure such borrowing); (3) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over its other creditors or with the intent of defeating, hindering, delaying, or defrauding any of its other creditors or others; (4) the Issuer shall have delivered to the Trustee, (a) an Opinion of Counsel acceptable to the Trustee in its reasonable judgment or an advance tax ruling from the Canada Revenue Agency (or successor agency) to the effect that the Holders of outstanding Notes will not recognize income, gain on the stated date for payment thereof or loss for Canadian income tax purposes as a result of such legal defeasance or covenant defeasanceon the applicable redemption date, as the case may be, and will be subject the Issuer must specify whether the Notes are being defeased to Canadian federal income tax on the same amounts, in the same manner, and at the same times as would have been the case if such legal defeasance stated date for payment or covenant defeasance, as the case may be, had not occurred; to a particular redemption date; (bii) in the case of legal defeasanceLegal Defeasance, the Issuer must deliver to the Trustee: (A) an Opinion opinion of Counsel United States counsel, which counsel is reasonably acceptable to the Trustee in its reasonable judgment to the effect Trustee, confirming that (i) the Issuer has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, ruling or (ii) since the 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 opinion of Counsel counsel will confirm that, the Holders holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such legal Legal Defeasance and will be subject to tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; and (B) an Opinion of Counsel in the jurisdiction of incorporation of the Issuer, which counsel is reasonably acceptable to the Trustee, to the effect that the Holders will not recognize income, gain or loss for tax purposes of such jurisdiction as a result of such deposit and defeasance and will be subject to tax in such jurisdiction on the same amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (iii) in the case of Covenant Defeasance, the Issuer must deliver to the Trustee: (A) an opinion of United States counsel, which counsel is reasonably acceptable to the Trustee, confirming that the holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance Covenant Defeasance had not occurred; and and (cB) an opinion of counsel in the case jurisdiction of covenant defeasanceincorporation of the Issuer, an Opinion of Counsel which counsel is reasonably acceptable to the Trustee in its reasonable judgment Trustee, to the effect that the Holders of outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes of such jurisdiction as a result of such covenant deposit and defeasance and will be subject to U.S. federal income tax in such jurisdiction on the same amounts, amounts and in the same manner and at the same times as would have been in the case if such covenant deposit and defeasance had not occurred; (5iv) no Default or Event of Default has occurred and is continuing on the Issuer shall have satisfied date of such deposit (other than a Default or Event of Default resulting from the Trustee that it has paid, caused borrowing of funds to be paid or made provisions for applied to such deposit (and any similar concurrent deposit relating to other indebtedness), and the payment granting of all applicable expenses of the TrusteeSecurity Interests to secure such borrowings); (6v) such legal defeasance option Legal Defeasance or covenant defeasance option Covenant Defeasance will not result in a breach or violation of, or constitute a Default under, default under any material agreement or instrument (other than this IndentureIndenture and the agreements governing any other indebtedness being defeased, discharged or replaced) to which the Issuer or any of its Subsidiaries the Guarantors is a party or by which the Issuer or any of its Subsidiaries the Guarantors is bound; and; (7vi) the Issuer shall have delivered must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the holders of Notes over the other creditors of the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or others; and (vii) the Issuer must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the legal defeasance option Legal Defeasance or the covenant defeasance option, as the case may be, Covenant Defeasance have been complied with. If the funds deposited with the Trustee to effect Covenant Defeasance are insufficient to pay the principal of, premium, if any, and interest on the Notes when due because of any acceleration occurring after an Event of Default, then the Issuer and the Guarantors shall remain liable for such payments.

Conditions to Defeasance. The Issuer may In order to exercise its either legal defeasance option or its covenant defeasance option only ifdefeasance: (1a) the Issuer shall have deposited must irrevocably deposit or caused cause to be deposited as trust funds in trust with the Trustee (or such other party as trust funds or property in trust directed by the Trustee), for the purpose benefit of making payment on such Notes an amount of the Holders, cash in Sterling, non-callable U.K. Government Securities, or Government Securities as will, together with the income to accrue thereon and reinvestment a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally an internationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay, satisfy pay and discharge the entire principalprincipal of, interestpremium, if any, premiumand interest and any Additional Amounts, if any and any other sums due to any, on the outstanding Notes on the Stated Maturity or on the applicable redemption date, as the case may be, and the Issuer must (i) specify whether the Notes are being defeased to maturity or to a particular redemption date; and (ii) if applicable, have delivered to the Trustee an optional redemption date irrevocable notice to redeem all the outstanding Notes of the Notessuch principal, premium, if any, or interest; (2b) no Default or Event in the case 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 and the granting of Liens to secure such borrowing); (3) an election under Section 7.02, the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over its other creditors or with the intent of defeating, hindering, delaying, or defrauding any of its other creditors or others; (4) the Issuer shall have delivered to the Trustee, (ai) an Opinion of Counsel reasonably acceptable to the Trustee in its reasonable judgment or an advance tax ruling from the Canada Revenue Agency (or successor agency) to the effect that the Holders of outstanding Notes will not recognize income, gain or loss for Canadian income tax purposes as a result of such legal defeasance or covenant defeasance, as the case may be, and will be subject to Canadian federal income tax on the same amounts, in the same manner, and at the same times as would have been the case if such legal defeasance or covenant defeasance, as the case may be, had not occurred; (b) in the case of legal defeasance, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect stating that (iA) the Issuer 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 Issuer a private letter ruling, or (iiB) since the Issue Datedate 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 will opinion shall confirm that, the Holders 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 and (ii) an Opinion of Counsel reasonably acceptable to the Trustee to the effect that the beneficial owners of the outstanding Notes will not recognize income, gain or loss for tax purposes in the United Kingdom as a result of such legal defeasance and will be subject to tax in the United Kingdom on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; and ; (c) in the case of covenant defeasancean election under Section 7.03, the Issuer shall have delivered to the Trustee (i) an Opinion of Counsel reasonably acceptable to the Trustee in its reasonable judgment to the effect that the Holders 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 (ii) an Opinion of Counsel reasonably acceptable to the Trustee to the effect that the beneficial owners of the outstanding Notes will not recognize income, gain or loss for tax purposes in the United Kingdom as a result of such covenant defeasance and will be subject to tax in the United Kingdom 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; (5d) the Issuer no Default or Event of Default shall have satisfied occurred and be continuing (i) on the Trustee that it has paid, caused date of such deposit (other than a Default or an Event of Default resulting from the borrowing of funds to be paid applied to such deposit) or, (ii) insofar as bankruptcy or made provisions for insolvency events described in Section 5.01(a)(iv) and (v) are concerned, at any time during the payment period ending on the 123rd day after the date of all applicable expenses of the Trusteesuch deposit; (6e) such legal defeasance option or covenant defeasance option will shall not cause the Trustee to have a conflicting interest as defined in this Indenture and for purposes of the Trust Indenture Act with respect to any of the Issuer’s 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 an Event of Default resulting from the borrowing of funds to be applied to such deposit) under, this Indenture or any material agreement or instrument (other than this Indenture) to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound; and; (7g) 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 Issuer shall have delivered to the Trustee an Opinion of Counsel in the country of the Issuer’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 Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over the other creditors of the Issuer with the intent of defeating, hindering, delaying or defrauding creditors of the Issuer or others, or removing assets beyond the reach of the relevant creditors or increasing debts of the Issuer to the detriment of the relevant creditors; (j) no event or condition shall exist that would prevent the Issuer 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 Issuer 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 option or the covenant defeasance optiondefeasance, as the case may be, have been complied with. If the funds deposited with the Trustee to effect covenant defeasance are insufficient to pay the principal of, premium, if any, and interest on the Notes when due because of any acceleration occurring after an Event of Default, then the Issuer will remain liable for such payments.

Conditions to Defeasance. (a) The Issuer Issuers may exercise its legal defeasance their Legal Defeasance option or its covenant defeasance their Covenant Defeasance option only if: (1i) the Issuer shall Issuers have deposited or caused to be irrevocably deposited with the Trustee as trust funds or property Trustee, in trust trust, for the purpose benefit of making payment on such Notes an amount the Holders of the Notes, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination of cash or in U.S. dollars and non-callable U.S. Government Securities Securities, in such amounts as will, together with the income to accrue thereon and reinvestment thereof, will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, firm or firm of independent public accountants, to paypay the principal of, satisfy and discharge the entire principal, interestpremium, if any, premiumand interest due on the outstanding Notes (calculated on the cash interest rate, if any and any other sums due to applicable) on the Stated Maturity or an optional redemption maturity date of the Notes; (2) no Default Notes 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 and the granting of Liens to secure such borrowing); (3) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over its other creditors or with the intent of defeating, hindering, delaying, or defrauding any of its other creditors or others; (4) the Issuer shall have delivered to the Trustee, (a) an Opinion of Counsel acceptable to the Trustee in its reasonable judgment or an advance tax ruling from the Canada Revenue Agency (or successor agency) to the effect that the Holders of outstanding Notes will not recognize income, gain or loss for Canadian income tax purposes as a result of such legal defeasance or covenant defeasanceapplicable Redemption Date, as the case may be, of such principal, premium, if any, or interest on such Notes and will be subject the Issuers have specified whether such Notes are being defeased to Canadian federal income tax on the same amounts, in the same manner, and at the same times as would have been the case if such legal defeasance maturity or covenant defeasance, as the case may be, had not occurred; to a particular Redemption Date; (bii) in the case of legal defeasanceLegal Defeasance, the Issuers have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee in its reasonable judgment confirming that, subject to the effect that customary assumptions and exclusions, (ia) the Issuer has Issuers have received from, or there has been published by, the United States Internal Revenue Service a ruling, ruling or (iib) since the Issue Datedate of the such 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 will confirm that, subject to customary assumptions and exclusions, the Holders Beneficial Owners of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes purposes, as applicable, as a result of such legal 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 legal defeasance Legal Defeasance had not occurred; and ; (ciii) in the case of covenant defeasanceCovenant Defeasance, the Issuers have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee in its reasonable judgment confirming that, subject to customary assumptions and exclusions, the effect that Beneficial Owners of the Holders of outstanding Notes 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 in the case if such covenant defeasance Covenant Defeasance had not occurred; (5iv) no Default or Event of Default has occurred and is continuing on the Issuer shall have satisfied date of such deposit (other than a Default or Event of Default resulting from the Trustee that it has paid, caused borrowing of funds to be paid or made provisions for applied to make such deposit and the payment grant of all applicable expenses of the Trusteeany Lien securing such borrowings); (6v) such legal defeasance option Legal Defeasance or covenant defeasance option Covenant Defeasance will not result in a breach or violation of, or constitute a Default under, default under any other material agreement or instrument (other than this Indenture) to which the Issuer Issuers or any of its Subsidiaries Guarantor is a party or by which the Issuer Issuers or any of its Subsidiaries Guarantor is bound; and (7vi) the Issuer shall Issuers have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions), each stating that all conditions precedent provided for or relating to the legal defeasance option Legal Defeasance or the covenant defeasance optionCovenant Defeasance, as the case may be, have been complied with.. Before or after a deposit, the Issuers may make arrangements satisfactory to the Trustee for the redemption of such Notes at a future date in accordance with Article V.

Conditions to Defeasance. (a) The Issuer may exercise its legal defeasance option Legal Defeasance or its covenant defeasance option Covenant Defeasance only if: (1) the Issuer shall have deposited or caused to be deposited must irrevocably deposit with the Trustee as trust funds or property Trustee, in trust trust, for the purpose benefit of making payment on such Notes an amount of the Holders, cash in U.S. dollars, U.S. dollar-denominated Government Securities, or Government Securities as will, together with the income to accrue thereon and reinvestment a combination thereof, in such amounts and with such maturities as will be sufficient, without consideration of any reinvestment of interest, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, investment bank or appraisal firm, to pay: (a) the principal of, satisfy and discharge the entire principal, interestpremium, if any, premiumand interest due on the Notes on the stated maturity date or on a specified Redemption Date, as the case may be, and (b) if applicable, interest due on the Notes on any intervening interest payment date, and any other sums due the Issuer must specify whether such Notes are being defeased to the Stated Maturity maturity or an optional redemption date of the Notes;to a specified Redemption Date. (2) no Default or Event in the case 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 and the granting of Liens to secure such borrowing); (3) Legal Defeasance, the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over its other creditors or with the intent of defeating, hindering, delaying, or defrauding any of its other creditors or others; (4) the Issuer shall have delivered to the Trustee, (a) an Opinion of Counsel reasonably acceptable to the Trustee in its reasonable judgment or an advance tax ruling from the Canada Revenue Agency confirming that: (or successor agency) to the effect that the Holders of outstanding Notes will not recognize income, gain or loss for Canadian income tax purposes as a result of such legal defeasance or covenant defeasance, as the case may be, and will be subject to Canadian federal income tax on the same amounts, in the same manner, and at the same times as would have been the case if such legal defeasance or covenant defeasance, as the case may be, had not occurred; (b) in the case of legal defeasance, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that (ia) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling, or or (iib) since the Issue Dateissuance of the Notes, there has been a change in the applicable U.S. federal income tax law, in either the case of clause (a) or (b) to the effect that, and based thereon such Opinion of Counsel will shall confirm that, the Holders beneficial owners of outstanding the Notes will not recognize income, gain or loss for U.S. federal income tax purposes purposes, as applicable, as a result of such legal 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 legal defeasance Legal Defeasance had not occurred; and ; (c3) in the case of covenant defeasanceCovenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee in its reasonable judgment to confirming that, the effect that beneficial owners of the Holders of outstanding Notes 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 such tax on the same amounts, in the same manner and at the same times as would have been in the case if such covenant defeasance Covenant Defeasance had not occurred; (54) no Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the Issuer granting of Liens in connection therewith) shall have satisfied occurred and be continuing on the Trustee that it has paid, caused to be paid or made provisions for the payment date of all applicable expenses of the Trusteesuch deposit; (65) such legal defeasance option Legal Defeasance or covenant defeasance option will Covenant Defeasance shall not result in a breach or violation of, or constitute a Default underdefault under the Revolving Credit Facilities, Term Loan Credit Facilities, the New 9.875% Notes Indenture, the Existing Notes Indentures or any other material agreement agreement, instrument or instrument documents (other than this Indenture) to which which, the Issuer or any of its Subsidiaries Note Guarantor is a party or by which the Issuer or any Note Guarantor is bound (other than that resulting from any borrowing of its Subsidiaries is boundfunds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness, and, in each case, the granting of Liens in connection therewith); (6) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or any Note Guarantor or others; and (7) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent provided for or relating to the legal defeasance option Legal Defeasance or the covenant defeasance optionCovenant Defeasance, as the case may be, have been complied with.

Conditions to Defeasance. The Issuer Company may exercise its legal defeasance option or its covenant defeasance option only if: (1a) the Issuer shall have deposited or caused to be deposited Company irrevocably deposits in trust with the Trustee as trust funds or property money in trust for the purpose of making payment on such Notes an amount sufficient or U.S. Government Obligations, the principal of cash and interest on which will be sufficient, or Government Securities as will, together with the income to accrue thereon and reinvestment thereof, be a combination thereof sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to paypay the principal of, satisfy and discharge the entire principal, interest, premium (if any) and interest on the relevant series of Notes when due at maturity or redemption, premiumas the case may be, if any and any other sums due including interest thereon to the Stated Maturity maturity or an optional such redemption date of the Notesdate; (2b) no Default or Event in the case of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from legal defeasance option, the borrowing of funds to be applied to such deposit and the granting of Liens to secure such borrowing); (3) the Issuer Company shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over its other creditors or with the intent of defeating, hindering, delaying, or defrauding any of its other creditors or others; (4) the Issuer shall have delivered to the Trustee, (a) an Opinion of Counsel acceptable to the Trustee in its reasonable judgment or an advance tax ruling from the Canada Revenue Agency (or successor agency) to the effect that the Holders of outstanding Notes will not recognize income, gain or loss for Canadian income tax purposes as a result of such legal defeasance or covenant defeasance, as the case may be, and will be subject to Canadian federal income tax on the same amounts, in the same manner, and at the same times as would have been the case if such legal defeasance or covenant defeasance, as the case may be, had not occurred; (b) in the case of legal defeasance, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect stating that (i1) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii2) since the Issue Date, 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 will shall confirm that, the Holders of outstanding such series of Notes will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such legal 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 legal deposit and defeasance had not occurred; and ; (c) in the case of the covenant defeasancedefeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that the Holders of outstanding such series of Notes will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such covenant 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 in the case if such covenant deposit and defeasance had not occurred; (5d) the Issuer shall have satisfied deposit does not constitute a default under any other material agreement binding on the Trustee Company (other than that it has paid, caused resulting with respect to any Indebtedness being defeased from any borrowing of funds to be paid or made provisions for applied to make the payment of all applicable expenses of the Trustee; (6) deposit required to effect such legal defeasance option or covenant defeasance option will and any similar and simultaneous deposit relating to such Indebtedness, and the granting of Liens in connection therewith); (e) the Company delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not result in a breach or violation ofconstitute, or constitute is qualified as, a Default under, any material agreement or instrument (other than this Indenture) to which regulated investment company under the Issuer or any Investment Company Act of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound1940; and (7f) the Issuer shall have delivered Company delivers to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the legal defeasance option or and discharge of the covenant defeasance option, Notes as the case may be, contemplated by this Article Eight have been complied with.

Conditions to Defeasance. (a) The Issuer Company may exercise its legal defeasance option or its covenant defeasance option only if: (1i) the Issuer shall have deposited or caused to be deposited Company irrevocably deposits in trust with the Trustee as trust funds or property money in trust for the purpose of making payment on such Notes an amount sufficient, or U.S. Government Obligations the principal of cash or Government Securities as will, together with the income to accrue thereon and reinvestment thereof, interest on which will be sufficient, in or a combination thereof sufficient, to pay the opinion principal of and interest on the Notes when due at maturity or redemption, as the case may be, including interest thereon to maturity or such Redemption Date and Special Interest, if any; (ii) the Company delivers to the Trustee a certificate from a nationally recognized investment bank, appraisal firm, or firm of independent public accountantsaccountants expressing their opinion that the payments of 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 principal and interest when due on all the Notes to maturity or redemption, to pay, satisfy and discharge as the entire principal, interest, if any, premium, if any and any other sums due to the Stated Maturity or an optional redemption date of the Notescase may be; (2) 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 and the granting of Liens to secure such borrowing); (3iii) the Issuer Company shall have delivered to the Trustee an Officer’s Certificate stating opinion of counsel to the effect that on the deposit was 91st day following the deposit, the trust funds will not made by be subject to the Issuer with the intent effect of preferring the Holders over its other creditors any applicable bankruptcy, insolvency, reorganization or with the intent of defeating, hindering, delaying, or defrauding any of its other creditors or otherssimilar laws affecting creditors' rights generally; (4iv) the Issuer deposit does not constitute a default under any other agreement binding on the Company and is not prohibited by Article 11; (v) the Company delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940; (vi) in the case of the legal defeasance option, the Company shall have delivered to the Trustee, (a) Trustee an Opinion of Counsel acceptable to the Trustee in its reasonable judgment or an advance tax ruling from the Canada Revenue Agency (or successor agency) to the effect that the Holders of outstanding Notes will not recognize income, gain or loss for Canadian income tax purposes as a result of such legal defeasance or covenant defeasance, as the case may be, and will be subject to Canadian federal income tax on the same amounts, in the same manner, and at the same times as would have been the case if such legal defeasance or covenant defeasance, as the case may be, had not occurred; (b) in the case of legal defeasance, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect stating that (i1) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii2) since the Issue Date, 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 will shall confirm that, the Holders of outstanding Notes will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such legal 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 legal defeasance had not occurred; and ; (cvii) in the case of the covenant defeasancedefeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that the Holders of outstanding 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 in the case if such covenant defeasance had not occurred; (5) the Issuer shall have satisfied the Trustee that it has paid, caused to be paid or made provisions for the payment of all applicable expenses of the Trustee; (6) such legal defeasance option or covenant defeasance option will not result in a breach or violation of, or constitute a Default under, any material agreement or instrument (other than this Indenture) to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound; and (7viii) the Issuer shall have delivered Company delivers to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the legal defeasance option or and discharge of the covenant defeasance option, Notes as the case may be, contemplated by this ARTICLE 9 have been complied with. (b) Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of Notes at a future date in accordance with ARTICLE 3.

Conditions to Defeasance. The Issuer may In order to exercise its legal defeasance option or its covenant defeasance option only ifDefeasance under this Section 8.3: (1a) the Issuer shall have irrevocably deposited or caused or directed to be irrevocably deposited with the Trustee as trust funds or property in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Notes, (A) money in an amount, or (B) U.S. Government Obligations which through the scheduled payment on such Notes of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount of cash amount, or Government Securities as will, together with the income to accrue thereon and reinvestment (C) a combination thereof, be sufficientin each case sufficient to pay and discharge, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountantsaccountants expressed in a written certificate delivered to the Trustee, without consideration of any reinvestment, and which shall be applied by the Trustee to paypay and discharge, satisfy and discharge all or any specific portion of the entire principal, interest, if any, premium, if any principal of and any other sums due to premium and interest on the Stated Maturity or an optional redemption Notes on the respective interest payment date and/or stated maturities, in accordance with the terms of this Indenture and the Notes; (2b) no Default or Event of Default the Issuer shall have occurred and be continuing on advised the date Trustee in writing of the payment or payments of the Notes to which such deposit (other than a Default or Event of Default resulting from the borrowing of funds is to be applied to such deposit and the granting of Liens to secure such borrowing)applied; (3c) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent opinion of preferring the Holders over its other creditors or with the intent of defeating, hindering, delaying, or defrauding any of its other creditors or others; (4) the Issuer shall have delivered to the Trustee, (a) an Opinion of Counsel counsel reasonably acceptable to the Trustee in its reasonable judgment or an advance tax ruling from the Canada Revenue Agency (or successor agency) to the effect that the Holders of outstanding Notes will not recognize income, gain or loss for Canadian income tax purposes as a result of such legal defeasance or covenant defeasance, as the case may be, and will be subject to Canadian federal income tax on the same amounts, in the same manner, and at the same times as would have been the case if such legal defeasance or covenant defeasance, as the case may be, had not occurred; (b) in the case of legal defeasance, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that stating that, (i) the Issuer has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or or (ii) since the Issue Datedate 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 opinion of Counsel will counsel shall confirm that, subject to customary assumptions and exclusions, the Holders or beneficial owners of outstanding the Notes will not recognize income, gain or loss for U.S. federal income tax purposes purposes, as applicable, as a result of such legal defeasance Defeasance, and will be subject to U.S. federal income tax Tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; and (c) in the case of covenant defeasance, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that the Holders of 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 in the case if such covenant defeasance Defeasance had not occurred; (5) the Issuer shall have satisfied the Trustee that it has paid, caused to be paid or made provisions for the payment of all applicable expenses of the Trustee; (6d) such legal defeasance option or covenant defeasance option will Defeasance shall not result in a breach the trust arising from any such deposit constituting an investment company within the meaning of the Investment Company Act, unless such trust shall be registered under the Investment Company Act or violation of, or constitute a Default under, any material agreement or instrument (other than this Indenture) to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is boundexempt from registration thereunder; and (7e) the Issuer shall have delivered to each of the Trustee and Collateral Trustee an Officer’s Certificate and an Opinion of Counsel (which opinion of counsel may be subject to customary assumptions and exclusions), each stating that all conditions precedent provided for or relating to the legal defeasance option or the covenant defeasance option, as the case may be, Defeasance have been complied with. Upon compliance with the foregoing, the Trustee shall execute instrument(s) as reasonably requested by the Issuer acknowledging the Defeasance of all of the Issuer’s and the Guarantors’ obligations under the Notes. Such Defeasance shall be effective on and after the date that the conditions set forth in clauses (a) through (e) above are satisfied.

Conditions to Defeasance. The Issuer may In order to exercise its legal defeasance option either Legal Defeasance or its covenant defeasance option only ifCovenant Defeasance with respect to the outstanding Notes: (1a) the Issuer shall Company must irrevocably have deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefits of the Holders of such Notes: (1) money in an amount, or (2) U.S. Government Obligations, which through the scheduled payment on such Notes of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount of cash or Government Securities as will, together with the income to accrue thereon and reinvestment (3) a combination thereof, be sufficientin each case sufficient without reinvestment, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountantsaccountants expressed in a written certification thereof delivered to the Trustee and in form and substance reasonably acceptable to the Trustee, to paypay and discharge, satisfy and discharge which shall be applied by the Trustee to pay and discharge, the entire principal, interestindebtedness in respect of the principal of and premium, if any, premium, if any and any other sums due to interest on such Notes on the Stated Maturity thereof or an optional (if the Company has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption date by the Trustee in the name and at the expense of the Company) the Redemption Date thereof, as the case may be, in accordance with the terms of this Indenture and the Notes; (2b) no Default or Event in the case of Default shall have occurred and be continuing on Legal Defeasance, the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the granting of Liens to secure such borrowing); (3) the Issuer Company shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over its other creditors or with the intent of defeating, hindering, delaying, or defrauding any of its other creditors or others; (4) the Issuer shall have delivered to the Trustee, (a) an Opinion of Counsel acceptable reasonably satisfactory to the Trustee in its reasonable judgment or an advance tax ruling from the Canada Revenue Agency (or successor agency) to the effect that the Holders of outstanding Notes will not recognize income, gain or loss for Canadian income tax purposes as a result of such legal defeasance or covenant defeasance, as the case may be, and will be subject to Canadian federal income tax on the same amounts, in the same manner, and at the same times as would have been the case if such legal defeasance or covenant defeasance, as the case may be, had not occurred; (b) in the case of legal defeasance, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect stating that (i1) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (ii2) since the Issue Datedate of this Indenture, there has been a change in the applicable U.S. United States federal income tax law, in either case of (1) or (2) to the effect that, and based thereon such Opinion of Counsel will opinion shall confirm that, the Holders of outstanding the Notes will not recognize income, gain or loss for U.S. United States federal income tax purposes as a result of the deposit and Legal Defeasance to be effected with respect to such legal defeasance Notes and will be subject to U.S. United States federal income tax on the same amountsamount, in the same manner and at the same times as would have been be the case if such legal defeasance had deposit and Legal Defeasance were not occurred; and to occur; (c) in the case of covenant defeasanceCovenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel acceptable reasonably satisfactory to the Trustee in its reasonable judgment to the effect that the Holders of such outstanding Notes will not recognize income, gain or loss for U.S. United States federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such covenant defeasance Notes and will be subject to U.S. United States federal income tax on the same amountsamount, in the same manner and at the same times as would have been in be the case if such covenant defeasance had deposit and Covenant Defeasance were not occurredto occur; (5d) the Issuer no Event of Default pursuant to Section 6.01(7) hereof shall have satisfied occurred and be continuing on the Trustee that it has paid, caused to be paid date of such deposit or made provisions for during the payment of all applicable expenses of the Trustee91-day period thereafter; (6e) such legal defeasance option Legal Defeasance or covenant defeasance option will Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all Notes are in default within the meaning of such Act); (f) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a Default default under, any material agreement or material instrument (other than this Indenture) to which the Issuer or any of its Subsidiaries Company is a party or by which the Issuer or any of its Subsidiaries Company is bound; and (7g) the Issuer Company shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel in form and substance reasonably acceptable to the Trustee, each stating that all conditions precedent relating with respect to the legal defeasance option such Legal Defeasance or the covenant defeasance option, as the case may be, Covenant Defeasance have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause (b) of this Section 9.02 with respect to a Legal Defeasance need not to be delivered if all Notes not previously delivered to the Trustee for cancellation (x) have become due and payable, or (y) will become due and payable within one year at Stated Maturity or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company.

Conditions to Defeasance. The Issuer (a) Holdings may exercise its legal defeasance option or its covenant defeasance option only if: (1i) the Issuer shall have deposited or caused to be deposited Holdings irrevocably deposits in trust with the Trustee as trust funds or property money in trust for the purpose of making payment on such Notes an amount sufficient, or U.S. Government Obligations the principal of cash or Government Securities as will, together with the income to accrue thereon and reinvestment thereof, interest on which will be sufficient, in or a combination thereof sufficient, to pay the opinion principal of and interest on the Notes when due at maturity or redemption, as the case may be, including interest thereon to maturity or such Redemption Date and Special Interest, if any; (ii) Holdings delivers to the Trustee a certificate from a nationally recognized investment bank, appraisal firm, or firm of independent public accountantsaccountants expressing their opinion that the payments of 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 principal and interest when due on all the Notes to maturity or redemption, to pay, satisfy and discharge as the entire principal, interest, if any, premium, if any and any other sums due to the Stated Maturity or an optional redemption date of the Notescase may be; (2) 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 and the granting of Liens to secure such borrowing); (3iii) the Issuer Company shall have delivered to the Trustee an Officer’s Certificate stating opinion of counsel to the effect that on the deposit was 91st day following the deposit, the trust funds will not made by be subject to the Issuer with the intent effect of preferring the Holders over its other creditors any applicable bankruptcy, insolvency, reorganization or with the intent of defeating, hindering, delaying, or defrauding any of its other creditors or otherssimilar laws affecting creditors' rights generally; (4iv) Holdings delivers to the Issuer 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; (v) in the case of the legal defeasance option, Holdings shall have delivered to the Trustee, (a) Trustee an Opinion of Counsel acceptable to the Trustee in its reasonable judgment or an advance tax ruling from the Canada Revenue Agency (or successor agency) to the effect that the Holders of outstanding Notes will not recognize income, gain or loss for Canadian income tax purposes as a result of such legal defeasance or covenant defeasance, as the case may be, and will be subject to Canadian federal income tax on the same amounts, in the same manner, and at the same times as would have been the case if such legal defeasance or covenant defeasance, as the case may be, had not occurred; (b) in the case of legal defeasance, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect stating that (i1) the Issuer Holdings has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii2) since the Issue Date, 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 will shall confirm that, the Holders of outstanding Notes will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such legal 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 legal defeasance had not occurred; and ; (cvi) in the case of the covenant defeasancedefeasance option, Holdings shall have delivered to the Trustee an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that the Holders of outstanding 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 in the case if such covenant defeasance had not occurred; (5) the Issuer shall have satisfied the Trustee that it has paid, caused to be paid or made provisions for the payment of all applicable expenses of the Trustee; (6) such legal defeasance option or covenant defeasance option will not result in a breach or violation of, or constitute a Default under, any material agreement or instrument (other than this Indenture) to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound; and (7vii) the Issuer shall have delivered Holdings delivers to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the legal defeasance option or and discharge of the covenant defeasance option, Notes as the case may be, contemplated by this ARTICLE 9 have been complied with. (b) Before or after a deposit, Holdings may make arrangements satisfactory to the Trustee for the redemption of Notes at a future date in accordance with ARTICLE 3.

Conditions to Defeasance. (a) The Issuer Company may exercise its legal defeasance option or its covenant defeasance option only if: (1i) the Issuer shall have deposited or caused to be deposited Company irrevocably deposits in trust with the U.S. Trustee as trust funds or property money in trust for the purpose of making payment on such Notes an amount sufficient or U.S. Government Obligations, the principal of cash or Government Securities as will, together with the income to accrue thereon and reinvestment thereof, interest on which shall be sufficient, in or a combination thereof sufficient to pay the opinion of principal of, and premium (if any), and interest, on the Notes when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii) the Company delivers to the U.S. Trustee a certificate from a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to paya nationally recognized investment bank or a nationally recognized appraisal or valuation firm, satisfy and discharge the entire principal, interest, if any, premium, if any and any other sums due with customary assumptions expressing their opinion to the Stated Maturity effect that the payments of 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 principal and interest when due on all the Notes to maturity or an optional redemption date of redemption, as the Notescase may be; (2iii) the Company delivers to the Trustees an Opinion of Counsel in Canada to the effect that: the beneficial owners of the notes will not recognize income, gain or loss for Canadian federal income tax purposes as a result of the defeasance or covenant defeasance; and the defeasance or covenant defeasance will not otherwise alter those beneficial owners’ Canadian federal income tax treatment of principal and interest payments on the notes; (iv) such defeasance or covenant defeasance does not result in a breach or violation of, or constitute a default under, any indenture or other agreement or instrument for borrowed money to which the Company is a party or by which the Company is bound (other than a default or event of default resulting from the borrowing of funds to be applied to such deposit and any simultaneous deposit relating to other indebtedness and, in each case, the granting of Liens in connection therewith); (v) no Default or Event of Default shall have under this Indenture has occurred and be is continuing on the date of after giving effect to such deposit defeasance or covenant defeasance (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any simultaneous deposit relating to other indebtedness and, in each case, the granting of Liens to secure such borrowingin connection therewith); (3vi) the Issuer Company is not an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada) and is not insolvent, unable to pay its debts in full or on the eve of insolvency under applicable provincial law on the date of such deposit; (vii) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over its other creditors or with the intent of defeating, hindering, delaying, or defrauding any of its other creditors or others; (4) the Issuer shall have delivered to the Trustee, (a) Trustees an Opinion of Counsel acceptable to the Trustee in its reasonable judgment or an advance tax ruling from the Canada Revenue Agency (or successor agency) to the effect that the Holders of outstanding Notes will not recognize income, gain or loss for Canadian income tax purposes as a result of such legal defeasance or covenant defeasance, as the case may be, and will be subject to Canadian federal income tax on the same amounts, in the same manner, and at the same times as would have been the case if such legal defeasance or covenant defeasance, as the case may be, had not occurred; (b) in the case of legal defeasance, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that (iA) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (iiB) since the Issue Date, 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 will shall confirm that, the Holders beneficial owners of outstanding the Notes will not recognize income, gain or loss for U.S. United States federal income tax purposes as a result of such legal defeasance and that such defeasance will be subject to U.S. not otherwise alter those beneficial owners’ United States federal income tax treatment of principal and interest payments on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; and Notes; (cviii) in the case of the covenant defeasancedefeasance option, the Company shall have delivered to the Trustees an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that the Holders beneficial owners of outstanding the Notes will not recognize income, gain or loss for U.S. United States federal income tax purposes as a result of such covenant defeasance and that such defeasance will be subject to U.S. not otherwise alter those beneficial owners’ United States federal income tax treatment of principal and interest payments on the same amounts, in the same manner and at the same times as would have been in the case if such covenant defeasance had not occurred; (5) the Issuer shall have satisfied the Trustee that it has paid, caused to be paid or made provisions for the payment of all applicable expenses of the Trustee; (6) such legal defeasance option or covenant defeasance option will not result in a breach or violation of, or constitute a Default under, any material agreement or instrument (other than this Indenture) to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is boundNotes; and (7ix) the Issuer shall have delivered Company delivers to the Trustee Trustees an Officer’s Officers’ Certificate stating and an Opinion of Counsel, each to the effect that all conditions precedent relating to the legal such defeasance option or the covenant defeasance option, as the case may be, contemplated by this Article 8 have been complied with. (b) In connection with any defeasance or covenant defeasance involving a redemption that requires the payment of a “make-whole” amount, the amount deposited with the U.S. Trustee as provided in Section 8.2(a)(i) in respect of such “make-whole” amount shall be sufficient if equal to the “make-whole” amount calculated as of the date of deposit, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the U.S. Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the U.S. Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption.

Conditions to Defeasance. The Issuer Company may exercise its legal defeasance option or its covenant defeasance option only if: (1i) the Issuer Company shall have deposited or caused to be deposited irrevocably deposit with the Trustee as trust funds or property Trustee, in trust trust, for the purpose benefit of making payment on the Holders, U.S. dollars or U.S. Government Obligations, or a combination of U.S. dollars and U.S. Government Obligations, in such Notes an amount of cash or Government Securities amounts as will, together with the income to accrue thereon and reinvestment thereof, shall be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to paypay the principal of, satisfy or interest and discharge the entire principal, interestpremium, if any, premium, if any and any other sums due to on the outstanding Notes issued hereunder on the Stated Maturity or an optional redemption date of the Notes; (2) 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 and the granting of Liens to secure such borrowing); (3) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over its other creditors or with the intent of defeating, hindering, delaying, or defrauding any of its other creditors or others; (4) the Issuer shall have delivered to the Trustee, (a) an Opinion of Counsel acceptable to the Trustee in its reasonable judgment or an advance tax ruling from the Canada Revenue Agency (or successor agency) to the effect that the Holders of outstanding Notes will not recognize income, gain or loss for Canadian income tax purposes as a result of such legal defeasance or covenant defeasanceapplicable Redemption Date, as the case may be, and will be subject the Company must specify whether the Notes are being defeased to Canadian federal income tax on the same amounts, in the same manner, and at the same times as would have been the case if such legal defeasance maturity or covenant defeasance, as the case may be, had not occurred; to a particular Redemption Date; (bii) in the case of legal defeasance, the Company has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee in its reasonable judgment stating that, subject to the effect that customary assumptions and exclusions, (ia) the Issuer Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, ruling or (iib) since the 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 will shall confirm that, the Holders of outstanding Notes will shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such legal 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 legal defeasance had not occurred; and ; (ciii) in the case of covenant defeasance, the Company has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee in its reasonable judgment stating that, subject to the effect that customary assumptions and exclusions, the Holders of the respective outstanding Notes will 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 in the case if such covenant defeasance had not occurred; (5) the Issuer shall have satisfied the Trustee that it has paid, caused to be paid or made provisions for the payment of all applicable expenses of the Trustee; (6iv) such legal defeasance option or covenant defeasance option will shall not result in a breach or violation of, or constitute a Default default under, any material agreement or instrument (other than this Indenture) to which the Issuer Company or any of its Restricted Subsidiaries is a party or by which the Issuer Company or any of its Restricted Subsidiaries is bound; (v) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowings); (vi) the Company shall deliver to the Trustee an Opinion of Counsel stating that, assuming, among other things, no intervening bankruptcy of the Company between the date of deposit and the 91st day following the deposit and assuming that no Holder is an “insider” of the Company under applicable bankruptcy law, after the 91st day following the deposit, the trust funds shall not be subject to the effect of Section 547 of Title 11 of the United States Code; (vii) the Company shall deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; and (7viii) the Issuer Company shall have delivered deliver to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions), each stating that all conditions precedent relating to the legal defeasance option or the covenant defeasance optiondefeasance, as the case may be, have been complied with.

Conditions to Defeasance. The Issuer Company may exercise its legal defeasance Legal Defeasance option or its covenant defeasance Covenant Defeasance option only if: (1) the Issuer shall have deposited or caused to be deposited Company must irrevocably deposit with the Trustee as trust funds or property Trustee, in trust trust, for the purpose benefit of making payment on such Notes an amount of cash the Holders, U.S. Legal Tender, U.S. Government Obligations, or Government Securities as will, together with the income to accrue thereon and reinvestment a combination thereof, in such amounts as will be sufficientsufficient without reinvestment, in the opinion of as confirmed by a letter from a nationally recognized investment bank, appraisal firm, or firm of independent public accountantsaccountants in the form of an agreed-upon procedures letter in customary form, to paypay the principal of, satisfy and discharge the entire principal, interestpremium (including any Additional Amounts), if any, premium, if any and any other sums due to the Stated Maturity or an optional redemption date of the Notes; (2) no Default or Event of Default shall have occurred and be continuing interest on the Notes on the stated date of such deposit (other than a Default for payment thereof or Event of Default resulting from on the borrowing of funds to be applied to such deposit and the granting of Liens to secure such borrowing); (3) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over its other creditors or with the intent of defeating, hindering, delaying, or defrauding any of its other creditors or others; (4) the Issuer shall have delivered to the Trustee, (a) an Opinion of Counsel acceptable to the Trustee in its reasonable judgment or an advance tax ruling from the Canada Revenue Agency (or successor agency) to the effect that the Holders of outstanding Notes will not recognize income, gain or loss for Canadian income tax purposes as a result of such legal defeasance or covenant defeasanceapplicable redemption date, as the case may be, and will be subject to Canadian federal income tax on the same amounts, in the same manner, and at the same times as would have been the case if such legal defeasance or covenant defeasance, as the case may be, had not occurred; ; (b2) in the case of legal defeasanceLegal Defeasance, the Company has delivered to the Trustee an Opinion of Counsel from counsel in the United States who is reasonably acceptable to the Trustee in its reasonable judgment and independent of the Company to the effect that that, subject to customary assumptions and exclusions: (iA) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling, or ; or (iiB) since the Issue Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, subject to customary assumptions and exclusions and based thereon such Opinion of Counsel will confirm shall state that, the Holders of outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such legal 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 legal defeasance Legal Defeasance had not occurred; and ; (c3) in the case of covenant defeasanceCovenant Defeasance, the Company has delivered to the Trustee an Opinion of Counsel from counsel in the United States who is reasonably acceptable to the Trustee in its reasonable judgment to the effect that that, subject to customary assumptions and exclusions the Holders of outstanding Notes 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 in the case if such covenant defeasance Covenant Defeasance had not occurred; (4) in the case of Legal Defeasance or Covenant Defeasance, the Company has delivered to the Trustee: (A) an Opinion of Counsel from counsel in Canada who is reasonably acceptable to the Trustee to the effect that, subject to customary assumptions and exclusions based upon Canadian federal or provincial law then in effect, Holders will not recognize income, gain or loss for Canadian federal or provincial tax purposes, including withholding tax except for withholding tax then payable on interest payments due, as a result of Legal Defeasance or Covenant Defeasance, as the case may be, and will be subject to Canadian federal or provincial taxes on the same amounts and in the same manner and at the same time as would have been the case if such Legal Defeasance or Covenant Defeasance, as the case may be, had not occurred; or (B) a ruling directed to the Trustee received from the federal or provincial tax authorities of Canada and the relevant province thereof to the same effect as the Opinion of Counsel described in clause (A) above; (5) the Issuer no Default or Event of Default shall have satisfied occurred and be continuing on the date of the deposit pursuant to clause (1) of this Section 8.2 (except any Default or Event of Default resulting from the failure to comply with Section 3.8 as a result of the borrowing of the funds required to effect such deposit and the granting of Liens in connection therewith) and the Trustee that it has paid, caused received Officers’ Certificates to be paid or made provisions for such effect on the payment date of all applicable expenses of the Trusteesuch deposit; (6) the Trustee has received an Officers’ Certificate stating that such legal defeasance option Legal Defeasance or covenant defeasance option Covenant Defeasance will not result in a breach or violation of, or constitute a Default under, under this Indenture or any other material agreement or instrument (other than this Indenture) to which the Issuer Company or any of its Subsidiaries is a party or by which the Issuer Company or any of its Subsidiaries is bound; and; (7) the Issuer shall have Company has delivered to the Trustee an Officer’s Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or any Subsidiary of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others; and (8) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) from counsel who is reasonably acceptable to the Trustee, each stating that all conditions precedent provided for or relating to the legal defeasance option Legal Defeasance or the covenant defeasance option, as the case may be, Covenant Defeasance have been complied with.

Conditions to Defeasance. (a) The Issuer Companies may exercise its their legal defeasance option or its covenant defeasance option option, in each case, with respect to the Securities of a series only if: (1i) the Issuer Companies irrevocably deposit in trust with the Trustee cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient or U.S. Government Obligations, the principal of and the interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of and premium, if any, and interest on the Securities of such series when due at Stated Maturity or redemption, as the case may be, including interest thereon to maturity or such Redemption Date; provided that upon any redemption that requires the payment of the premium, the amount deposited shall have be sufficient for purposes of this Indenture to the extent that an amount is deposited or caused with the Trustee equal to the 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 as trust funds on or property prior to the date of the redemption (and any such deficit shall be set forth in trust for a written notice delivered to the purpose of making payment on such Notes an amount of cash or Government Securities as will, together with Holders and the income Trustee at least two (2) Business Days prior to accrue thereon and reinvestment thereof, be sufficient, in the opinion of Redemption Date); (ii) the Companies deliver to the Trustee a certificate from a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, accountants expressing their opinion that the payments of 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, satisfy and discharge the entire pay principal, interestpremium, if any, premium, if any and any other sums interest when due on all the Securities of such series to the Stated Maturity or redemption, as the case may be; provided that upon any redemption that requires the payment of a premium the amount deposited shall be sufficient for purposes of this Indenture to the extent that an optional redemption amount is deposited with the Trustee equal to the premium calculated as of the date of the Notes; 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 the date of the redemption (and any such deficit shall be set forth in a written notice delivered to the holders and the Trustee at least two (2) no Default or Event of Default shall have occurred and be continuing on Business Days prior to the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the granting of Liens to secure such borrowingRedemption Date); (3iii) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(f) or (g) with respect to any Company occurs which is continuing at the end of the period; (iv) the Issuer deposit does not constitute a default under any other agreement binding on the Companies; (v) in the case of the legal defeasance option, the Companies shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over its other creditors or with the intent of defeating, hindering, delaying, or defrauding any of its other creditors or others; (4) the Issuer shall have delivered to the Trustee, (a) an Opinion of Counsel acceptable to the Trustee in its reasonable judgment or an advance tax ruling from the Canada Revenue Agency (or successor agency) to the effect that the Holders of outstanding Notes will not recognize income, gain or loss for Canadian income tax purposes as a result of such legal defeasance or covenant defeasance, as the case may be, and will be subject to Canadian federal income tax on the same amounts, in the same manner, and at the same times as would have been the case if such legal defeasance or covenant defeasance, as the case may be, had not occurred; (b) in the case of legal defeasance, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect stating that (i1) the Issuer has Companies have received from, or there has been published by, the Internal Revenue Service a ruling, or (ii2) since the Issue Date, 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 will shall confirm that, the Holders of outstanding Notes will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such legal 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 legal deposit and defeasance had not occurred; , provided that such Opinion of Counsel shall not be required by this clause (v) if all the Securities of such series not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (cy) will become due and payable at their Stated Maturity within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Companies; (vi) such exercise does not impair the right of any Holder to receive payment of principal, premium, if any, and interest on such Holder’s Securities of such series 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 Securities of such series; (vii) in the case of the covenant defeasancedefeasance option, the Companies shall have delivered to the Trustee an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that the Holders of outstanding Notes such series will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such covenant 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 in the case if such covenant deposit and defeasance had not occurred; (5) the Issuer shall have satisfied the Trustee that it has paid, caused to be paid or made provisions for the payment of all applicable expenses of the Trustee; (6) such legal defeasance option or covenant defeasance option will not result in a breach or violation of, or constitute a Default under, any material agreement or instrument (other than this Indenture) to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound; and (7viii) the Issuer shall have delivered Companies deliver to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the legal defeasance option or and discharge of the covenant defeasance option, Securities of such series to be so defeased and discharged as the case may be, contemplated by this Article XII have been complied with. (b) Before or after a deposit, the Companies may make arrangements satisfactory to the Trustee for the redemption of such Securities at a future date in accordance with Article IV.

Conditions to Defeasance. The Issuer may exercise its legal defeasance option following shall be the conditions to application of Section 1302 or its covenant defeasance option only if: Section 1303 to any Securities or any series of Securities: (1) the Issuer Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 609 who shall agree to comply with the provisions of this Article Thirteen applicable to it) as trust funds or property in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities, (A) money in an amount, or (B) U.S. Government Obligations which through the scheduled payment on such Notes of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount of cash amount, or Government Securities as will, together with the income to accrue thereon and reinvestment (C) a combination thereof, be in each case sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay, satisfy and discharge the entire principal, interest, if any, premium, if any and any other sums due to the Stated Maturity or an optional redemption date of the Notes; (2) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than accountants expressed in a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the granting of Liens to secure such borrowing); (3) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over its other creditors or with the intent of defeating, hindering, delaying, or defrauding any of its other creditors or others; (4) the Issuer shall have written certification thereof delivered to the Trustee, (a) an Opinion of Counsel acceptable to pay and discharge, and which shall be applied by the Trustee in its reasonable judgment or an advance tax ruling from the Canada Revenue Agency (or successor agencyany such other qualifying trustee) to pay and discharge, the effect that the Holders principal of outstanding Notes will not recognize income, gain or loss for Canadian income tax purposes as a result of and any premium and interest on such legal defeasance or covenant defeasance, as the case may be, and will be subject to Canadian federal income tax Securities on the same amountsrespective Stated Maturities in accordance with the terms of this Indenture and such Securities. For this purpose, in the same manner, and at the same times as would have been the case if such legal defeasance or covenant defeasance, as the case may be, had not occurred; "U.S. Government Obligations" means (bx) in the case of legal defeasance, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that any security which is (i) a direct obligation of the Issuer has received from, or there has been published by, United States of America for the Internal Revenue Service a ruling, payment of which its full faith and credit is pledged or (ii) since an obligation of a Person controlled or supervised by and acting as an agency or instrumentality of the Issue DateUnited States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, there has been a change in the applicable U.S. federal income tax lawwhich, in either case (i) or (ii), is not callable or redeemable at the option of the issuer thereof, and (y) any depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any U.S. Government Obligation which is specified in Clause (x) above and held by such bank for the account of the holder of such depositary receipt, or with respect to any specific payment of principal of or interest on any U.S. Government Obligation which is so specified and held, provided that -------- (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the effect that, and based thereon such Opinion of Counsel will confirm that, the Holders of outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result holder of such legal defeasance and will be subject to 65 depository receipt from any amount received by the custodian in respect of the U.S. federal income tax on Government Obligation or the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; and (c) in the case of covenant defeasance, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that the Holders of 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 in the case if such covenant defeasance had not occurred; (5) the Issuer shall have satisfied the Trustee that it has paid, caused to be paid or made provisions for the specific payment of all applicable expenses principal of the Trustee; (6) or interest evidenced by such legal defeasance option or covenant defeasance option will not result in a breach or violation of, or constitute a Default under, any material agreement or instrument (other than this Indenture) to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound; and (7) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that all conditions precedent relating to the legal defeasance option or the covenant defeasance option, as the case may be, have been complied withdepository receipt.

Conditions to Defeasance. The Issuer Company may exercise its legal defeasance option or its covenant defeasance option only if: (1a) the Issuer shall have deposited or caused to be deposited Company irrevocably deposits in trust with the Trustee as trust funds or property money in trust for the purpose of making payment on such Notes an amount sufficient or U.S. Government Obligations, the principal of cash and interest on which will be sufficient, or Government Securities as will, together with the income to accrue thereon and reinvestment thereof, be a combination thereof sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to paypay the principal of, satisfy and discharge the entire principal, interest, premium (if any) and interest on the relevant series of Notes when due at maturity or redemption, premiumas the case may be, if any and any other sums due including interest thereon to the Stated Maturity maturity or an optional such redemption date of the Notesdate; (2b) no Default or Event in the case of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from legal defeasance option, the borrowing of funds to be applied to such deposit and the granting of Liens to secure such borrowing); (3) the Issuer Company shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over its other creditors or with the intent of defeating, hindering, delaying, or defrauding any of its other creditors or others; (4) the Issuer shall have delivered to the Trustee, (a) an Opinion of Counsel acceptable to the Trustee in its reasonable judgment or an advance tax ruling from the Canada Revenue Agency (or successor agency) to the effect that the Holders of outstanding Notes will not recognize income, gain or loss for Canadian income tax purposes as a result of such legal defeasance or covenant defeasance, as the case may be, and will be subject to Canadian federal income tax on the same amounts, in the same manner, and at the same times as would have been the case if such legal defeasance or covenant defeasance, as the case may be, had not occurred; (b) in the case of legal defeasance, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect stating that (i1) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii2) since the Issue Date, 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 will shall confirm that, the Holders of outstanding such series of Notes will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such legal 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 legal deposit and defeasance had not occurred; and ; (c) in the case of the covenant defeasancedefeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that the Holders of outstanding such series of Notes will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such covenant 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 in the case if such covenant deposit and defeasance had not occurred; (5d) the Issuer shall have satisfied deposit does not constitute a default under any other material agreement binding on the Trustee Company (other than that it has paid, caused resulting with respect to any Indebtedness being defeased from any borrowing of funds to be paid or made provisions for applied to make the payment of all applicable expenses of the Trustee; (6) deposit required to effect such legal defeasance option or covenant defeasance option will and any similar and simultaneous deposit relating to such Indebtedness, and the granting of Liens in connection therewith); (e) the Company delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not result in a breach or violation ofconstitute, or constitute is qualified as, a Default under, any material agreement or instrument (other than this Indenture) to which regulated investment company under the Issuer or any Investment Company Act of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound1940; and (7f) the Issuer shall have delivered Company delivers to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the legal defeasance option or and discharge of the covenant defeasance option, Notes as the case may be, contemplated by this Article Eight have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause (b) above with respect to a defeasance need not to be delivered if all Notes not therefore delivered to the Trustee for cancellation (x) have become due and payable, or (y) will become due and payable at Stated Maturity within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company.

Conditions to Defeasance. (a) The Issuer may exercise its legal defeasance option Legal Defeasance or its covenant defeasance option Covenant Defeasance only if: : (1) the Issuer shall have deposited or caused to be deposited must irrevocably deposit with the Trustee as trust funds or property Trustee, in trust trust, for the purpose benefit of making payment on such Notes an amount of the Holders, cash in U.S. dollars, U.S. dollar-denominated Government Securities, or Government Securities as will, together with the income to accrue thereon and reinvestment a combination thereof, in such amounts and with such maturities as will be sufficient, without consideration of any reinvestment of interest, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, investment bank or appraisal firm, to pay: (a) the principal of, satisfy and discharge the entire principal, interestpremium, if any, premium, if any and any other sums interest due to the Stated Maturity or an optional redemption date of the Notes; (2) no Default or Event of Default shall have occurred and be continuing on the Notes on the stated maturity date of such deposit (other than or on a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the granting of Liens to secure such borrowing); (3) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over its other creditors or with the intent of defeating, hindering, delaying, or defrauding any of its other creditors or others; (4) the Issuer shall have delivered to the Trustee, (a) an Opinion of Counsel acceptable to the Trustee in its reasonable judgment or an advance tax ruling from the Canada Revenue Agency (or successor agency) to the effect that the Holders of outstanding Notes will not recognize income, gain or loss for Canadian income tax purposes as a result of such legal defeasance or covenant defeasancespecified Redemption Date, as the case may be, and will be subject to Canadian federal income tax on the same amounts, in the same manner, and at the same times as would have been the case if such legal defeasance or covenant defeasance, as the case may be, had not occurred; (b) in if applicable, interest due on the case of legal defeasanceNotes on any intervening interest payment date, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that (i) and the Issuer has received frommust specify whether such Notes are being defeased to maturity or to a specified Redemption Date; provided, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the 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 will confirm that, the Holders of 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; and (c) in the case of covenant defeasance, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that the Holders of 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 in the case if such covenant defeasance had not occurred; (5) the Issuer shall have satisfied the Trustee upon any redemption that it has paid, caused to be paid or made provisions for requires the payment of all applicable expenses 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 Trustee; date of deposit, with any deficit as of the Redemption Date (6any such amount, the “Applicable Premium Deficit”) such legal defeasance option required to be deposited with the Trustee on or covenant defeasance option will not result prior to the Redemption Date. Any Applicable Premium Deficit shall be set forth in a breach or violation of, or constitute a Default under, any material agreement or instrument (other than this Indenture) to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound; and (7) the Issuer shall have an Officer’s Certificate delivered to the Trustee an Officer’s Certificate stating simultaneously with the deposit of such Applicable Premium Deficit that all conditions precedent relating to the legal defeasance option or the covenant defeasance option, as the case may be, have been complied withconfirms that such Applicable Premium Deficit shall be applied toward such redemption.

Conditions to Defeasance. (a) The Issuer may exercise its legal defeasance option or its covenant defeasance option only if: (1i) the Issuer irrevocably deposits in trust with the Trustee cash in U.S. Dollars sufficient to pay the principal of and premium (if any) and interest on the Notes when due at maturity or redemption, as the case may be; (ii) the Issuer delivers to the Trustee a certificate from a nationally recognized firm of independent accountants, investment bank or financial advisory firm expressing their opinion that the payments of principal and interest when due and without reinvestment on any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, and interest when due on all the Notes to maturity or redemption, as the case may be; (iii) no Default specified in Section 10.01(h) or (i) with respect to the Issuer shall have deposited occurred or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making payment on such Notes an amount of cash or Government Securities as will, together with the income to accrue thereon and reinvestment thereof, be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay, satisfy and discharge the entire principal, interest, if any, premium, if any and any other sums due to the Stated Maturity or an optional redemption date of the Notes; (2) no Default or Event of Default shall have occurred and be is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the granting of Liens to secure such borrowing)deposit; (3iv) the deposit does not constitute a default under any other material agreement or instrument binding on the Issuer; (v) in the case of the legal defeasance option, the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over its other creditors or with the intent of defeating, hindering, delaying, or defrauding any of its other creditors or others; (4) the Issuer shall have delivered to the Trustee, (a) an Opinion of Counsel acceptable to the Trustee in its reasonable judgment or an advance tax ruling from the Canada Revenue Agency (or successor agency) to the effect that the Holders of outstanding Notes will not recognize income, gain or loss for Canadian income tax purposes as a result of such legal defeasance or covenant defeasance, as the case may be, and will be subject to Canadian federal income tax on the same amounts, in the same manner, and at the same times as would have been the case if such legal defeasance or covenant defeasance, as the case may be, had not occurred; (b) in the case of legal defeasance, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect stating that (i1) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii2) since the Issue Date, 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 will shall confirm that, the Holders beneficial owners of outstanding the Notes 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 and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; 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 the date of the redemption. 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 Maturity Date 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 Issuer; (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 ▇▇▇▇▇▇’s Notes; (vii) in the case of the covenant defeasance option, the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders 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, in the same manner and at the same times as would have been the case if such legal deposit and defeasance had not occurred; and (c) in the case of covenant defeasance, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that the Holders of 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 in the case if such covenant defeasance had not occurred;and (5viii) the Issuer shall have satisfied the Trustee that it has paid, caused to be paid or made provisions for the payment of all applicable expenses of the Trustee; (6) such legal defeasance option or covenant defeasance option will not result in a breach or violation of, or constitute a Default under, any material agreement or instrument (other than this Indenture) to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound; and (7) the Issuer shall have delivered delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the legal defeasance option or and discharge of the covenant defeasance option, Notes to be so defeased and discharged as the case may be, contemplated by this Article XII have been complied with. (b) Before or after a deposit, the Issuer may make arrangements satisfactory to the Trustee for the redemption of such Notes at a future date in accordance with Article III.

Conditions to Defeasance. (a) The Issuer may exercise its legal defeasance option or its covenant defeasance option only if: (1i) the Issuer shall have deposited or caused to be deposited irrevocably deposits in trust with the Trustee (or an entity designated or appointed (as trust funds agent) by it for this purpose) cash in U.S. Dollars or property U.S. Government Obligations or a combination thereof sufficient (as determined by the Issuer in trust good faith), for the purpose payment of making payment on such Notes an amount of cash or Government Securities as will, together with the income to accrue thereon and reinvestment thereof, be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay, satisfy and discharge the entire principal, interest, premium (if any) and interest on the Notes to redemption or maturity, premium, if any and any other sums due to as the Stated Maturity or an optional redemption date of the Notes;case may be; (2) 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 and the granting of Liens to secure such borrowing); (3ii) the Issuer shall have delivered delivers to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over its other creditors or with the intent of defeating, hindering, delaying, delaying or defrauding any creditors of its other creditors the Issuer or others;any Guarantors or others; (4iii) the deposit does not constitute a default under any other material agreement or contract relating to Indebtedness binding on the Issuer (other than a default resulting from borrowing funds to be applied to make the deposit required to effect such legal defeasance or covenant defeasance and any similar and simultaneous deposit relating to such other Indebtedness and, in each case, the granting of Liens in connection therewith); (iv) the Issuer shall have delivered to the Trustee, (a) Trustee an Opinion of Counsel acceptable Counsel, subject to the Trustee in its reasonable judgment or an advance tax ruling from the Canada Revenue Agency (or successor agency) customary assumptions and exclusions to the effect that the Holders beneficial owners of outstanding Notes will not recognize income, gain or loss for Canadian income tax purposes as a result of such legal defeasance or covenant defeasance, as the case may be, and will be subject to Canadian federal income tax on the same amounts, in the same manner, and at the same times as would have been the case if such legal defeasance or covenant defeasance, as the case may be, had not occurred; (b) in the case of legal defeasance, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that (i) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the 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 will confirm that, the Holders of outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such legal 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 legal deposit and defeasance had not occurred; and occurred (c) and, in the case of covenant defeasancethe legal defeasance option only, an such Opinion of Counsel acceptable to must be based on a ruling received from, or published by, the Trustee Internal Revenue Service or a change in its reasonable judgment to the effect that the Holders of outstanding Notes will not recognize income, gain or loss for applicable 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 in the case if such covenant defeasance had not occurred;law); and (5v) the Issuer shall have satisfied the Trustee that it has paid, caused to be paid or made provisions for the payment of all applicable expenses of the Trustee; (6) such legal defeasance option or covenant defeasance option will not result in a breach or violation of, or constitute a Default under, any material agreement or instrument (other than this Indenture) to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound; and (7) the Issuer shall have delivered delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel (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 Notes to be so defeased and discharged as contemplated by this Article 8 have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by Section 8.02(a)(iv) above need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (x) are due and payable within one year or (y) have been or will become due and payable 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 Issuer. In addition, the Issuer will deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel (which may be subject to customary assumptions and exclusions) each stating that all conditions precedent under this Indenture relating to the legal defeasance option or the covenant defeasance option, as the case may be, have been complied with. (b) Before or after a deposit, the Issuer may make arrangements satisfactory to the Trustee for the redemption of such Notes at a future date in accordance with Article 3 of this Indenture.

Conditions to Defeasance. The Issuer may In order to exercise its legal defeasance option either Legal Defeasance or its covenant defeasance option only ifCovenant Defeasance: (1a) the Issuer shall have deposited or caused to be deposited the Parent Guarantor must irrevocably deposit with the Trustee as trust funds (or property such entity designated by the Trustee), in trust trust, (i) with respect to the Dollar Notes, for the purpose benefit of making payment on such Notes an amount the holders of the Dollar Notes, cash in U.S. Dollars, non-callable U.S. Government Obligations, or a combination of cash in U.S. Dollars and non-callable U.S. Government Obligations, and (ii) with respect to the Euro Notes, for the benefit of the holders of the Euro Notes, cash in Euros, non-callable European Government Obligations, or a combination of cash in Euros and non-callable European Government Securities Obligations, in each case, in such amounts as will, together with the income to accrue thereon and reinvestment thereof, shall be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to paypay the principal of, satisfy and discharge the entire principalinterest, interestpremium and Additional Amounts, if any, premium, if any and any other sums due to on the outstanding Notes on the Stated Maturity or an optional redemption date of the Notes; (2) 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 and the granting of Liens to secure such borrowing); (3) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over its other creditors or with the intent of defeating, hindering, delaying, or defrauding any of its other creditors or others; (4) the Issuer shall have delivered to the Trustee, (a) an Opinion of Counsel acceptable to the Trustee in its reasonable judgment or an advance tax ruling from the Canada Revenue Agency (or successor agency) to the effect that the Holders of outstanding Notes will not recognize income, gain or loss for Canadian income tax purposes as a result of such legal defeasance or covenant defeasanceapplicable redemption date, as the case may be, and will be subject the Issuer or the Parent Guarantor must specify whether the Notes are being defeased to Canadian federal income tax on the same amounts, in the same manner, and at the same times as would have been the case if such legal defeasance maturity or covenant defeasance, as the case may be, had not occurred; to a particular redemption date; (b) in the case of legal defeasanceLegal Defeasance, the Issuer or the Parent Guarantor must have delivered to the Trustee an Opinion opinion of Counsel counsel of recognized standing with respect to U.S. federal income tax matters (reasonably acceptable to the Trustee in its reasonable judgment to the effect Trustee) confirming that (i) the Issuer has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, ruling or (ii) since the Issue Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, that (and based thereon such Opinion of Counsel will opinion shall confirm that, ) the Holders beneficial owners of the outstanding Notes will shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such legal defeasance Legal 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 legal defeasance Legal Defeasance had not occurred; and ; (c) in the case of covenant defeasanceCovenant Defeasance, the Issuer or the Parent Guarantor must have delivered to the Trustee an Opinion opinion of Counsel counsel of recognized standing with respect to U.S. federal income tax matters (reasonably acceptable to the Trustee in its reasonable judgment to the effect Trustee) confirming that the Holders beneficial owners of the outstanding Notes will shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such covenant defeasance 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 in the case if such covenant defeasance Covenant Defeasance had not occurred; (5d) no Default or Event of Default has occurred and is continuing on the Issuer shall have satisfied date of such deposit (other than a Default or Event of Default resulting from the Trustee that it has paid, caused borrowing of funds to be paid or made provisions for the payment of all applicable expenses of the Trusteeapplied to such deposit); (6e) such legal defeasance option Legal Defeasance or covenant defeasance option will Covenant Defeasance, including the deposit described in clause (a), above, shall not result in a breach or violation of, or constitute a Default default under, any material agreement or instrument (other than this Indenture) to which the Issuer Parent Guarantor or any of its Subsidiaries is a party or by which the Issuer Parent Guarantor or any of its Subsidiaries is bound; (f) the Issuer or the Parent Guarantor must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuer or the Parent Guarantor with the intent of preferring the holders of Notes over the other creditors of the Issuer or the Parent Guarantor with the intent of defeating, hindering, delaying or defrauding creditors of the Issuer or the Parent Guarantor or others; and (7g) the Issuer shall have delivered or the Parent Guarantor must deliver to the Trustee an Officer’s Officers’ Certificate and an opinion of counsel (and the Trustee shall rely on both absolutely), each stating that all conditions precedent relating to the legal defeasance option Legal Defeasance or the covenant defeasance option, as the case may be, Covenant Defeasance have been complied with. If the funds deposited with the Trustee to effect Covenant Defeasance are insufficient to pay the principal of, premium, if any, and interest on the Notes when due because of any acceleration occurring after an Event of Default, then the Issuer and the Guarantors shall remain liable for such payments.

Conditions to Defeasance. The Issuer may exercise its legal defeasance option following shall be the conditions to application of Section 1302 or its covenant defeasance option only ifSection 1303 to any Securities or any series of Securities: (1) the Issuer Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 609 who shall agree to comply with the provisions of this Article Thirteen applicable to it) as trust funds or property in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities, (A) money in an amount, or (B) U.S. Government Obligations which through the scheduled payment on such Notes of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount of cash amount, or Government Securities as will, together with the income to accrue thereon and reinvestment (C) a combination thereof, be in each case sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay, satisfy and discharge the entire principal, interest, if any, premium, if any and any other sums due to the Stated Maturity or an optional redemption date of the Notes; (2) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than accountants expressed in a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the granting of Liens to secure such borrowing); (3) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over its other creditors or with the intent of defeating, hindering, delaying, or defrauding any of its other creditors or others; (4) the Issuer shall have written certification thereof delivered to the Trustee, (a) an Opinion of Counsel acceptable to pay and discharge, and which shall be applied by the Trustee in its reasonable judgment or an advance tax ruling from the Canada Revenue Agency (or successor agencyany such other qualifying trustee) to pay and discharge, the effect that the Holders principal of outstanding Notes will not recognize income, gain or loss for Canadian income tax purposes as a result of and any premium and interest on such legal defeasance or covenant defeasance, as the case may be, and will be subject to Canadian federal income tax Securities on the same amountsrespective Stated Maturities in accordance with the terms of this Indenture and such Securities. For this purpose, in the same manner, and at the same times as would have been the case if such legal defeasance or covenant defeasance, as the case may be, had not occurred; "U.S. Government Obligations" means (bx) in the case of legal defeasance, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that any security which is (i) a direct obligation of the Issuer has received from, or there has been published by, United States of America for the Internal Revenue Service a ruling, payment of which its full faith and credit is pledged or (ii) since an obligation of a Person controlled or supervised by and acting as an agency or instrumentality of the Issue DateUnited States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, there has been a change in the applicable U.S. federal income tax lawwhich, in either case (i) or (ii), is not callable or redeemable at the option of the issuer thereof, and (y) any depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any U.S. Government Obligation which is specified in Clause (x) above and held by such bank for the account of the holder of such depositary receipt, or with respect to any specific payment of principal of or interest on any U.S. Government Obligation which is so specified and held, provided that (except as -------- required by law) such custodian is not authorized to make any deduction from the amount payable to the effect that, and based thereon such Opinion of Counsel will confirm that, the Holders of outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result holder of such legal defeasance and will be subject to depository receipt from any amount received by the custodian in respect of the U.S. federal income tax on Government Obligation or the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; and (c) in the case of covenant defeasance, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that the Holders of 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 in the case if such covenant defeasance had not occurred; (5) the Issuer shall have satisfied the Trustee that it has paid, caused to be paid or made provisions for the specific payment of all applicable expenses principal of the Trustee; (6) or interest evidenced by such legal defeasance option or covenant defeasance option will not result in a breach or violation of, or constitute a Default under, any material agreement or instrument (other than this Indenture) to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound; and (7) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that all conditions precedent relating to the legal defeasance option or the covenant defeasance option, as the case may be, have been complied withdepository receipt.

Conditions to Defeasance. The Issuer Company may exercise its legal defeasance option or its covenant defeasance option only if: : (1a) the Issuer Company shall have deposited or caused to be deposited irrevocably deposit with the Trustee as trust funds or property another entity designated by the Trustee for such purpose, in trust trust, for the purpose benefit of making payment on the Holders, U.S. dollars or U.S. Government Obligations, or a combination of U.S. dollars and U.S. Government Obligations, in such Notes an amount of cash or Government Securities amounts as will, together with the income to accrue thereon and reinvestment thereof, shall be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to paypay the principal of, satisfy or interest and discharge the entire principal, interestpremium, if any, premium, if any and any other sums due to on the outstanding Notes issued hereunder on the Stated Maturity or an optional redemption date of the Notes; (2) 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 and the granting of Liens to secure such borrowing); (3) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over its other creditors or with the intent of defeating, hindering, delaying, or defrauding any of its other creditors or others; (4) the Issuer shall have delivered to the Trustee, (a) an Opinion of Counsel acceptable to the Trustee in its reasonable judgment or an advance tax ruling from the Canada Revenue Agency (or successor agency) to the effect that the Holders of outstanding Notes will not recognize income, gain or loss for Canadian income tax purposes as a result of such legal defeasance or covenant defeasanceapplicable Redemption Date, as the case may be, and will be subject the Company must specify whether the Notes are being defeased to Canadian federal income tax on the same amounts, in the same manner, and at the same times as would have been the case if such legal defeasance maturity or covenant defeasance, as the case may be, had not occurredto a particular Redemption Date; (b) in the case of legal defeasance, the Company has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee in its reasonable judgment confirming that, subject to the effect that customary assumptions and exclusions, (i) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (ii) since the 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 will shall confirm that, the Holders of outstanding Notes will shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such legal 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 legal defeasance had not occurred; and (c) in the case of covenant defeasance, the Company has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee in its reasonable judgment confirming that, subject to the effect that customary assumptions and exclusions, the Holders of the respective outstanding Notes will 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 in the case if such covenant defeasance had not occurred; ; (5) the Issuer shall have satisfied the Trustee that it has paid, caused to be paid or made provisions for the payment of all applicable expenses of the Trustee; (6d) such legal defeasance option or covenant defeasance option will shall not result in a breach or violation of, or constitute a Default default under, any material agreement or instrument (other than this Indenture) to which the Issuer Company or any of its Subsidiaries is a party or by which the Issuer Company or any of its Subsidiaries is bound; and (7e) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowings); (f) the Issuer Company shall have delivered deliver to the Trustee an Officer’s Certificate stating that all conditions precedent relating Opinion of Counsel to the legal defeasance option or effect that, assuming, among other things, no intervening bankruptcy of the covenant defeasance optionCompany between the date of deposit and the 91st day following the deposit and assuming that no Holder is an “insider” of the Company under applicable bankruptcy law, as after the case may be91st day following the deposit, have been complied with.the trust funds shall not be subject to the effect of Section 547 of Title 11 of the United States Code; 58

Conditions to Defeasance. The Issuer Company may exercise its legal defeasance option or its covenant defeasance option only if: (1i) the Issuer Company shall have deposited or caused to be deposited irrevocably deposit with the Trustee as trust funds or property another entity designated by the Trustee for such purpose, in trust trust, for the purpose benefit of making payment on the Holders, U.S. dollars or U.S. Government Obligations, or a combination of U.S. dollars and U.S. Government Obligations, in such Notes an amount of cash or Government Securities amounts as will, together with the income to accrue thereon and reinvestment thereof, shall be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to paypay the principal of, satisfy or interest and discharge the entire principal, interestpremium, if any, premium, if any and any other sums due to on the outstanding Notes issued hereunder on the Stated Maturity or an optional redemption date of on the Notesapplicable Redemption Date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to a particular Redemption Date; (2ii) in the case of legal defeasance, the Company has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the 69 Issue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders shall not recognize income, gain or loss for federal income tax purposes as a result of such legal defeasance and shall be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; (iii) in the case of covenant defeasance, the Company has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the respective outstanding Notes shall not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and shall be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; (iv) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (v) no Default or Event of Default shall have has occurred and be is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the granting grant of Liens to secure any Lien securing such borrowingborrowings); (3vi) the Issuer Company shall have delivered deliver to the Trustee an Officer’s Opinion of Counsel to the effect that, assuming, among other things, no intervening bankruptcy of the Company between the date of deposit and the 91st day following the deposit and assuming that no Holder is an “insider” of the Company under applicable bankruptcy law, after the 91st day following the deposit, the trust funds shall not be subject to the effect of Section 547 of Title 11 of the United States Code; (vii) the Company shall deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over its other creditors or Company with the intent of defeating, hindering, delaying, delaying or defrauding any creditors of its other creditors the Company or others;; and (4viii) the Issuer Company shall have delivered deliver to the Trustee, (a) Trustee an Officers’ Certificate and an Opinion of Counsel acceptable to the Trustee in its reasonable judgment or an advance tax ruling from the Canada Revenue Agency (or successor agency) to the effect that the Holders which Opinion of outstanding Notes will not recognize income, gain or loss for Canadian income tax purposes as a result of such legal defeasance or covenant defeasance, as the case Counsel may be, and will be subject to Canadian federal income tax on the same amountscustomary assumptions and exclusions), in the same manner, and at the same times as would have been the case if such legal defeasance or covenant defeasance, as the case may be, had not occurred; (b) in the case of legal defeasance, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that (i) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the 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 will confirm that, the Holders of 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; and (c) in the case of covenant defeasance, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that the Holders of 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 in the case if such covenant defeasance had not occurred; (5) the Issuer shall have satisfied the Trustee that it has paid, caused to be paid or made provisions for the payment of all applicable expenses of the Trustee; (6) such legal defeasance option or covenant defeasance option will not result in a breach or violation of, or constitute a Default under, any material agreement or instrument (other than this Indenture) to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound; and (7) the Issuer shall have delivered to the Trustee an Officer’s Certificate each stating that all conditions precedent relating to the legal defeasance option or the covenant defeasance option, as the case may be, have been complied with.

Conditions to Defeasance. The Issuer may In order to exercise its legal defeasance option either Legal Defeasance or its covenant defeasance option only ifCovenant Defeasance with respect to the outstanding Notes: (1a) the Issuer shall Company must irrevocably have deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefit of, the Holders of the Notes: (1) money in cash in U.S. Dollars in an amount, (2) U.S. Government Obligations, which through the scheduled payment on such Notes of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount of cash or Government Securities as will, together with the income to accrue thereon and reinvestment (3) a combination thereof, be sufficientin each case sufficient without reinvestment, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountantsaccountants in the case of U.S. Government Obligations (or, if two or more nationally recognized firms of independent public accountants decline to issue such opinion after the Company has made reasonable efforts to obtain such an opinion, in the opinion of the Company’s chief financial officer) expressed in a written certification thereof delivered to the Trustee, to paypay and discharge, satisfy and discharge which shall be applied by the Trustee to pay and discharge, the entire principal, interestindebtedness in respect of the principal of and premium, if any, premium, if any and any other sums due to interest on the Notes on the Stated Maturity thereof or an optional (if the Company has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption date by the Trustee in the name and at the expense of the Company) the Redemption Date thereof, as the case may be, in accordance with the terms of this Indenture and the Notes; (b) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel from counsel satisfactory to the Trustee stating that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (2) since the date of this Indenture, there has been a change in the applicable United States federal income tax law, in either case (1) or (2) to the effect that, and based thereon such opinion shall confirm that, the beneficial owners of the Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit and Legal Defeasance to be effected with respect to such Notes and will be subject to United States federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Legal Defeasance were not to occur; (c) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the beneficial owners of such outstanding Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Notes and will be subject to United States federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur; (d) no Default or Event of Default with respect to the outstanding Notes shall have occurred and be continuing on at the date time of such deposit after giving effect thereto (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other Debt) and the granting of Liens any Lien to secure such borrowing); (3e) the Issuer such Legal Defeasance or Covenant Defeasance shall have delivered to not cause the Trustee an Officer’s Certificate stating that to have a conflicting interest within the deposit was not made by meaning of the Issuer with Trust Indenture Act (assuming all Notes are in default within the intent meaning of preferring the Holders over its other creditors or with the intent of defeating, hindering, delaying, or defrauding any of its other creditors or othersTrust Indenture Act); (4) the Issuer shall have delivered to the Trustee, (a) an Opinion of Counsel acceptable to the Trustee in its reasonable judgment or an advance tax ruling from the Canada Revenue Agency (or successor agency) to the effect that the Holders of outstanding Notes will not recognize income, gain or loss for Canadian income tax purposes as a result of such legal defeasance or covenant defeasance, as the case may be, and will be subject to Canadian federal income tax on the same amounts, in the same manner, and at the same times as would have been the case if such legal defeasance or covenant defeasance, as the case may be, had not occurred; (b) in the case of legal defeasance, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that (i) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the 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 will confirm that, the Holders of 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; and (c) in the case of covenant defeasance, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that the Holders of 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 in the case if such covenant defeasance had not occurred; (5) the Issuer shall have satisfied the Trustee that it has paid, caused to be paid or made provisions for the payment of all applicable expenses of the Trustee; (6f) such legal defeasance option Legal Defeasance or covenant defeasance option will Covenant Defeasance shall not result in a breach or violation of, or constitute a Default default under, any material agreement or material instrument (other than this Indenture) to which the Issuer or any of its Subsidiaries Company is a party or by which the Issuer Company is bound (other than a default or event of default under any such other instrument resulting from borrowing funds to be applied to make the deposit under this Indenture in connection with the legal defeasance or covenant defeasance (and any similar concurrent deposit relating to other Debt) and the granting of its Subsidiaries is boundLiens in connection therewith); and (7g) the Issuer Company shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating with respect to the legal defeasance option such Legal Defeasance or the covenant defeasance option, as the case may be, Covenant Defeasance have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause (b) of this Section 9.02 with respect to a Legal Defeasance need not to be delivered if all Notes not previously delivered to the Trustee for cancellation (x) have become due and payable, or (y) will become due and payable within one year at Stated Maturity or 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.

Conditions to Defeasance. The Issuer Company may exercise its legal defeasance option or its covenant defeasance option with respect to a series of Securities only ifif the following conditions are satisfied: (1a) the Issuer shall have Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose benefit of making payment on the Holders of such Notes series with the Trustee or a Paying Agent or a trustee satisfactory to the Trustee and the Company, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee and any such Paying Agent, (i) money in an amount of cash or Eligible Obligations sufficient, or (ii) U.S. Government Securities Obligations or Eligible Obligations that shall be payable as will, together with the income to accrue thereon principal and reinvestment thereof, be interest in such amounts and at such times as are sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountantsaccountants expressed in a written certification thereof delivered to the Trustee (without consideration of any reinvestment of such interest), or (iii) any combination thereof in an amount sufficient, to paypay the principal of, satisfy and discharge the entire principal, interest, if any, premium, if any interest on and any other sums Additional Amounts payable with respect to the outstanding Securities of such series on the dates such installments are due to redemption or Stated Maturity, (b) the Stated Maturity or an optional redemption date trustee of the Notesirrevocable trust shall have been irrevocably instructed to pay such money or the proceeds of such U.S. Government Obligations or Eligible Obligations to the Trustee and (c) the Trustee or Paying Agent shall have been irrevocably instructed in writing to apply the deposited money and the proceeds from U.S. Government Obligations or Eligible Obligations in accordance with the terms of this Indenture and the terms of the Securities of such series to the payment of principal of, interest on and any Additional Amounts payable with respect to the Securities of such series; (2b) such deposit described in clause (a) of this Section 8.2 will not result in a breach or violation of, or constitute a Default under, any other agreement or instrument to which the Company is a party or by which it is bound; (c) no Default or Event of Default shall have occurred and be continuing on (i) as of the date of such deposit or (other than a Default or Event ii) insofar as Sections 6.1(d) and 6.1(e) are concerned at any time during the period ending on the 91st day after the date of Default resulting from the borrowing of funds to be applied to such deposit or, if longer, ending on the day following the expiration of the longest preference period applicable to the Company in respect of such deposit (it being understood that the condition in this clause (ii) is a condition subsequent and shall not be deemed satisfied until the granting expiration of Liens to secure such borrowingperiod); (3d) the Issuer Company has paid or caused to be paid all sums currently due and payable by the Company hereunder and under the Securities with respect to such series including but not limited to all amounts due under section 7.7; (e) such defeasance shall have not cause or permit any Securities then listed on any national securities exchange to be delisted; (f) the Company has delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the deposit was not made termination by the Issuer with the intent of preferring the Holders over its other creditors or with the intent of defeating, hindering, delaying, or defrauding any Company of its other creditors or othersobligations as provided in this Section 8.2 have been complied with; (4g) in the Issuer shall have case of the legal defeasance option, the Company has delivered to the TrusteeTrustee either (i) a ruling received from the Internal Revenue Service to the effect that, or (aii) an Opinion of Counsel acceptable to by recognized counsel who is not an employee of the Trustee Company stating that, since the date first set forth hereinabove, there has been a change in its reasonable judgment the applicable federal income tax law, and based upon either case (i) or an advance tax ruling from the Canada Revenue Agency (or successor agencyii) to the effect that such Opinion of Counsel shall confirm that, the Holders of outstanding Notes the Securities of such series will not recognize income, gain or loss for Canadian income tax purposes as a result of such legal defeasance or covenant defeasance, as the case may be, and will be subject to Canadian federal income tax on the same amounts, in the same manner, and at the same times as would have been the case if such legal defeasance or covenant defeasance, as the case may be, had not occurred; (b) in the case of legal defeasance, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that (i) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the 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 will confirm that, the Holders of outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such the Company's exercise of its legal defeasance option under this Section 8.2 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 legal defeasance option had not occurredbeen exercised; and and (ch) in the case of the covenant defeasancedefeasance option, the Company has delivered to the Trustee either (i) a ruling received from the Internal Revenue Service to the effect that, or (ii) an Opinion of Counsel acceptable to by recognized counsel who is not an employee of the Trustee in its reasonable judgment to the effect that Company stating that, the Holders of outstanding Notes the Securities of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such the Company's exercise of its covenant defeasance option under this paragraph 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 in the case if such covenant defeasance option had not occurred; (5) the Issuer shall have satisfied the Trustee that it has paid, caused to be paid or made provisions for the payment of all applicable expenses of the Trustee; (6) such legal defeasance option or covenant defeasance option will not result in a breach or violation of, or constitute a Default under, any material agreement or instrument (other than this Indenture) to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound; and (7) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that all conditions precedent relating to the legal defeasance option or the covenant defeasance option, as the case may be, have been complied withexercised.

Conditions to Defeasance. The Issuer Company may exercise its legal defeasance option or its covenant defeasance option only if: (1a) the Issuer Company irrevocably deposits in trust with the Trustee money in U.S. Dollars, U.S. Government Obligations or a combination thereof for the payment of principal of and interest (including premium, if any) on the Notes to maturity or a Redemption Date permitted under this Indenture; provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall have be sufficient for purposes of this Indenture to the extent that an amount is deposited or caused with the Trustee equal to the Applicable Premium calculated as if the Redemption Date is the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee as trust funds on or property prior to the Redemption Date. Any Applicable Premium Deficit shall be set forth in trust for an Officer’s Certificate delivered to the purpose of making payment on Trustee at least two (2) Business Days prior to the Redemption Date that confirms that such Notes an amount of cash or Government Securities as will, together with Applicable Premium Deficit shall be applied toward such redemption; (b) the income Company delivers to accrue thereon and reinvestment thereof, be sufficient, in the opinion Trustee a certificate of a nationally recognized accounting firm expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment bank, appraisal firm, or firm of independent public accountants, will provide cash at the times and in amounts as will be sufficient to pay, satisfy pay principal and discharge the entire principal, interestinterest (including premium, if any) when due on all the Notes to maturity or redemption, premium, if any and any other sums due to as the Stated Maturity or an optional redemption date of the Notescase may be; (2c) no Default or Event of Default shall have has occurred and be is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the granting of Liens to secure such borrowing)after giving effect thereto; (3d) the Issuer shall have delivered to deposit does not constitute a default under any other material agreement or instrument binding on the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over its other creditors or with the intent of defeating, hindering, delaying, or defrauding any of its other creditors or othersCompany; (4) the Issuer shall have delivered to the Trustee, (a) an Opinion of Counsel acceptable to the Trustee in its reasonable judgment or an advance tax ruling from the Canada Revenue Agency (or successor agency) to the effect that the Holders of outstanding Notes will not recognize income, gain or loss for Canadian income tax purposes as a result of such legal defeasance or covenant defeasance, as the case may be, and will be subject to Canadian federal income tax on the same amounts, in the same manner, and at the same times as would have been the case if such legal defeasance or covenant defeasance, as the case may be, had not occurred; (be) in the case of the legal defeasancedefeasance option, the Company delivers to the Trustee an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect stating that (i1) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii2) since the Issue Date, 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 case, that, and based thereon such the Opinion of Counsel will shall confirm that, the Holders beneficial owners of outstanding the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such legal the defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the defeasance had not occurred; (f) in the case of the covenant defeasance option, the Company delivers to the Trustee an Opinion of Counsel to the effect that the beneficial owners of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of that 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 legal that covenant defeasance had not occurred; and (c) in the case of covenant defeasance, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that the Holders of 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 in the case if such covenant defeasance had not occurred; (5) the Issuer shall have satisfied the Trustee that it has paid, caused to be paid or made provisions for the payment of all applicable expenses of the Trustee; (6) such legal defeasance option or covenant defeasance option will not result in a breach or violation of, or constitute a Default under, any material agreement or instrument (other than this Indenture) to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound; and (7g) the Issuer shall have delivered Company delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the legal defeasance option or and discharge of this Indenture and the covenant defeasance option, Notes as the case may be, contemplated by this Article have been complied with. Simultaneous with a deposit, the Issuer may make arrangements satisfactory to the Trustee for the redemption of Notes at a future date in accordance with Article 3.

Conditions to Defeasance. The Issuer may exercise its legal defeasance option or its covenant defeasance option only if: following shall be the conditions to application of Section 1302 to the Outstanding Securities of such series: (1) the Issuer Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 609 who shall agree to comply with the provisions of this Article Thirteen applicable to it) as trust funds or property in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities, (A) money in an amount, or (B) U.S. Government Obligations which through the scheduled payment on such Notes of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount of cash amount, or Government Securities as will, together with the income to accrue thereon and reinvestment (C) a combination thereof, be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay, satisfy and discharge the entire principal, interest, if any, premium, if any and any other sums due to the Stated Maturity or an optional redemption date of the Notes; (2) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than accountants expressed in a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the granting of Liens to secure such borrowing); (3) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over its other creditors or with the intent of defeating, hindering, delaying, or defrauding any of its other creditors or others; (4) the Issuer shall have written certification thereof delivered to the Trustee, (a) an Opinion of Counsel acceptable to pay and discharge, and which shall be applied by the Trustee in its reasonable judgment or an advance tax ruling from the Canada Revenue Agency (or successor agencyother qualifying trustee) to the effect that the Holders of outstanding Notes will not recognize incomepay and discharge, gain or loss for Canadian income tax purposes as a result of such legal defeasance or covenant defeasance, as the case may be, and will be subject to Canadian federal income tax on the same amounts, in the same manner, and at the same times as would have been the case if such legal defeasance or covenant defeasance, as the case may be, had not occurred; (b) in the case of legal defeasance, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that (i) the Issuer has received fromprincipal of (and premium, if 81 1303 72 any, on) and each installment of principal of (and premium, if any) and interest on the Outstanding Securities of such series on the Stated Maturity of such principal or there has been published by, the Internal Revenue Service a ruling, installment of principal or interest and (ii) since the Issue Date, there has been a change in the any mandatory sinking fund payments or analogous payments applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel will confirm that, the Holders of outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result Outstanding Securities of such legal defeasance and will be subject to U.S. federal income tax series on the same amounts, day on which such payments are due and payable in accordance with the same manner terms of this Indenture and at the same times as would have been the case if such legal defeasance had not occurred; and (c) in the case of covenant defeasance, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that the Holders of 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 Securities. For this purpose, "U.S. federal income tax on Government Obligations" means securities that are (x) direct obligations of the same amounts, in the same manner and at the same times as would have been in the case if such covenant defeasance had not occurred; (5) the Issuer shall have satisfied the Trustee that it has paid, caused to be paid or made provisions United States of America for the payment of all applicable expenses which its full faith and credit is pledged or (y) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the Trustee; United States of America, for the payment of which its full faith and credit is pledged, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (6as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt, provided that (except as required by law) such legal defeasance option or covenant defeasance option will custodian is not result in a breach or violation of, or constitute a Default under, authorized to make any material agreement or instrument (other than this Indenture) to which deduction from the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound; and (7) the Issuer shall have delivered amount payable to the Trustee an Officer’s Certificate stating that all conditions precedent relating to holder of such depository receipt from any amount received by the legal defeasance option custodian in respect of the U.S. Government Obligation or the covenant defeasance option, as specific payment of principal of or interest on the case may be, have been complied withU.S. Government Obligation evidenced by such depository receipt.

Conditions to Defeasance. The Issuer Company may exercise its legal defeasance option or its covenant defeasance option only if: (1a) the Issuer Company shall have deposited or caused to be deposited irrevocably deposit with the Trustee as trust funds or property another entity designated by the Trustee for such purpose, in trust trust, for the purpose benefit of making payment on the Holders, U.S. dollars or U.S. Government Obligations, or a combination of U.S. dollars and U.S. Government Obligations, in such Notes an amount of cash or Government Securities amounts as will, together with the income to accrue thereon and reinvestment thereof, shall be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to paypay the principal of, satisfy or interest and discharge the entire principal, interestpremium, if any, premium, if any and any other sums due to on the outstanding Notes issued hereunder on the Stated Maturity or an optional redemption date of on the Notesapplicable Redemption Date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to a particular Redemption Date; (2b) in the case of legal defeasance, the Company has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (ii) since the Issue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders shall not recognize income, gain or loss for federal income tax purposes as a result of such legal defeasance and shall be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; (c) in the case of covenant defeasance, the Company has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the respective outstanding Notes shall not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and shall be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; (d) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (e) no Default or Event of Default shall have has occurred and be is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the granting grant of Liens to secure any Lien securing such borrowingborrowings); (3f) the Issuer Company shall have delivered deliver to the Trustee an Officer’s Opinion of Counsel to the effect that, assuming, among other things, no intervening bankruptcy of the Company between the date of deposit and the 91st day following the deposit and assuming that no Holder is an “insider” of the Company under applicable bankruptcy law, after the 91st day following the deposit, the trust funds shall not be subject to the effect of Section 547 of Title 11 of the United States Code; (g) the Company shall deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over its other creditors or Company with the intent of defeating, hindering, delaying, delaying or defrauding any creditors of its other creditors the Company or others;; and (4h) the Issuer Company shall have delivered deliver to the Trustee, (a) Trustee an Officers’ Certificate and an Opinion of Counsel acceptable to the Trustee in its reasonable judgment or an advance tax ruling from the Canada Revenue Agency (or successor agency) to the effect that the Holders which Opinion of outstanding Notes will not recognize income, gain or loss for Canadian income tax purposes as a result of such legal defeasance or covenant defeasance, as the case Counsel may be, and will be subject to Canadian federal income tax on the same amountscustomary assumptions and exclusions), in the same manner, and at the same times as would have been the case if such legal defeasance or covenant defeasance, as the case may be, had not occurred; (b) in the case of legal defeasance, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that (i) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the 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 will confirm that, the Holders of 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; and (c) in the case of covenant defeasance, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that the Holders of 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 in the case if such covenant defeasance had not occurred; (5) the Issuer shall have satisfied the Trustee that it has paid, caused to be paid or made provisions for the payment of all applicable expenses of the Trustee; (6) such legal defeasance option or covenant defeasance option will not result in a breach or violation of, or constitute a Default under, any material agreement or instrument (other than this Indenture) to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound; and (7) the Issuer shall have delivered to the Trustee an Officer’s Certificate each stating that all conditions precedent relating to the legal defeasance option or the covenant defeasance option, as the case may be, have been complied with.

Conditions to Defeasance. The Issuer may In order to exercise its legal defeasance option either Legal Defeasance or its covenant defeasance option only ifCovenant Defeasance with respect to the outstanding Notes: (1a) the Issuer shall Company must irrevocably have deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefit of, the Holders of such Notes: (1) money in cash in U.S. Dollars in an amount, (2) U.S. Government Obligations, which through the scheduled payment on such Notes of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount of cash or Government Securities as will, together with the income to accrue thereon and reinvestment (3) a combination thereof, be sufficientin each case sufficient without reinvestment, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountantsaccountants (or, if two or more nationally recognized firms of independent public accountants decline to issue such opinion after the Company has made reasonable efforts to obtain such an opinion, in the opinion of the Company's chief financial officer) expressed in a written certification thereof delivered to the Trustee in form and substance reasonably acceptable to the Trustee, to paypay and discharge, satisfy and discharge which shall be applied by the Trustee to pay and discharge, the entire principal, interestindebtedness in respect of the principal of and premium, if any, premium, if any and any other sums due to interest on such Notes on the Stated Maturity thereof or an optional (if the Company has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption date by the Trustee in the name and at the expense of the Company) the Redemption Date thereof, as the case may be, in accordance with the terms of this Indenture and the Notes; (b) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel satisfactory to the Trustee stating that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (2) since the date of this Indenture, there has been a change in the applicable United States federal income tax law, in either case (1) or (2) to the effect that, and based thereon such opinion shall confirm that, the Holders of the Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit and Legal Defeasance to be effected with respect to such Notes and will be subject to United States federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Legal Defeasance were not to occur; (c) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such outstanding Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Notes and will be subject to United States federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur; (d) no Default or Event of Default with respect to the outstanding Notes shall have occurred and be continuing on at the date time of such deposit after giving effect thereto (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other Debt) and the granting of Liens any Lien to secure such borrowing); (3e) the Issuer such Legal Defeasance or Covenant Defeasance shall have delivered to not cause the Trustee an Officer’s Certificate stating that to have a conflicting interest within the deposit was not made by meaning of the Issuer with Trust Indenture Act (assuming all Notes are in default within the intent meaning of preferring the Holders over its other creditors or with the intent of defeating, hindering, delaying, or defrauding any of its other creditors or othersTrust Indenture Act); (4) the Issuer shall have delivered to the Trustee, (a) an Opinion of Counsel acceptable to the Trustee in its reasonable judgment or an advance tax ruling from the Canada Revenue Agency (or successor agency) to the effect that the Holders of outstanding Notes will not recognize income, gain or loss for Canadian income tax purposes as a result of such legal defeasance or covenant defeasance, as the case may be, and will be subject to Canadian federal income tax on the same amounts, in the same manner, and at the same times as would have been the case if such legal defeasance or covenant defeasance, as the case may be, had not occurred; (b) in the case of legal defeasance, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that (i) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the 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 will confirm that, the Holders of 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; and (c) in the case of covenant defeasance, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that the Holders of 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 in the case if such covenant defeasance had not occurred; (5) the Issuer shall have satisfied the Trustee that it has paid, caused to be paid or made provisions for the payment of all applicable expenses of the Trustee; (6f) such legal defeasance option Legal Defeasance or covenant defeasance option will Covenant Defeasance shall not result in a breach or violation of, or constitute a Default default under, any material agreement or material instrument (other than this Indenture) to which the Issuer or any of its Subsidiaries Company is a party or by which the Issuer Company is bound (other than a default or event of default under any such other instrument resulting from borrowing funds to be applied to make the deposit under this Indenture in connection with the legal defeasance or covenant defeasance (and any similar concurrent deposit relating to other Debt) and the granting of its Subsidiaries is boundLiens in connection therewith); and (7g) the Issuer Company shall have delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel in form and substance reasonably acceptable to the Trustee, each stating that all conditions precedent relating with respect to the legal defeasance option such Legal Defeasance or the covenant defeasance option, as the case may be, Covenant Defeasance have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause (b) of this Section 9.02 with respect to a Legal Defeasance need not to be delivered if all Notes not previously delivered to the Trustee for cancellation (x) have become due and payable, or (y) will become due and payable within one year at Stated Maturity or 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.

Conditions to Defeasance. The Issuer may In order to exercise its legal defeasance option either Legal Defeasance or its covenant defeasance option only ifCovenant Defeasance: (1a) the Issuer shall have deposited must irrevocably deposit or caused cause to be deposited in trust with the Trustee as trust funds or property in trust Trustee, for the purpose benefit of making the Holders of the Notes, cash in euro, European Government Obligations, or a combination thereof (if applicable, in combination with Qualified Interest Rate Agreements) that through the payment on of interest and principal (in respect of such Notes an amount money or European Government Obligations) or other amounts (in respect of cash or Government Securities such Qualified Interest Rate Agreements) shall provide funds (net of any amounts payable by the trust pursuant to any such Qualified Interest Rate Agreements) as will, together with the income to accrue thereon and reinvestment thereof, will be sufficient, in the opinion of a nationally an internationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay, satisfy pay and discharge the entire principalprincipal of, interestpremium, if any, premiumand interest, if any and any other sums due to on the outstanding Notes on the Stated Maturity or on the applicable redemption date, as the case may be, and the Issuer must (i) specify whether the Notes are being defeased to maturity or to a particular redemption date; and (ii) if applicable, have delivered to the Trustee an optional redemption date irrevocable notice to redeem all of the Notesoutstanding Notes of such principal, premium, if any, or interest; (2b) in the case of Legal Defeasance, the Issuer must have delivered to the Trustee an Opinion of Counsel acceptable to the Trustee, in form and substance reasonably satisfactory to the Trustee stating that (i) the Issuer has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the Issue Date, there has been a change in applicable U.S. federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such 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; (c) in the case of Legal Defeasance, the Issuer must have delivered to the Trustee an Opinion of Counsel acceptable to the Trustee, in form and substance reasonably satisfactory to the Trustee to the effect that the Holders of the outstanding Notes will not recognize income, gain or loss for tax purposes in the Netherlands as a result of such Legal Defeasance and will be subject to tax in the Netherlands 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; (d) in the case of Covenant Defeasance, the Issuer must have delivered to the Trustee an Opinion of Counsel acceptable to the Trustee, in form and substance reasonably satisfactory to the Trustee to the effect that the Holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (e) in the case of Covenant Defeasance, the Issuer must have delivered to the Trustee an Opinion of Counsel acceptable to the Trustee, in form and substance reasonably satisfactory to the Trustee to the effect that the Holders of the outstanding Notes will not recognize income, gain or loss for tax purposes in The Netherlands as a result of such Covenant Defeasance and will be subject to tax in The Netherlands 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; (f) no Default or Event of Default shall will 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 and the granting of Liens to secure such borrowingdeposit); (3g) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee for the Notes to have a conflicting interest as defined in this Indenture; (h) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit), this Indenture or any material agreement or instrument to which the Issuer or any Restricted Subsidiary is a party or by which the Issuer or any Restricted Subsidiary is bound; (i) 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 unless such trust shall be registered under such Act or exempt from registration thereunder; (j) the Issuer shall must have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders of the Notes over its the other creditors or of the Issuer with the intent of defeating, hindering, delaying, delaying or defrauding any creditors of its other creditors or others; (4) the Issuer shall have delivered to the Trustee, (a) an Opinion of Counsel acceptable to the Trustee in its reasonable judgment or an advance tax ruling from the Canada Revenue Agency (or successor agency) to the effect that the Holders of outstanding Notes will not recognize income, gain or loss for Canadian income tax purposes as a result of such legal defeasance or covenant defeasance, as the case may be, and will be subject to Canadian federal income tax on the same amounts, in the same manner, and at the same times as would have been the case if such legal defeasance or covenant defeasance, as the case may be, had not occurred; (b) in the case of legal defeasance, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that (i) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the 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 will confirm that, the Holders of 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; and (c) in the case of covenant defeasance, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that the Holders of 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 in the case if such covenant defeasance had not occurred; (5) the Issuer shall have satisfied the Trustee that it has paid, caused to be paid or made provisions for the payment of all applicable expenses of the Trustee; (6) such legal defeasance option or covenant defeasance option will not result in a breach or violation of, or constitute a Default under, any material agreement or instrument (other than this Indenture) to which the Issuer or any others, or removing assets beyond the reach of its Subsidiaries is a party the relevant creditors or by which increasing debts of the Issuer or any to the detriment of its Subsidiaries is boundthe relevant creditors; and (7k) the Issuer shall must have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee of counsel acceptable to the Trustee, each stating that all conditions precedent provided for relating to the legal defeasance option Legal Defeasance or the covenant defeasance optionCovenant Defeasance, as the case may be, have been complied with. If the funds and/or securities deposited with the Trustee to effect Covenant Defeasance are insufficient to pay the principal of, premium, if any, and interest on the Notes when due because of any acceleration occurring after an Event of Default, then the Issuer will remain liable for such payments.

Conditions to Defeasance. The Issuer Company may exercise its legal defeasance option or its covenant defeasance option only if: (1i) the Issuer shall have deposited or caused to be deposited Company must irrevocably deposit with the Trustee as trust funds or property Trustee, in trust trust, for the purpose benefit of making payment on such Notes an amount the Holders, cash in U.S. dollars, U.S. Government Obligations, or a combination of cash or in U.S. dollars and U.S. Government Securities Obligations, in such amounts as will, together with the income to accrue thereon and reinvestment thereof, shall be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to paypay the principal of, satisfy or interest and discharge the entire principal, interestpremium, if any, premium, if any and any other sums due to on the outstanding Securities issued hereunder on the Stated Maturity or an optional redemption date of the Notes; (2) 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 and the granting of Liens to secure such borrowing); (3) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over its other creditors or with the intent of defeating, hindering, delaying, or defrauding any of its other creditors or others; (4) the Issuer shall have delivered to the Trustee, (a) an Opinion of Counsel acceptable to the Trustee in its reasonable judgment or an advance tax ruling from the Canada Revenue Agency (or successor agency) to the effect that the Holders of outstanding Notes will not recognize income, gain or loss for Canadian income tax purposes as a result of such legal defeasance or covenant defeasanceapplicable Redemption Date, as the case may be, and will be subject the Company must specify whether the Securities are being defeased to Canadian federal income tax on the same amounts, in the same manner, and at the same times as would have been the case if such legal defeasance maturity or covenant defeasance, as the case may be, had not occurred; to a particular Redemption Date; (bii) in the case of legal defeasance, the Company has delivered to the Trustee an Opinion of Counsel acceptable confirming that, subject to the Trustee in its reasonable judgment to the effect that customary assumptions and exclusions, (ia) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (iib) since the Issue Datedate 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 will shall confirm that, the Holders and beneficial owners of outstanding Notes will the Securities shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such legal 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 legal defeasance had not occurred; and ; (ciii) in the case of covenant defeasance, the Company has delivered to the Trustee an Opinion of Counsel acceptable confirming that, subject to the Trustee in its reasonable judgment to the effect that customary assumptions and exclusions, the Holders and beneficial owners of outstanding Notes will the Securities 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 in the case if such covenant defeasance had not occurred; (5) the Issuer shall have satisfied the Trustee that it has paid, caused to be paid or made provisions for the payment of all applicable expenses of the Trustee; (6) such legal defeasance option or covenant defeasance option will not result in a breach or violation of, or constitute a Default under, any material agreement or instrument (other than this Indenture) to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound; and (7) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that all conditions precedent relating to the legal defeasance option or the covenant defeasance option, as the case may be, have been complied with.

Conditions to Defeasance. The Issuer may In order to exercise its legal defeasance option either Legal Defeasance or its covenant defeasance option only ifCovenant Defeasance with respect to the outstanding Notes: (1a) the Issuer shall Company must irrevocably have deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefits of the Holders of such Notes: (1) money in an amount, or (2) U.S. Government Obligations, which through the scheduled payment on such Notes of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount of cash or Government Securities as will, together with the income to accrue thereon and reinvestment (3) a combination thereof, be sufficientin each case sufficient without reinvestment, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountantsaccountants expressed in a written certification thereof delivered to the Trustee, to paypay and discharge, satisfy and discharge which shall be applied by the Trustee to pay and discharge, the entire principal, interestindebtedness in respect of the principal of and premium, if any, premium, if any and any other sums due to interest on such Notes on the Stated Maturity thereof or an optional (if the Company has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption date by the Trustee in the name and at the expense of the Company) the Redemption Date thereof, as the case may be, in accordance with the terms of this Indenture and the Notes; (2b) no Default or Event in the case of Default shall have occurred and be continuing on Legal Defeasance, the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the granting of Liens to secure such borrowing); (3) the Issuer Company shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over its other creditors or with the intent of defeating, hindering, delaying, or defrauding any of its other creditors or others; (4) the Issuer shall have delivered to the Trustee, (a) an Opinion of Counsel acceptable to the Trustee in its reasonable judgment or an advance tax ruling from the Canada Revenue Agency (or successor agency) to the effect that the Holders of outstanding Notes will not recognize income, gain or loss for Canadian income tax purposes as a result of such legal defeasance or covenant defeasance, as the case may be, and will be subject to Canadian federal income tax on the same amounts, in the same manner, and at the same times as would have been the case if such legal defeasance or covenant defeasance, as the case may be, had not occurred; (b) in the case of legal defeasance, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect stating that (i1) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (ii2) since the Issue Datedate of this Indenture, there has been a change in the applicable U.S. United States federal income tax law, in either case (1) or (2) to the effect that, and based thereon such Opinion of Counsel will opinion shall confirm that, the Holders of outstanding the Notes will not recognize income, gain or loss for U.S. United States federal income tax purposes as a result of the deposit and Legal Defeasance to be effected with respect to such legal defeasance Notes and will be subject to U.S. United States federal income tax on the same amountsamount, in the same manner and at the same times as would have been be the case if such legal defeasance had deposit and Legal Defeasance were not occurred; and to occur; (c) in the case of covenant defeasanceCovenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that the Holders of such outstanding Notes will not recognize income, gain or loss for U.S. United States federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such covenant defeasance Notes and will be subject to U.S. United States federal income tax on the same amountsamount, in the same manner and at the same times as would have been in be the case if such covenant defeasance had deposit and Covenant Defeasance were not occurredto occur; (5d) no Default or Event of Default with respect to the Issuer outstanding Notes shall have satisfied occurred and be continuing at the Trustee that it has paid, caused to be paid or made provisions for the payment time of all applicable expenses of the Trusteesuch deposit after giving effect thereto; (6e) such legal defeasance option Legal Defeasance or covenant defeasance option will Covenant Defeasance shall not result in a breach or violation of, or constitute a Default default under, any material agreement or material instrument (other than this Indenture) to which the Issuer or any of its Subsidiaries Company is a party or by which the Issuer or any of its Subsidiaries Company is bound; and (7f) the Issuer Company shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating with respect to the legal defeasance option such Legal Defeasance or the covenant defeasance option, as the case may be, Covenant Defeasance have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause (b) of this Section 9.02 with respect to a Legal Defeasance need not to be delivered if all Notes not previously delivered to the Trustee for cancellation (x) have become due and payable, or (y) will become due and payable within one year at Stated Maturity or 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.

Conditions to Defeasance. The Issuer may In order to exercise its either legal defeasance option or its covenant defeasance option only ifwith respect to outstanding Notes: (1a) the Issuer shall must irrevocably have deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefits of the Holders of such Notes: (1) money in an amount, or (2) U.S. Government Obligations, which through the scheduled payment on such Notes of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount of cash or Government Securities as will, together with the income to accrue thereon and reinvestment (3) a combination thereof, be sufficientin each case sufficient without reinvestment, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountantsaccountants expressed in a written certification thereof delivered to the Trustee, to paypay and discharge, satisfy and discharge which shall be applied by the Trustee to pay and discharge, the entire principal, interestindebtedness in respect of the principal of and premium, if any, premium, if any and any other sums due to interest and Additional Interest on such Notes on the Stated Maturity thereof or an optional (if the Issuer has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Issuer) the redemption date thereof, as the case may be, in accordance with the terms of the this Indenture and such Notes; (b) in the case of an election under Section 8.2, the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (1) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling or (2) since the date of the Indenture, there has been a change in the applicable United States federal income tax law (whether by statute or judicial precedent), in either case (1) or (2) to the effect that, and based thereon such opinion shall confirm that, the Holders of such Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit, defeasance and discharge to be effected with respect to such Notes and will be subject to United States federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, defeasance and discharge were not to occur; (c) in the case of an election under Section 8.3, the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such outstanding Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit and covenant defeasance to be effected with respect to such Notes and will be subject to federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and covenant defeasance were not to occur; (d) no Default or Event of Default with respect to the outstanding Notes shall have occurred and be continuing on at the date time of such deposit after giving effect thereto (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the granting grant of Liens any Lien to secure such borrowing); (3e) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over its other creditors or with the intent of defeating, hindering, delaying, or defrauding any of its other creditors or others; (4) the Issuer shall have delivered to the Trustee, (a) an Opinion of Counsel acceptable to the Trustee in its reasonable judgment or an advance tax ruling from the Canada Revenue Agency (or successor agency) to the effect that the Holders of outstanding Notes will not recognize income, gain or loss for Canadian income tax purposes as a result of such legal defeasance or covenant defeasance, as defeasance shall not cause the case may be, and will be subject Trustee to Canadian federal income tax on have a conflicting interest within the same amounts, meaning of the Trust Indenture Act (assuming all Notes are in default within the same manner, and at the same times as would have been the case if meaning of such act); (f) such legal defeasance or covenant defeasance, as the case may be, had not occurred; (b) in the case of legal defeasance, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that (i) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the 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 will confirm that, the Holders of 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; and (c) in the case of covenant defeasance, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that the Holders of 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 in the case if such covenant defeasance had not occurred; (5) the Issuer shall have satisfied the Trustee that it has paid, caused to be paid or made provisions for the payment of all applicable expenses of the Trustee; (6) such legal defeasance option or covenant defeasance option will not result in a breach or violation of, or constitute a Default default under, any material agreement or material instrument (other than this Indenture) to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound; and (7g) the Issuer shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating with respect to the legal such defeasance option or the covenant defeasance option, as the case may be, have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause (b) above with respect to a defeasance need not to be delivered if all Notes not theretofore delivered to the Trustee for cancellation (1) have become due and payable, or (2) will become due and payable at Stated Maturity within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer. The Collateral will be released from the Lien securing the Notes, as provided under the Section 11.4, upon a legal defeasance or covenant defeasance in accordance with the provisions described above.

Conditions to Defeasance. The Issuer may In order to exercise its legal defeasance option either Legal Defeasance or its covenant defeasance option only ifCovenant Defeasance with respect to the outstanding Notes: (1a) the Issuer shall Company must irrevocably have deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefits of the Holders of such Notes: (1) money in cash in U.S. Dollars in an amount, or (2) U.S. Government Obligations, which through the scheduled payment on such Notes of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount of cash or Government Securities as will, together with the income to accrue thereon and reinvestment (3) a combination thereof, be sufficientin each case sufficient without reinvestment, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountantsaccountants (or, if two or more nationally recognized firms of independent public accountants decline to issue such opinion after the Company has made reasonable efforts to obtain such an opinion, in the opinion of the Company's chief financial officer) expressed in a written certification thereof delivered to the Trustee and in form and substance reasonably acceptable to the Trustee, to paypay and discharge, satisfy and discharge which shall be applied by the Trustee to pay and discharge, the entire principal, interestindebtedness in respect of the principal of and premium, if any, premium, if any and any other sums due to interest on such Notes on the Stated Maturity thereof or an optional (if the Company has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption date by the Trustee in the name and at the expense of the Company) the Redemption Date thereof, as the case may be, in accordance with the terms of this Indenture and the Notes; (b) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel satisfactory to the Trustee stating that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (2) since the date of this Indenture, there has been a change in the applicable United States federal income tax law, in either case (1) or (2) to the effect that, and based thereon such opinion shall confirm that, the Holders of the Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit and Legal Defeasance to be effected with respect to such Notes and will be subject to United States federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Legal Defeasance were not to occur; (c) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such outstanding Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Notes and will be subject to United States federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur; (d) no Default or Event of Default with respect to the outstanding Notes shall have occurred and be continuing on at the date time of such deposit after giving effect thereto (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other Debt) and the granting of Liens any Lien to secure such borrowing); (3e) the Issuer such Legal Defeasance or Covenant Defeasance shall have delivered to not cause the Trustee an Officer’s Certificate stating that to have a conflicting interest within the deposit was not made by meaning of the Issuer with Trust Indenture Act (assuming all Notes are in default within the intent meaning of preferring the Holders over its other creditors or with the intent of defeating, hindering, delaying, or defrauding any of its other creditors or otherssuch Act); (4) the Issuer shall have delivered to the Trustee, (a) an Opinion of Counsel acceptable to the Trustee in its reasonable judgment or an advance tax ruling from the Canada Revenue Agency (or successor agency) to the effect that the Holders of outstanding Notes will not recognize income, gain or loss for Canadian income tax purposes as a result of such legal defeasance or covenant defeasance, as the case may be, and will be subject to Canadian federal income tax on the same amounts, in the same manner, and at the same times as would have been the case if such legal defeasance or covenant defeasance, as the case may be, had not occurred; (b) in the case of legal defeasance, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that (i) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the 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 will confirm that, the Holders of 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; and (c) in the case of covenant defeasance, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that the Holders of 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 in the case if such covenant defeasance had not occurred; (5) the Issuer shall have satisfied the Trustee that it has paid, caused to be paid or made provisions for the payment of all applicable expenses of the Trustee; (6f) such legal defeasance option Legal Defeasance or covenant defeasance option will Covenant Defeasance shall not result in a breach or violation of, or constitute a Default default under, any material agreement or material instrument (other than this Indenture) to which the Issuer or any of its Subsidiaries Company is a party or by which the Issuer Company is bound (other than a default or event of default under any such other instrument resulting from borrowing funds to be applied to make the deposit under this Indenture in connection with the legal defeasance or covenant defeasance (and any similar concurrent deposit relating to other Debt) and the granting of its Subsidiaries is boundLiens in connection therewith); and (7g) the Issuer Company shall have delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel in form and substance reasonably acceptable to the Trustee, each stating that all conditions precedent relating with respect to the legal defeasance option such Legal Defeasance or the covenant defeasance option, as the case may be, Covenant Defeasance have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause (b) of this Section 9.02 with respect to a Legal Defeasance need not to be delivered if all Notes not previously delivered to the Trustee for cancellation (x) have become due and payable, or (y) will become due and payable within one year at Stated Maturity or 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.

Conditions to Defeasance. The Issuer Company may exercise its legal defeasance Legal Defeasance option or its covenant defeasance Covenant Defeasance option only if: (1a) the Issuer shall have deposited or caused to be deposited Company (i) irrevocably deposits with the Trustee as trust funds or property Trustee, in trust trust, for the purpose benefit of making payment on such Notes an amount of cash the Holders, U.S. Legal Tender, U.S. Government Obligations or Government Securities as will, together with the income to accrue thereon and reinvestment a combination thereof, in such amounts as will be sufficientsufficient without reinvestment to pay the principal of, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay, satisfy and discharge the entire principal, interestpremium, if any, premium, if any and any other sums due to the Stated Maturity or an optional redemption date of the Notes; interest (2including Additional Amounts) no Default or Event of Default shall have occurred and be continuing on the Notes on the stated date of such deposit (other than a Default for payment thereof or Event of Default resulting from on the borrowing of funds to be applied to such deposit and the granting of Liens to secure such borrowing); (3) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over its other creditors or with the intent of defeating, hindering, delaying, or defrauding any of its other creditors or others; (4) the Issuer shall have delivered to the Trustee, (a) an Opinion of Counsel acceptable to the Trustee in its reasonable judgment or an advance tax ruling from the Canada Revenue Agency (or successor agency) to the effect that the Holders of outstanding Notes will not recognize income, gain or loss for Canadian income tax purposes as a result of such legal defeasance or covenant defeasanceapplicable Redemption Date, as the case may be, and will be subject (ii) delivers to Canadian federal income tax the Trustee an Opinion of Counsel or a certificate of a nationally recognized firm of independent public accountants to the effect that the amount deposited by the Company is sufficient to provide payment for the principal of, premium, if any, and interest (including Additional Amounts) on the same amounts, in Notes on the same manner, and at stated date for payment thereof or on the same times as would have been the case if such legal defeasance or covenant defeasanceapplicable Redemption Date, as the case may be, had not occurred; ; (b) in the case of legal defeasanceLegal Defeasance, the Company has delivered to the Trustee an Opinion of Counsel from counsel in the United States reasonably acceptable to the Trustee in its reasonable judgment and independent of the Company to the effect that that: (i) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling, or ; or (ii) since the 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 will confirm shall state that, the Holders of outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such legal 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 legal defeasance Legal Defeasance had not occurred; and ; (c) in the case of covenant defeasanceCovenant Defeasance, the Company has delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee in its reasonable judgment to the effect that the Holders of outstanding Notes 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 in the case if such covenant defeasance Covenant Defeasance had not occurred; (5d) the Issuer no Default or Event of Default shall have satisfied occurred and be continuing on the date of the deposit pursuant to paragraph (a) above (except any Default or Event of Default resulting from the failure to comply with Section 3.8 as a result of the borrowing of the funds required to effect such deposit) and, insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 183rd day after the date of deposit, and the Trustee that it has paid, caused received Officers’ Certificates to be paid or made provisions for such effect on the payment date of all applicable expenses of the Trusteesuch deposit; (6e) the Trustee has received an Officers’ Certificate stating that such legal defeasance option Legal Defeasance or covenant defeasance option Covenant Defeasance will not result in a breach or violation of, or constitute a Default under, default under this Indenture or any other material agreement or instrument (other than this Indenture) to which the Issuer Company or any of its Subsidiaries is a party or by which the Issuer Company or any of its Subsidiaries is bound; and; (7f) the Issuer shall have Company has delivered to the Trustee an Officer’s Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or any Subsidiary of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others; (g) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel reasonably acceptable to the Trustee and independent of the Company, each stating that all conditions precedent provided for or relating to the legal defeasance option Legal Defeasance or the covenant defeasance option, as the case may be, Covenant Defeasance have been complied with; (h) the Company has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee and independent of the Company, to the effect that after the passage of 123 days following the deposit, the trust funds will not be subject to the effect of ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law; and (i) the Company has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee and independent of the Company 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.

Conditions to Defeasance. The Issuer Company may exercise its legal defeasance option or its covenant defeasance option only if: (1i) the Issuer shall have deposited or caused to be deposited Company must irrevocably deposit with the Trustee as trust funds or property Trustee, in trust trust, for the purpose benefit of making payment on such Notes an amount the Holders, cash in U.S. dollars, U.S. Government Obligations, or a combination of cash or in U.S. dollars and U.S. Government Securities Obligations, in such amounts as will, together with the income to accrue thereon and reinvestment thereof, shall be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to paypay the principal of, satisfy or interest and discharge the entire principal, interestpremium, if any, premium, if any and any other sums due to on the outstanding Securities issued hereunder on the Stated Maturity or an optional redemption date of the Notes; (2) 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 and the granting of Liens to secure such borrowing); (3) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over its other creditors or with the intent of defeating, hindering, delaying, or defrauding any of its other creditors or others; (4) the Issuer shall have delivered to the Trustee, (a) an Opinion of Counsel acceptable to the Trustee in its reasonable judgment or an advance tax ruling from the Canada Revenue Agency (or successor agency) to the effect that the Holders of outstanding Notes will not recognize income, gain or loss for Canadian income tax purposes as a result of such legal defeasance or covenant defeasanceapplicable Redemption Date, as the case may be, and will be subject the Company must specify whether the Securities are being defeased to Canadian federal income tax on the same amounts, in the same manner, and at the same times as would have been the case if such legal defeasance maturity or covenant defeasance, as the case may be, had not occurred; to a particular Redemption Date; (bii) in the case of legal defeasance, the Company has delivered to the Trustee an Opinion of Counsel acceptable confirming that, subject to the Trustee in its reasonable judgment to the effect that customary assumptions and exclusions, (ia) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (iib) since the Issue Datedate 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 will shall confirm that, the Holders and beneficial owners of outstanding Notes will the Securities shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such legal 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 legal defeasance had not occurred; and ; (ciii) in the case of covenant defeasance, the Company has delivered to the Trustee an Opinion of Counsel acceptable confirming that, subject to the Trustee in its reasonable judgment to the effect that customary assumptions and exclusions, the Holders and beneficial owners of outstanding Notes will the Securities 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 in the case if such covenant defeasance had not occurred; (5) the Issuer shall have satisfied the Trustee that it has paid, caused to be paid or made provisions for the payment of all applicable expenses of the Trustee; (6iv) such legal defeasance option or covenant defeasance option will shall not result in a breach or violation of, or constitute a Default under, default under any material agreement or instrument (other than this Indenture) to which the Issuer Company or any of its Subsidiaries is a party or by which the Issuer Company or any of its Subsidiaries is bound; and (7) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that all conditions precedent relating to the legal defeasance option or the covenant defeasance option, as the case may be, have been complied with.;

Conditions to Defeasance. The Issuer may In order to exercise its legal defeasance option either Legal Defeasance or its covenant defeasance option only ifCovenant Defeasance with respect to the outstanding Notes: (1a) the Issuer shall Company must irrevocably have deposited or caused to be deposited with the Trustee as trust funds or property Paying Agent in trust for the purpose of making the following payment, specifically pledged as security for, and dedicated solely to the benefit of, the Holders of such Notes: (1) money in euro in an amount, or (2) European Government Obligations, which through the scheduled payment on such Notes of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in cash in euro in an amount of cash or Government Securities as will, together with the income to accrue thereon and reinvestment (3) a combination thereof, be sufficientin each case sufficient without reinvestment, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountantsaccountants (or, if two or more nationally recognized firms of independent public accountants decline to issue such opinion after the Company has made reasonable efforts to obtain such an opinion, in the opinion of the Company's chief financial officer) expressed in a written certification thereof delivered to the Trustee and Paying Agent in form and substance reasonably acceptable to the Trustee and Paying Agent, to paypay and discharge, satisfy and discharge which shall be applied by the Trustee and Paying Agent to pay and discharge, the entire principal, interestindebtedness in respect of the principal of and premium, if any, premium, if any and any other sums due to interest on such Notes on the Stated Maturity thereof or an optional (if the Company has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption date by the Trustee in the name and at the expense of the Company) the Redemption Date thereof, as the case may be, in accordance with the terms of this Indenture and the Notes; (b) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel satisfactory to the Trustee stating that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (2) since the date of this Indenture, there has been a change in the applicable United States federal income tax law, in either case (1) or (2) to the effect that, and based thereon such opinion shall confirm that, the Holders of the Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit and Legal Defeasance to be effected with respect to such Notes and will be subject to United States federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Legal Defeasance were not to occur; (c) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such outstanding Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Notes and will be subject to United States federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur; (d) no Default or Event of Default with respect to the outstanding Notes shall have occurred and be continuing on at the date time of such deposit after giving effect thereto (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other Debt) and the granting of Liens any Lien to secure such borrowing); (3e) the Issuer such Legal Defeasance or Covenant Defeasance shall have delivered to not cause the Trustee an Officer’s Certificate stating that to have a conflicting interest within the deposit was not made by meaning of the Issuer with Trust Indenture Act (assuming all Notes are in default within the intent meaning of preferring the Holders over its other creditors or with the intent of defeating, hindering, delaying, or defrauding any of its other creditors or othersTrust Indenture Act); (4) the Issuer shall have delivered to the Trustee, (a) an Opinion of Counsel acceptable to the Trustee in its reasonable judgment or an advance tax ruling from the Canada Revenue Agency (or successor agency) to the effect that the Holders of outstanding Notes will not recognize income, gain or loss for Canadian income tax purposes as a result of such legal defeasance or covenant defeasance, as the case may be, and will be subject to Canadian federal income tax on the same amounts, in the same manner, and at the same times as would have been the case if such legal defeasance or covenant defeasance, as the case may be, had not occurred; (b) in the case of legal defeasance, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that (i) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the 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 will confirm that, the Holders of 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; and (c) in the case of covenant defeasance, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that the Holders of 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 in the case if such covenant defeasance had not occurred; (5) the Issuer shall have satisfied the Trustee that it has paid, caused to be paid or made provisions for the payment of all applicable expenses of the Trustee; (6f) such legal defeasance option Legal Defeasance or covenant defeasance option will Covenant Defeasance shall not result in a breach or violation of, or constitute a Default default under, any material agreement or material instrument (other than this Indenture) to which the Issuer or any of its Subsidiaries Company is a party or by which the Issuer Company is bound (other than a default or event of default under any of its Subsidiaries is bound; and (7) such other instrument resulting from borrowing funds to be applied to make the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that all conditions precedent relating to deposit under this Indenture in connection with the legal defeasance option or the covenant defeasance option, as (and any similar concurrent deposit relating to other Debt) and the case may be, have been complied with.granting of Liens in connection therewith); and

Conditions to Defeasance. The Issuer may In order to exercise its legal defeasance option either Legal Defeasance or its covenant defeasance option only ifCovenant Defeasance with respect to the outstanding Notes: (1a) the Issuer shall Company must irrevocably have deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefits of the Holders of such Notes: (1) money in an amount, or (2) U.S. Government Obligations, which through the scheduled payment on such Notes of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount of cash or Government Securities as will, together with the income to accrue thereon and reinvestment (3) a combination thereof, be sufficientin each case sufficient without reinvestment, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountantsaccountants (or, if two or more nationally recognized firms of independent public accountants decline to issue such opinion after the Company has made reasonable efforts to obtain such an opinion, in the opinion of the Company’s chief financial officer) expressed in a written certification thereof delivered to the Trustee and in form and substance reasonably acceptable to the Trustee, to paypay and discharge, satisfy and discharge which shall be applied by the Trustee to pay and discharge, the entire principal, interestindebtedness in respect of the principal of and premium, if any, premium, if any and any other sums due to interest on such Notes on the Stated Maturity thereof or an optional (if the Company has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption date by the Trustee in the name and at the ex- pense of the Company) the Redemption Date thereof, as the case may be, in accordance with the terms of this Indenture and the Notes; (b) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel satisfactory to the Trustee stating that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (2) since the date of this Indenture, there has been a change in the applicable United States federal income tax law, in either case (1) or (2) to the effect that, and based thereon such opinion shall confirm that, the Holders of the Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit and Legal Defeasance to be effected with respect to such Notes and will be subject to United States federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Legal Defeasance were not to occur; (c) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such outstanding Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Notes and will be subject to United States federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur; (d) no Default or Event of Default with respect to the outstanding Notes shall have occurred and be continuing on at the date time of such deposit after giving effect thereto (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other Debt) and the granting of Liens any Lien to secure such borrowing); (3e) the Issuer such Legal Defeasance or Covenant Defeasance shall have delivered to not cause the Trustee an Officer’s Certificate stating that to have a conflicting interest within the deposit was not made by meaning of the Issuer with Trust Indenture Act (assuming all Notes are in default within the intent meaning of preferring the Holders over its other creditors or with the intent of defeating, hindering, delaying, or defrauding any of its other creditors or otherssuch Act); (4) the Issuer shall have delivered to the Trustee, (a) an Opinion of Counsel acceptable to the Trustee in its reasonable judgment or an advance tax ruling from the Canada Revenue Agency (or successor agency) to the effect that the Holders of outstanding Notes will not recognize income, gain or loss for Canadian income tax purposes as a result of such legal defeasance or covenant defeasance, as the case may be, and will be subject to Canadian federal income tax on the same amounts, in the same manner, and at the same times as would have been the case if such legal defeasance or covenant defeasance, as the case may be, had not occurred; (b) in the case of legal defeasance, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that (i) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the 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 will confirm that, the Holders of 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; and (c) in the case of covenant defeasance, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that the Holders of 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 in the case if such covenant defeasance had not occurred; (5) the Issuer shall have satisfied the Trustee that it has paid, caused to be paid or made provisions for the payment of all applicable expenses of the Trustee; (6f) such legal defeasance option Legal Defeasance or covenant defeasance option will Covenant Defeasance shall not result in a breach or violation of, or constitute a Default default under, any material agreement or material instrument (other than this Indenture) to which the Issuer or any of its Subsidiaries Company is a party or by which the Issuer Company is bound (other than a default or event of default under any such other instrument resulting from borrowing funds to be applied to make the deposit under this Indenture in connection with the legal defeasance or covenant defeasance (and any similar concurrent deposit relating to other Debt) and the granting of its Subsidiaries is boundLiens in connection therewith); and (7g) the Issuer Company shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel in form and substance reasonably acceptable to the Trustee, each stating that all conditions precedent relating with respect to the legal defeasance option such Legal Defeasance or the covenant defeasance option, as the case may be, Covenant Defeasance have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause (b) of this Section 9.02 with respect to a Legal Defeasance need not to be delivered if all Notes not previously delivered to the Trustee for cancellation (x) have become due and payable, or (y) will become due and payable within one year at Stated Maturity or 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.

Conditions to Defeasance. (a) The Issuer may exercise its legal defeasance option or its covenant defeasance option option, in each case, with respect to the Securities only if: (1i) the Issuer irrevocably deposits in trust with the Trustee cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient or U.S. Government Obligations, the principal of and the interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of and premium (if any) and interest on the Securities when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall have be sufficient for purposes of this Indenture to the extent that an amount is deposited or caused 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 as trust funds on or property in trust for prior to the purpose date of making payment on such Notes an amount of cash or Government Securities as will, together with the income redemption; (ii) the Issuer delivers to accrue thereon and reinvestment thereof, be sufficient, in the opinion of Trustee a certificate from a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, accountants expressing their opinion that the payments of 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, satisfy and discharge the entire pay principal, interestpremium, if any, premiumand interest when due on all the Securities to maturity or redemption, if as the case may be; provided that upon any and any other sums due redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the Stated Maturity or extent that an optional redemption amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the Notesnotice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (2iii) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(f) or Event (g) with respect to the Issuer occurs which is continuing at the end 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 and the granting of Liens to secure such borrowing)period; (3iv) the deposit does not constitute a default under any other agreement binding on the Issuer; (v) in the case of the legal defeasance option, the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over its other creditors or with the intent of defeating, hindering, delaying, or defrauding any of its other creditors or others; (4) the Issuer shall have delivered to the Trustee, (a) an Opinion of Counsel acceptable to the Trustee in its reasonable judgment or an advance tax ruling from the Canada Revenue Agency (or successor agency) to the effect that the Holders of outstanding Notes will not recognize income, gain or loss for Canadian income tax purposes as a result of such legal defeasance or covenant defeasance, as the case may be, and will be subject to Canadian federal income tax on the same amounts, in the same manner, and at the same times as would have been the case if such legal defeasance or covenant defeasance, as the case may be, had not occurred; (b) in the case of legal defeasance, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect stating that (i1) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii2) since the Issue Date, 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 will shall confirm that, the Holders of outstanding Notes will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such legal 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 legal deposit and defeasance had not occurred; , provided that such Opinion of Counsel shall not be required by this clause (v) if all the Securities not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (cy) will become due and payable at their Stated Maturity within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer; (vi) such exercise does not impair the right of any Holder to receive payment of principal, premium, if any, and interest on such Holder’s Securities 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 Securities; (vii) in the case of the covenant defeasancedefeasance option, the Issuer shall have delivered to the Trustee an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that the Holders of outstanding Notes will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such covenant 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 in the case if such covenant deposit and defeasance had not occurred; (5) the Issuer shall have satisfied the Trustee that it has paid, caused to be paid or made provisions for the payment of all applicable expenses of the Trustee; (6) such legal defeasance option or covenant defeasance option will not result in a breach or violation of, or constitute a Default under, any material agreement or instrument (other than this Indenture) to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound; and (7viii) the he Issuer shall have delivered delivers to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the legal defeasance option or and discharge of the covenant defeasance option, Securities to be so defeased and discharged as the case may be, contemplated by this Article 8 have been complied with. (b) Before or after a deposit, the Issuer may make arrangements satisfactory to the Trustee for the redemption of such Securities at a future date in accordance with Article 3.

Conditions to Defeasance. The Issuer may In order to exercise its legal defeasance option either Legal Defeasance or its covenant defeasance option only ifCovenant Defeasance: (1) the Issuer Company shall have deposited or caused to be deposited irrevocably deposit with the Trustee as trust funds or property Trustee, in trust trust, for the purpose benefit of making payment on such Notes an amount of the Holders cash in U.S. dollars, non-callable U.S. Government obligations, or Government Securities as will, together with the income to accrue thereon and reinvestment a combination thereof, in such amounts as shall be sufficientsufficient without consideration of reinvestment, in the written opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to paypay the principal of, satisfy and discharge the entire principal, interestpremium, if any, premiumand interest on the Securities on the stated date for payment thereof or on the applicable redemption date, if any and any other sums due to as the Stated Maturity or an optional redemption date of the Notescase may be; (2) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or (b) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders shall not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and shall be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders shall not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and shall be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to such deposit and the granting grant of Liens to secure any Lien securing such borrowingborrowings); (3) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over its other creditors or with the intent of defeating, hindering, delaying, or defrauding any of its other creditors or others; (4) the Issuer shall have delivered to the Trustee, (a) an Opinion of Counsel acceptable to the Trustee in its reasonable judgment or an advance tax ruling from the Canada Revenue Agency (or successor agency) to the effect that the Holders of outstanding Notes will not recognize income, gain or loss for Canadian income tax purposes as a result of such legal defeasance or covenant defeasance, as the case may be, and will be subject to Canadian federal income tax on the same amounts, in the same manner, and at the same times as would have been the case if such legal defeasance or covenant defeasance, as the case may be, had not occurred; (b) in the case of legal defeasance, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that (i) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the 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 will confirm that, the Holders of 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; and (c) in the case of covenant defeasance, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that the Holders of 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 in the case if such covenant defeasance had not occurred; (5) the Issuer such Legal Defeasance or Covenant Defeasance shall have satisfied the Trustee that it has paid, caused to be paid or made provisions for the payment of all applicable expenses of the Trustee; (6) such legal defeasance option or covenant defeasance option will not result in a breach or violation of, or constitute a default under this Indenture (other than a Default under, or an Event of Default resulting from the incurrence of Indebtedness to be applied to such deposit and the grant of any Lien securing such Indebtedness) or any other material agreement or instrument (other than this Indenture) to which the Issuer Company or any of its Subsidiaries is a party or by which the Issuer Company or any of its Subsidiaries is bound; and; (76) the Issuer Company shall have delivered to the Trustee an Officer’s Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others; (7) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the legal defeasance option Legal Defeasance or the covenant defeasance option, as the case may be, Covenant Defeasance have been complied with; and (8) 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. Notwithstanding the foregoing, the Opinion of Counsel required by clause (2) above with respect to a Legal Defeasance need not be delivered if all Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable or (ii) will become due and payable on the maturity date 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. 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 3.

Conditions to Defeasance. (a) The Issuer may exercise its legal defeasance option or its covenant defeasance option only if: (1i) the Issuer shall have deposited or caused to be deposited irrevocably deposits in trust with the Trustee (or an entity designated or appointed (as trust funds agent) by it for this purpose) cash in U.S. Dollars or property U.S. Government Obligations or a combination thereof sufficient (as determined by the Issuer in trust good faith), for the purpose payment of making payment on such Notes an amount of cash or Government Securities as will, together with the income to accrue thereon and reinvestment thereof, be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay, satisfy and discharge the entire principal, interest, premium (if any) and interest on the Notes to redemption or maturity, premium, if any and any other sums due to as the Stated Maturity or an optional redemption date of the Notescase may be; (2) 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 and the granting of Liens to secure such borrowing); (3ii) the Issuer shall have delivered delivers to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over its other creditors or with the intent of defeating, hindering, delaying, delaying or defrauding any creditors of its other creditors the Issuer or any Guarantors or others; (4iii) the deposit does not constitute a default under any other material agreement or contract relating to Indebtedness binding on the Issuer (other than a default resulting from borrowing funds to be applied to make the deposit required to effect such legal defeasance or covenant defeasance and any similar and simultaneous deposit relating to such other Indebtedness and, in each case, the granting of Liens in connection therewith); (iv) the Issuer shall have delivered to the Trustee, (a) Trustee an Opinion of Counsel acceptable Counsel, subject to the Trustee in its reasonable judgment or an advance tax ruling from the Canada Revenue Agency (or successor agency) customary assumptions and exclusions to the effect that the Holders beneficial owners of outstanding Notes will not recognize income, gain or loss for Canadian income tax purposes as a result of such legal defeasance or covenant defeasance, as the case may be, and will be subject to Canadian federal income tax on the same amounts, in the same manner, and at the same times as would have been the case if such legal defeasance or covenant defeasance, as the case may be, had not occurred; (b) in the case of legal defeasance, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that (i) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the 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 will confirm that, the Holders of outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such legal 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 legal deposit and defeasance had not occurred; and occurred (c) and, in the case of covenant defeasancethe legal defeasance option only, an such Opinion of Counsel acceptable to must be based on a ruling received from, or published by, the Trustee Internal Revenue Service or a change in its reasonable judgment to the effect that the Holders of outstanding Notes will not recognize income, gain or loss for applicable 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 in the case if such covenant defeasance had not occurred; (5) the Issuer shall have satisfied the Trustee that it has paid, caused to be paid or made provisions for the payment of all applicable expenses of the Trustee; (6) such legal defeasance option or covenant defeasance option will not result in a breach or violation of, or constitute a Default under, any material agreement or instrument (other than this Indenture) to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is boundlaw); and (7v) the Issuer shall have delivered delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel (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 Notes to be so defeased and discharged as contemplated by this Article 8 have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by Section 8.02(a)(iv) above need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (x) are due and payable within one year or (y) have been or will become due and payable 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 Issuer. In addition, the Issuer will deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel (which may be subject to customary assumptions and exclusions) each stating that all conditions precedent under this Indenture relating to the legal defeasance option or the covenant defeasance option, as the case may be, have been complied with. (b) Before or after a deposit, the Issuer may make arrangements satisfactory to the Trustee for the redemption of such Notes at a future date in accordance with Article 3.

Conditions to Defeasance. (a) The Issuer Companies may exercise its their legal defeasance option or its covenant defeasance option option, in each case, with respect to the Securities of a series only if: (1i) the Issuer Companies irrevocably deposit in trust with the Trustee cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient or U.S. Government Obligations, the principal of and the interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of and premium, if any, and interest on the Securities of such series when due at Stated Maturity or redemption, as the case may be, including interest thereon to maturity or the Redemption Date; provided that upon any redemption that requires the payment of a premium, the amount deposited shall have be sufficient for purposes of this Indenture to the extent that an amount is deposited or caused with the Trustee equal to the 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 as trust funds on or property prior to the date of the redemption (and any such deficit shall be set forth in trust for a written notice delivered to the purpose of making payment on such Notes an amount of cash or Government Securities as will, together with Holders and the income Trustee at least two (2) Business Days prior to accrue thereon and reinvestment thereof, be sufficient, in the opinion of Redemption Date); (ii) the Companies deliver to the Trustee a certificate from a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, accountants expressing their opinion that the payments of 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, satisfy and discharge the entire pay principal, interestpremium, if any, premium, if any and any other sums interest when due on all the Securities of such series to the Stated Maturity or redemption, as the case may be; provided that upon any redemption that requires the payment of a premium the amount deposited shall be sufficient for purposes of this Indenture to the extent that an optional redemption amount is deposited with the Trustee equal to the premium calculated as of the date of the Notes; 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 the date of the redemption (and any such deficit shall be set forth in a written notice delivered to the Holders and the Trustee at least two (2) no Default or Event of Default shall have occurred and be continuing on Business Days prior to the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the granting of Liens to secure such borrowingRedemption Date); (3iii) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(f) or (g) with respect to any Company occurs which is continuing at the end of the period; (iv) the Issuer deposit does not constitute a default under any other agreement binding on the Companies; (v) in the case of the legal defeasance option, the Companies shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over its other creditors or with the intent of defeating, hindering, delaying, or defrauding any of its other creditors or others; (4) the Issuer shall have delivered to the Trustee, (a) an Opinion of Counsel acceptable to the Trustee in its reasonable judgment or an advance tax ruling from the Canada Revenue Agency (or successor agency) to the effect that the Holders of outstanding Notes will not recognize income, gain or loss for Canadian income tax purposes as a result of such legal defeasance or covenant defeasance, as the case may be, and will be subject to Canadian federal income tax on the same amounts, in the same manner, and at the same times as would have been the case if such legal defeasance or covenant defeasance, as the case may be, had not occurred; (b) in the case of legal defeasance, an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect stating that (i1) the Issuer has Companies have received from, or there has been published by, the Internal Revenue Service a ruling, or (ii2) since the Issue Date, 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 will shall confirm that, the Holders of outstanding Notes will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such legal 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 legal deposit and defeasance had not occurred; , provided that such Opinion of Counsel shall not be required by this clause (v) if all the Securities of such series not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (cy) will become due and payable at their Stated Maturity within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Companies; (vi) such exercise does not impair the right of any Holder to receive payment of principal, premium, if any, and interest on such Holder’s Securities of such series 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 Securities of such series; (vii) in the case of the covenant defeasancedefeasance option, the Companies shall have delivered to the Trustee an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that the Holders of outstanding Notes such series will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such covenant 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 in the case if such covenant deposit and defeasance had not occurred; (5) the Issuer shall have satisfied the Trustee that it has paid, caused to be paid or made provisions for the payment of all applicable expenses of the Trustee; (6) such legal defeasance option or covenant defeasance option will not result in a breach or violation of, or constitute a Default under, any material agreement or instrument (other than this Indenture) to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound; and (7viii) the Issuer shall have delivered Companies deliver to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the legal defeasance option or and discharge of the covenant defeasance option, Securities of such series to be so defeased and discharged as the case may be, contemplated by this Article XII have been complied with. (b) Before or after a deposit, the Companies may make arrangements satisfactory to the Trustee for the redemption of such Securities at a future date in accordance with Article IV.