Common use of Conditions to Defeasance Clause in Contracts

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (a) the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefit of the Holders: (1) money in dollars or in such foreign currency in which the notes are payable in at stated maturity; (2) non-callable U.S. Government Obligations; or (3) a combination of money and non-callable U.S. Government Obligations, in each case sufficient without reinvestment, in the written opinion of a nationally recognized firm of independent public accountants to pay and discharge, and which shall be applied by the Trustee to pay and discharge, the principal of and premium, if any, and interest on the outstanding Notes on the day on which such payments are due and payable in accordance with the terms of this Indenture and of the Notes. (b) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company and the Guarantor have 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 Noteholders shall not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; (c) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Noteholders shall not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; and (d) no Event of Default or event with which notice of lapse of time or both would become an Event of Default with respect to the Notes has occurred and is continuing at the time of such deposit; (e) such legal defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest for the purposes of the Trust Indenture Act with respect to any of the Company's or the Guarantor's securities; (f) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company or the Guarantor are a party, or by which the Company or the Guarantor are bound; (g) such legal defeasance or covenant defeasance shall not cause any securities listed on any registered national stock exchange under the Exchange Act to be delisted; (h) such legal defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed on the Company or the Guarantor in connection therewith; and (i) the Company has delivered to the Trustee an Officer's Certificate and an Opinion of Counsel stating that all conditions precedent with respect to such legal defeasance or covenant defeasance have been complied with. Before or after a deposit, the Company or the Guarantor may make arrangements satisfactory to the Trustee for the redemption of any Notes at a future date in accordance with Article III.

Conditions to Defeasance. The In order for the Company may to exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only ifoption: (ai) the Company must irrevocably deposit or the Guarantor irrevocably deposits or causes cause to be deposited with the Trustee as trust funds for the purpose of making the following paymentsTrustee, in trust, specifically pledged as security for, and dedicated solely to to, the benefit of the Holders: (1) holders of the Securities, money in dollars an amount, or in such foreign currency in which the notes are payable in at stated maturity; (2) non-callable U.S. Government Obligations; or (3) Obligations which through the scheduled payment of principal and interest thereon will provide money in an amount, or a combination of money and non-callable U.S. Government Obligationsthereof, in each case sufficient without reinvestmentsuf- ficient, in the written opinion of a nationally recognized firm of independent public accountants accountants, to pay and discharge, and which shall be applied by the Trustee to pay and discharge, discharge the principal of (and premium, if any, on) and interest on the outstanding Notes Securities at maturity (or upon redemption, if applicable) of such principal, premium or installment of interest; (ii) no Default or Event of Default shall have oc- curred and be continuing on the date of such deposit or, insofar as an event of bankruptcy under Section 6.1(vi) or (vii) above is concerned, at any time during the period ending on the 91st day on which after the date of such payments are due and payable deposit; (iii) such defeasance or covenant defeasance shall not result in accordance with the terms of a breach or violation of, or constitute a de- fault under this Indenture and of or any material agreement or instrument to which the Notes.Company is a party or by which it is bound; (biv) in the case of the legal defeasance optiondefeasance, the Company shall have delivered to the Trustee an Opinion of Counsel stating stat- ing that (A) the Company and the Guarantor have has received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date of this Indenture hereof, there has been a change in the applicable applica- ble federal income tax law, in either case to the effect thateffect, and based thereon such Opinion of Counsel opinion shall confirm that, the Noteholders shall holders of the outstanding Securities will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance and shall will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had defe▇- ▇▇▇▇▇ ▇▇▇ not occurred; (cv) in the case of the covenant defeasance optiondefeasance, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Noteholders shall holders of the Securities outstand- ing will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance and shall covenant defe▇- ▇▇▇▇▇ ▇▇▇ will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (d) no Event of Default or event with which notice of lapse of time or both would become an Event of Default with respect to the Notes has occurred and is continuing at the time of such deposit; (evi) such legal in the case of defeasance or covenant defeasance defe▇- ▇▇▇▇▇, ▇▇e Company shall not cause the Trustee to have a conflicting interest for the purposes of the Trust Indenture Act with respect to any of the Company's or the Guarantor's securities; (f) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company or the Guarantor are a party, or by which the Company or the Guarantor are bound; (g) such legal defeasance or covenant defeasance shall not cause any securities listed on any registered national stock exchange under the Exchange Act to be delisted; (h) such legal defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed on the Company or the Guarantor in connection therewith; and (i) the Company has delivered to the Trustee an Officer's Opinion of Counsel in the United States to the effect that after the 91st day following the deposit or after the date such opinion is delivered, the trust funds will not be subject to the effect of any applicable bankruptcy, insol- vency, reorganization or similar laws affecting creditors' rights generally; (vii) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the holders of the Securities over the other creditors of the Company with the intent of hindering, delaying or defraud- ing creditors of the Company; and (viii) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent with respect provided for relat- ing to such legal either the defeasance or the covenant defeasance defeasance, as the case may be, have been complied with. Before or after a deposit, the Company or the Guarantor may make arrangements satisfactory to the Trustee for the redemption of any Notes at a future date in accordance with Article III.

Conditions to Defeasance. The Company may In order to exercise its legal defeasance option either Legal Defeasance or its covenant defeasance option Covenant Defeasance with respect to the Notes only ifNotes: (a) the Company or the Guarantor Issuer must irrevocably deposits or causes to be deposited deposit with the Trustee as trust funds Trustee, in trust, for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefit of the Holders: (1) money holders of the Notes, cash in dollars or in such foreign currency in which the notes are payable in at stated maturity; (2) U.S. dollars, non-callable U.S. Government Obligations; or (3) Securities, or a combination of money cash in U.S. dollars and non-callable U.S. Government ObligationsSecurities, in each case sufficient without reinvestmentamounts as will be sufficient, in the written opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants (with respect to any non-callable Government Securities), to pay and discharge, and which shall be applied by the Trustee to pay and discharge, the principal of of, or interest (including Additional Amounts and premium, if any, and interest ) on the outstanding Notes on the day stated date for payment thereof or on which the applicable redemption date, as the case may be, and the Issuer must specify whether the Notes are being defeased to such payments are due and payable in accordance with the terms of this Indenture and of the Notes.stated date for payment or to a particular redemption date; (b) in the case of the legal defeasance optionLegal Defeasance, the Company shall have delivered Issuer must deliver to the Trustee Trustee: (i) an Opinion opinion of Counsel stating United States counsel, which counsel is reasonably acceptable to the Trustee, confirming that (A) the Company and the Guarantor have Issuer has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, ruling or (B) since the date of this Indenture Issue Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion opinion of Counsel shall counsel will confirm that, the Noteholders shall holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit Legal Defeasance and defeasance and shall will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; and (ii) an Opinion of Counsel in the jurisdiction of incorporation of the Issuer, which counsel is reasonably acceptable to the Trustee, to the effect that the holders of the Notes will not recognize income, gain or loss for tax purposes of such jurisdiction as a result of such deposit and defeasance and 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; (c) in the case of the covenant defeasance optionCovenant Defeasance, the Company shall have delivered Issuer must deliver to the Trustee Trustee: (i) an Opinion opinion of Counsel United States counsel, which counsel is reasonably acceptable to the effect Trustee, confirming that the Noteholders shall holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit Covenant Defeasance and defeasance and shall will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Covenant Defeasance had not occurred; and (ii) an Opinion of Counsel in the jurisdiction of incorporation of the Issuer, which counsel is reasonably acceptable to the Trustee, to the effect that the holders of the Notes will not recognize income, gain or loss for tax purposes of such jurisdiction as a result of such deposit and defeasance and 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; (d) no Default or Event of Default or event with which notice of lapse of time or both would become an Event of Default with respect to the Notes has occurred and is continuing at on the time date of such depositdeposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other Indebtedness), and the granting of Liens to secure such borrowings); (e) such legal defeasance Legal Defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest for the purposes of the Trust Indenture Act with respect to any of the Company's or the Guarantor's securities; (f) such legal defeasance or covenant defeasance shall Covenant Defeasance will not result in a breach or violation of, or constitute a default under, this Indenture or under any other material agreement or instrument (other than this Indenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which the Company Issuer or any of the Guarantor are Guarantors is a party, party or by which the Company Issuer or any of the Guarantor are Guarantors is bound; (g) such legal defeasance or covenant defeasance shall not cause any securities listed on any registered national stock exchange under the Exchange Act to be delisted; (h) such legal defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed on the Company or the Guarantor in connection therewith; and (if) the Company has delivered Issuer must deliver to the Trustee an Officer's ’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the holders of Notes over the other creditors of the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or others; and (g) the Issuer must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent with respect relating to such legal defeasance the Legal Defeasance or covenant defeasance the Covenant Defeasance have been complied with. Before or after a deposit, If the Company or the Guarantor may make arrangements satisfactory to funds deposited with the Trustee for to effect Covenant Defeasance are insufficient to pay the redemption principal of, premium, if any, and interest on the Notes when due because of any Notes at a future date in accordance with Article IIIacceleration occurring after an Event of Default, then the Issuer and the Guarantors shall remain liable for such payments.

Conditions to Defeasance. (a) The Company may exercise its legal defeasance option or its covenant defeasance option option, in each case, with respect to the Notes only if: (ai) the Company or the Guarantor must irrevocably deposits or causes to be deposited deposit with the Trustee as trust funds Trustee, in trust, for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefit of the Holders: (1) money , cash in dollars U.S. dollars, Government Securities, or a combination thereof, in such foreign currency in which the notes are payable in at stated maturity; (2) non-callable U.S. Government Obligations; or (3) a combination amounts as will be sufficient, without consideration of money and non-callable U.S. Government Obligations, in each case sufficient without reinvestmentany reinvestment of interest, in the written opinion of a nationally recognized firm of independent public accountants accountants, investment bank or appraisal firm, to pay and discharge, and which shall be applied by the Trustee to pay and discharge, the principal of and of, premium, if any, and interest due on the outstanding Notes on the day stated maturity date or on which the redemption date, as the case may be, of such payments are due and payable in accordance with the terms of this Indenture and principal, premium, if any, or interest on such Notes (provided that if such redemption is made as provided under paragraph 5 of the Notes.Note, (x) the amount of cash in U.S. dollars, Government Securities, or a combination thereof, that the Company must irrevocably deposit or cause to be deposited will be determined using an assumed Applicable Premium calculated as of the date of such deposit and (y) the Company must irrevocably deposit or cause to be deposited additional money in trust on the redemption date as necessary to pay the Applicable Premium as determined on such date) and the Company must specify whether such Notes are being defeased to maturity or to a particular redemption date; (bii) in the case of the legal defeasance optionLegal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel stating that confirming that, subject to customary assumptions and exclusions, (Aa) the Company and the Guarantor have has received from, or there has been published by, the United States Internal Revenue Service a ruling, or (Bb) since the date issuance of this Indenture the Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Noteholders shall Holders will not recognize income, gain or loss for U.S. federal income tax purposes purposes, as applicable, as a result of such deposit Legal Defeasance and defeasance and shall will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Legal Defeasance had not occurred; (ciii) in the case of the covenant defeasance optionCovenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that, subject to customary assumptions and exclusions, the effect that the Noteholders shall Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit Covenant Defeasance and defeasance and shall will be subject to federal income such tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Covenant Defeasance had not occurred; and; (div) no Event Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Default or event with which notice of lapse of time or both would become an Event of Default with respect to the Notes has Liens in connection therewith) shall have occurred and is be continuing at on the time date of such deposit; (ev) such legal defeasance Legal Defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest for the purposes of the Trust Indenture Act with respect to any of the Company's or the Guarantor's securities; (f) such legal defeasance or covenant defeasance Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture under the Senior Credit Facilities have been issued or any other material agreement or instrument (other than this Indenture) to which the Company or the any Guarantor are is a party, party or by which the Company or the any Guarantor are is bound; (g) such legal defeasance or covenant defeasance shall not cause any securities listed on any registered national stock exchange under the Exchange Act to be delisted; (h) such legal defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed on the Company or the Guarantor in connection therewith; and (ivi) the Company has shall have delivered to the Trustee an Officer's ’s Certificate stating that the deposit was not made by the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or any Guarantor or others; and (vii) the Company shall have delivered 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 with respect provided for or relating to such legal defeasance the Legal Defeasance or covenant defeasance the Covenant Defeasance, as the case may be, have been complied with. Notwithstanding the foregoing, an Opinion of Counsel required by Section 8.02(a)(ii) with respect to legal defeasance need not be delivered if all of the Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable at their stated maturity within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. (b) Before or after a deposit, the Company or the Guarantor may make arrangements satisfactory to the Trustee for the redemption of any such Notes at a future date in accordance with Article III3.

Conditions to Defeasance. The Company may In order to exercise either its legal defeasance option Legal Defeasance Option and give effect thereto (“Legal Defeasance”) or its covenant defeasance option with respect to the Notes only if: Covenant Defeasance Option and give effect thereto (a“Covenant Defeasance”), (i) the Company or the Guarantor shall irrevocably deposits or causes to be deposited deposit with the Trustee Trustee, as trust funds in trust, for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefit of the Holders: (1) money , cash in dollars or in such foreign currency in which the notes are payable in at stated maturity; (2) non-callable U.S. Government Obligations; or (3) a combination of money and non-callable United States dollars, U.S. Government Obligations, or a combination thereof, maturing as to principal and interest in each case sufficient such amounts as will be sufficient, without reinvestmentconsideration of any reinvestment of such interest, in the written opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm, to pay and discharge, and which shall be applied by the Trustee to pay and discharge, discharge the principal of and of, premium, if any, and interest on the outstanding Notes on the day on which Stated Maturity of such payments are due and payable in accordance with the terms principal or installment of this Indenture and of the Notes. principal or interest; (bii) in the case of the legal defeasance optionLegal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel stating confirming that (A) the Company and the Guarantor have has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (B) since the date of this Indenture 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 Noteholders shall Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit Legal Defeasance and defeasance and shall will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Legal Defeasance had not occurred; ; (ciii) in the case of the covenant defeasance optionCovenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect confirming that the Noteholders shall Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit Covenant Defeasance and defeasance and shall will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Covenant Defeasance had not occurred; and (div) no Default or Event of Default or event with which notice of lapse of time or both would become an Event of Default with respect to the Notes has shall have occurred and is be continuing at on the time date of such deposit; ; (ev) such legal defeasance Legal Defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest for the purposes of the Trust Indenture Act with respect to any of the Company's or the Guarantor's securities; (f) such legal defeasance or covenant defeasance Covenant Defeasance shall not result in a breach or violation of, or constitute a default Default under, this Indenture or any other material agreement or instrument to which the Company or the Guarantor are is a party, party or by which the Company or the Guarantor are it is bound; ; (g) such legal defeasance or covenant defeasance shall not cause any securities listed on any registered national stock exchange under the Exchange Act to be delisted; (h) such legal defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed on the Company or the Guarantor in connection therewith; and (ivi) the Company has shall have delivered to the Trustee an Officer's Opinion of Counsel to the effect that (A) the trust funds will not be subject to any rights of holders of other Indebtedness of the Company or any Subsidiary Guarantor, including, without limitation, those arising under this Indenture, after the 91st day following the deposit and (B) after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (vii) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of the Notes over the other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; (viii) no event or condition shall exist that would prevent the Company from making payments of the principal of, premium, if any, and interest on the Notes on the date of such deposit; and (ix) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent with respect provided for relating to such legal defeasance either the Legal Defeasance or covenant defeasance the Covenant Defeasance, as the case may be, have been complied with. Before or after a deposit, the Company or the Guarantor may make arrangements satisfactory to the Trustee for the redemption of any Notes at a future date in accordance with Article III.

Conditions to Defeasance. The Company may exercise its legal defeasance option Legal Defeasance or its covenant defeasance option with respect to the Notes Covenant Defeasance only if: (a1) the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee as Trustee, in trust funds (the "defeasance trust") for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefit of the Holders: (1) money , cash in dollars U.S. dollars, U.S. Government Obligations or a combination thereof, in such foreign currency in which the notes are payable in at stated maturity; (2) non-callable U.S. Government Obligations; or (3) a combination of money and non-callable U.S. Government Obligations, in each case sufficient without reinvestmentamounts as will be sufficient, in the written opinion of a nationally recognized firm of independent public accountants accountants, to pay and discharge, and which shall be applied by the Trustee to pay and discharge, the principal of and premium, if any, and interest on the outstanding Notes on the day Stated Maturity or the applicable Redemption Date, as the case may be, of such principal or installment of principal or interest on which such payments are due and payable in accordance with the terms of this Indenture and of the Outstanding Notes.; (b2) in the case of the legal defeasance optionLegal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel stating (which counsel may be an employee of the Company or any Subsidiary of the Company) reasonably acceptable to the Trustee confirming that (A) the Company and the Guarantor have has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (B) since the date of this Indenture Issuance 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 opinion of Counsel counsel shall confirm that, the Noteholders shall Holders of the Outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such deposit Legal Defeasance and defeasance and shall will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Legal Defeasance had not occurred; (c3) in the case of the covenant defeasance optionCovenant Defeasance, the Company shall have delivered to the Trustee an Opinion opinion of Counsel counsel (which counsel may be an employee of the Company or any Subsidiary of the Company) reasonably acceptable to the effect Trustee confirming that the Noteholders shall Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such deposit Covenant Defeasance and defeasance and shall will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Covenant Defeasance had not occurred; and; (d4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or event with which notice of lapse of time or both would become an Event of Default with respect resulting from the borrowing of funds applied to such deposit) or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time during the period ending on the 91st day after the date of deposit (or greater period of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the Notes has occurred and is continuing at the time of such deposit; (e) such legal defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest for the purposes of the Trust Indenture Act with respect to any of deposit by the Company's or the Guarantor's securities); (f) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company or the Guarantor are a party, or by which the Company or the Guarantor are bound; (g) such legal defeasance or covenant defeasance shall not cause any securities listed on any registered national stock exchange under the Exchange Act to be delisted; (h) such legal defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed on the Company or the Guarantor in connection therewith; and (i) the Company has delivered to the Trustee an Officer's Certificate and an Opinion of Counsel stating that all conditions precedent with respect to such legal defeasance or covenant defeasance have been complied with. Before or after a deposit, the Company or the Guarantor may make arrangements satisfactory to the Trustee for the redemption of any Notes at a future date in accordance with Article III.

Conditions to Defeasance. The Company may In order to exercise its legal defeasance option either Legal Defeasance or its covenant defeasance option with respect to the Notes only ifCovenant Defeasance: (ai) the Company or the Guarantor must irrevocably deposits or causes to be deposited deposit with the Trustee as trust funds Trustee, in trust, for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefit of the Holders: (1) money Holders of the Notes, cash in dollars or in such foreign currency in which the notes are payable in at stated maturity; (2) U.S. dollars, non-callable U.S. Government Obligations; or (3) Securities, or a combination of money and non-callable U.S. Government Obligationsthereof, in each case sufficient such amounts as will be sufficient, without consideration of reinvestment, in the written opinion of a nationally recognized firm of independent public accountants to pay and discharge, and which shall be applied by the Trustee to pay and discharge, the principal of and of, premium, if any, and interest due on the outstanding Notes on the day stated maturity date or on which such payments the applicable Redemption Date, as the case may be, and the Company must specify whether the Notes are due and payable in accordance with the terms of this Indenture and of the Notes.being defeased to maturity or to a particular Redemption Date; (bii) in the case of the legal defeasance optionLegal Defeasance, the Company shall have delivered to the Trustee an Opinion opinion of Counsel stating that counsel in the United States confirming that, subject to customary assumptions and exclusions, (A1) the Company and the Guarantor have has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (B2) since the date of this Indenture Issue Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion opinion of Counsel counsel shall confirm that, the Noteholders shall Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit Legal Defeasance and defeasance and shall will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Legal Defeasance had not occurred; (ciii) in the case of the covenant defeasance optionCovenant Defeasance, the Company shall have delivered to the Trustee an Opinion opinion of Counsel counsel in the United States confirming that, subject to customary assumptions and exclusions, the effect that the Noteholders shall Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit Covenant Defeasance and defeasance and shall will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Covenant Defeasance had not occurred; and (d) no Event of Default or event with which notice of lapse of time or both would become an Event of Default with respect to the Notes has occurred and is continuing at the time of such deposit; (eiv) no Default shall have occurred and be continuing on the date of such legal defeasance or covenant defeasance shall not cause deposit (other than a Default resulting from the Trustee borrowing of funds to have a conflicting interest for the purposes of the Trust Indenture Act with respect be applied to any of the Company's or the Guarantor's securitiessuch deposit); (fv) such legal defeasance Legal Defeasance or covenant defeasance shall Covenant Defeasance will not result in a breach or violation of, or constitute a default under, this Indenture or under any other material agreement or instrument (other than this Indenture) to which the Company or the Guarantor are any of its Subsidiaries is a party, party or by which the Company or the Guarantor are any of its Subsidiaries is bound; (g) such legal defeasance or covenant defeasance shall not cause any securities listed on any registered national stock exchange under the Exchange Act to be delisted; (h) such legal defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed on the Company or the Guarantor in connection therewith; and (ivi) the Company has 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 with respect provided for relating to such legal defeasance the Legal Defeasance or covenant defeasance the Covenant Defeasance, as the case may be, have been complied with. Before or after a deposit, the Company or the Guarantor may make arrangements satisfactory to the Trustee for the redemption of any Notes at a future date in accordance with Article III.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (a1) the Company or the Guarantor Issuers irrevocably deposits or causes to be deposited deposit in trust with the Trustee as trust funds Trustee, in trust, for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefit of the Holders: (1) money , cash in dollars U.S. dollars, Government Securities, or in such foreign currency in which the notes are payable in at stated maturity; (2) non-callable U.S. Government Obligations; or (3) a combination of money cash in U.S. dollars and non-callable U.S. Government ObligationsSecurities, in each case sufficient without reinvestmentamounts as will be sufficient, in the written opinion of a nationally recognized firm of independent public accountants accountants, to pay and discharge, and which shall be applied by the Trustee to pay and discharge, the principal of of, and premium, if any, and interest interest, due on the outstanding Notes Securities on the day Stated Maturity or on which such payments the applicable redemption date, as the case may be, and the Issuers must specify whether the Securities are due and payable in accordance with the terms of this Indenture and of the Notes.being defeased to maturity or to a particular redemption date; (b2) in the case of the legal defeasance optiondefeasance, the Company shall Issuers have delivered to the Trustee an Opinion of Counsel stating confirming that (Aa) the Company and the Guarantor Issuers have received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (Bb) since the date of this Indenture 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 will confirm that, the Noteholders shall Holders of the respective outstanding Securities will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and legal defeasance and shall will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and legal defeasance had not occurred; (c3) in the case of the covenant defeasance optiondefeasance, the Company shall Issuers have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the effect Trustee confirming that the Noteholders shall Holders of the respective outstanding Securities will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and shall will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (d) no Event of Default or event with which notice of lapse of time or both would become an Event of Default with respect to the Notes has occurred and is continuing at the time of such deposit; (e4) such legal defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest for the purposes of the Trust Indenture Act with respect to any of the Company's or the Guarantor's securities; (f) such legal defeasance or covenant defeasance shall will not result in a breach or violation of, or constitute a default under, this Indenture or under any other material agreement or instrument (other than this Indenture) to which the Company Issuers or any of the Guarantor are Restricted Subsidiaries is a party, party or by which the Company Issuers or the Guarantor any Restricted Subsidiaries are bound; (g5) no Default or Event of Default has occurred and is continuing on the date of such legal defeasance deposit (other than a Default or covenant defeasance shall not cause any securities listed on any registered national stock exchange under Event of Default resulting from the Exchange Act borrowing of funds to be delistedapplied to such deposit and the grant of any Lien securing such borrowings) or insofar as Events of Default resulting from the borrowing of funds or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit; (h6) such legal defeasance the Issuers must deliver to the Trustee an Opinion of Counsel to the effect that, assuming, among other things, no intervening bankruptcy of the Issuers between the date of deposit and the 91st day following the deposit and assuming that no Holder is an “insider” of the Issuers under applicable bankruptcy law, after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization of similar laws affecting creditors’ rights generally; (7) the Issuers must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of defeating, hindering, delaying or covenant defeasance shall be effected in compliance with any additional terms, conditions defrauding creditors of the Issuers or limitations which may be imposed on the Company or the Guarantor in connection therewithothers; and (i) 8) the Company has delivered Issuers must 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 with respect relating to such the legal defeasance or the covenant defeasance have been complied with. Before ; provided that the Opinion of Counsel required by this clause (8) with respect to a legal defeasance need not be delivered if all Securities not theretofore delivered to the Trustee for cancellation (x) have become due and payable or after a deposit, the Company or the Guarantor may make (y) will become due and payable at their Stated Maturity within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of any Notes at a future date in accordance with Article IIIthe Issuers.

Conditions to Defeasance. The Company Issuer may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (a1) the Company or the Guarantor Issuer irrevocably deposits or causes to be deposited with the Trustee as trust funds Trustee, in trust, for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefit of the Holders: (1) money , cash in dollars U.S. dollars, U.S. Government Obligations or a combination thereof, in such foreign currency amounts as will be sufficient (without reinvestment), as determined by the Issuer in which the notes are payable case of an all cash deposit, and as confirmed, certified or attested to by an Independent Financial Advisor in at writing to the Trustee in the case of the deposit of U.S. Government Obligations or a combination of U.S. Government Obligations and cash, to pay the principal of, premium and interest on the Securities on the stated maturitydate for payment or on the applicable redemption date, as the case may be, of the principal or installment of principal of, premium or interest on the Securities; (2) non-callable U.S. Government Obligations; or (3) a combination of money and non-callable U.S. Government Obligations, in each case sufficient without reinvestment, in the written opinion of a nationally recognized firm of independent public accountants to pay and discharge, and which shall be applied by the Trustee to pay and discharge, the principal of and premium, if any, and interest on the outstanding Notes on the day on which such payments are due and payable in accordance with the terms of this Indenture and of the Notes. (b) in the case of the legal defeasance optionLegal Defeasance, the Company shall have delivered Issuer delivers to the Trustee an Opinion of Counsel stating in the United States reasonably acceptable to the Trustee confirming that (Aa) the Company and the Guarantor have Issuer has received from, or there has been published by, by the Internal Revenue Service Service, a ruling, or (Bb) since the date of this Indenture Indenture, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such this Opinion of Counsel shall confirm that, the Noteholders shall beneficial owners of the Securities will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit Legal Defeasance and defeasance and shall will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Legal Defeasance had not occurred; (c3) in the case of the covenant defeasance optionCovenant Defeasance, the Company shall have delivered Issuer delivers to the Trustee an Opinion of Counsel to in the effect United States confirming that the Noteholders shall beneficial owners of the Securities will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit Covenant Defeasance and defeasance and shall 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 the Covenant Defeasance had not occurred; (4) (x) no Default shall have occurred and be continuing on the date of such deposit or will occur as a result of such deposit (other than a Default resulting from the creation of one or more Triggering Liens in connection with the borrowing of funds to be applied to make such deposit and defeasance had not occurred; and any similar and simultaneous deposit relating to other Indebtedness), and (dy) no Event of Default or event with which notice of lapse of time or both would become an Event of Default with respect to the Notes has occurred and is continuing at the time of such deposit; (e) such legal defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest for the purposes of the Trust Indenture Act with respect to any of the Company's or the Guarantor's securities; (f) such legal defeasance or covenant defeasance shall deposit will not result in a breach or violation of, or constitute a default under, any material agreement or material instrument (other than this Indenture or and any other agreement or instrument governing Pari Passu Indebtedness to which a similar and simultaneous deposit relates) to which the Company Issuer or the any Guarantor are is a party, party or by which the Company Issuer or the any Guarantor are is bound; (g) such legal defeasance or covenant defeasance shall not cause any securities listed on any registered national stock exchange under the Exchange Act to be delisted; (h) such legal defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed on the Company or the Guarantor in connection therewith; and (i5) the Company has delivered Issuer delivers to the Trustee an Officer's ’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; (6) the Issuer delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel Counsel, each stating that all the conditions precedent with respect to such legal defeasance or covenant defeasance provided for in, in the case of the Officer’s Certificate, Section 8.02(1) through (6) and, in the case of the Opinion of Counsel, Section 8.02(2) and/or (3) and (4)(y) have been complied with; and (7) the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Securities at maturity or on the date of redemption, as the case may be (which instructions may be contained in the Officer’s Certificate referred to in Section 8.02(5) or (6)). Before or after a deposit, the Company or the Guarantor Issuer may make arrangements satisfactory to the Trustee for the redemption of any Notes Securities at a future date in accordance with Article III3.

Conditions to Defeasance. The Company may In order to exercise its legal defeasance option either Legal Defeasance or its covenant defeasance option with respect to the Notes only ifCovenant Defeasance: (ai) the Company or the Guarantor Issuer must irrevocably deposits or causes to be deposited deposit with the Trustee as trust funds Trustee, in trust, for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefit of the Holders: holders of the Notes, (1i) money cash in dollars or in such foreign currency in which the notes are payable in at stated maturity; (2) U.S. dollars, non-callable U.S. Government Obligations; or (3) Securities, or a combination of money cash in U.S. dollars and non-callable U.S. Government ObligationsSecurities (in the case of the USD Notes) and (ii) cash in Euros, non-callable European Government Securities, or a combination of cash in each Euros and non-callable European Government Securities (in the case sufficient without reinvestmentof the Euro Notes) in amounts as will be sufficient, in the written opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants accountants, to pay and discharge, and which shall be applied by the Trustee to pay and discharge, the principal of of, or interest (including Additional Amounts and premium, if any, and interest ) on the outstanding Notes on the day stated date for payment thereof or on which the applicable redemption date, as the case may be, and the Issuer must specify whether the Notes are being defeased to such payments are due and payable in accordance with the terms of this Indenture and of the Notes.stated date for payment or to a particular redemption date; (bii) in the case of the legal defeasance optionLegal Defeasance, the Company shall have delivered Issuer must deliver to the Trustee an Opinion of Counsel stating that Trustee: (A) an opinion of United States counsel, which counsel is reasonably acceptable to the Company and Trustee, confirming that (i) the Guarantor have Issuer has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, ruling or (Bii) since the date of this Indenture Issue Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion opinion of Counsel shall counsel will confirm that, the Noteholders shall holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit Legal Defeasance and defeasance and shall will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; and (B) an Opinion of Counsel in the jurisdiction of incorporation of the Issuer, which counsel is reasonably acceptable to the Trustee, to the effect that the holders of the Notes will not recognize income, gain or loss for tax purposes of such jurisdiction as a result of such deposit and defeasance and 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; (ciii) in the case of the covenant defeasance optionCovenant Defeasance, the Company shall have delivered Issuer must deliver to the Trustee Trustee: (A) an Opinion opinion of Counsel United States counsel, which counsel is reasonably acceptable to the effect Trustee, confirming that the Noteholders shall holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit Covenant Defeasance and defeasance and shall will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Covenant Defeasance had not occurred; and (dB) an opinion of counsel in the jurisdiction of incorporation of the Issuer, which counsel is reasonably acceptable to the Trustee, to the effect that the holders of the Notes will not recognize income, gain or loss for tax purposes of such jurisdiction as a result of such deposit and defeasance and 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; (iv) no Default or Event of Default or event with which notice of lapse of time or both would become an Event of Default with respect to the Notes has occurred and is continuing at on the time date of such depositdeposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other Indebtedness), and the granting of Liens to secure such borrowings); (ev) such legal defeasance Legal Defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest for the purposes of the Trust Indenture Act with respect to any of the Company's or the Guarantor's securities; (f) such legal defeasance or covenant defeasance shall Covenant Defeasance will not result in a breach or violation of, or constitute a default under, this Indenture or under any other material agreement or instrument (other than this Indenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which the Company Issuer or any of the Guarantor are Guarantors is a party, party or by which the Company Issuer or any of the Guarantor are Guarantors is bound; (g) such legal defeasance or covenant defeasance shall not cause any securities listed on any registered national stock exchange under the Exchange Act to be delisted; (h) such legal defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed on the Company or the Guarantor in connection therewith; and (ivi) the Company has delivered Issuer must deliver to the Trustee an Officer's ’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 Counsel, each stating that all conditions precedent with respect relating to such legal defeasance the Legal Defeasance or covenant defeasance the Covenant Defeasance have been complied with. Before or after a deposit, If the Company or the Guarantor may make arrangements satisfactory to funds deposited with the Trustee for to effect Covenant Defeasance are insufficient to pay the redemption principal of, premium, if any, and interest on the Notes when due because of any Notes at a future date in accordance with Article IIIacceleration occurring after an Event of Default, then the Issuer and the Guarantors shall remain liable for such payments.

Conditions to Defeasance. (a) The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (ai) the Company or the Guarantor irrevocably deposits or causes to be deposited in trust with the Trustee as trust funds for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefit of the Holders: (1) money in dollars an amount sufficient, or in U.S. Government Obligations the principal of and interest on which will be sufficient, or a combination thereof sufficient, to pay the 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 foreign currency in which the notes are payable in at stated maturityRedemption Date; (2ii) non-callable U.S. Government Obligations; or (3) the Company delivers to the Trustee a combination of money and non-callable U.S. Government Obligations, in each case sufficient without reinvestment, in the written opinion of certificate from a nationally recognized firm of independent public accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited 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 dischargeinterest when due on all the Notes to maturity or redemption, as the case may be; (iii) 123 days pass after the deposit is made and during the 123-day period no Default specified in Sections 7.01(h) and (i) with respect to the Company occurs which shall be applied by is continuing at the end of the period; (iv) the Company delivers to the Trustee an Opinion of Counsel to pay and dischargethe effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the principal Investment Company Act of and premium, if any, and interest on the outstanding Notes on the day on which such payments are due and payable in accordance with the terms of this Indenture and of the Notes.1940; (bv) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (A1) the Company and the Guarantor have has received from, or there has been published by, the Internal Revenue Service a ruling, or (B2) since the date of this Indenture there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Noteholders shall Holders will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit and defeasance and shall will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred;; Table of Contents (cvi) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Noteholders shall Holders will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit and covenant defeasance and shall will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (d) no Event of Default or event with which notice of lapse of time or both would become an Event of Default with respect to the Notes has occurred and is continuing at the time of such deposit; (e) such legal defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest for the purposes of the Trust Indenture Act with respect to any of the Company's or the Guarantor's securities; (f) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company or the Guarantor are a party, or by which the Company or the Guarantor are bound; (g) such legal defeasance or covenant defeasance shall not cause any securities listed on any registered national stock exchange under the Exchange Act to be delisted; (h) such legal defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed on the Company or the Guarantor in connection therewith; and (ivii) the Company has delivered delivers to the Trustee an Officer's Officers’ Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent with respect to such legal the defeasance or covenant defeasance and discharge of the Notes as contemplated by this Article 9 have been complied with. . (b) Before or after a deposit, the Company or the Guarantor may make arrangements satisfactory to the Trustee for the redemption of any Notes at a future date in accordance with Article III3.

Conditions to Defeasance. The Company may In order to exercise either its legal defeasance option Legal Defeasance Option and give effect thereto ("Legal Defeasance") or its covenant defeasance option with respect to the Notes only if: Covenant Defeasance Option and give effect thereto (a"Covenant Defeasance"), (i) the Company or the Guarantor shall irrevocably deposits or causes to be deposited deposit with the Trustee Trustee, as trust funds in trust, for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefit of the Holders: (1) money , cash in dollars or in such foreign currency in which the notes are payable in at stated maturity; (2) non-callable U.S. Government Obligations; or (3) a combination of money and non-callable United States dollars, U.S. Government Obligations, or a combination thereof, maturing as to principal and interest in each case sufficient such amounts as will be sufficient, without reinvestmentconsideration of any reinvestment of such interest, in the written opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm, to pay and discharge, and which shall be applied by the Trustee to pay and discharge, discharge the principal of and of, premium, if any, and interest on the outstanding Notes on the day on which stated maturity of such payments are due and payable in accordance with the terms principal or installment of this Indenture and of the Notes. principal or interest; (bii) in the case of the legal defeasance optionLegal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel stating confirming that (A) the Company and the Guarantor have has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (B) since the date of this Indenture 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 Noteholders shall Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit Legal Defeasance and defeasance and shall will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Legal Defeasance had not occurred; ; (ciii) in the case of the covenant defeasance optionCovenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect confirming that the Noteholders shall Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit Covenant Defeasance and defeasance and shall will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Covenant Defeasance had not occurred; and (div) no Default or Event of Default or event with which notice of lapse of time or both would become an Event of Default with respect to the Notes has shall have occurred and is be continuing at on the time date of such deposit or insofar as Section 6.01(a)(ix) and (x) are concerned, at any time during the period ending on the 91st day after the date of deposit; ; (ev) such legal defeasance Legal Defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest for the purposes of the Trust Indenture Act with respect to any of the Company's or the Guarantor's securities; (f) such legal defeasance or covenant defeasance Covenant Defeasance shall not result in a breach or violation of, or constitute a default Default under, this Indenture or any other material agreement or instrument to which the Company or the Guarantor are is a party, party or by which the Company or the Guarantor are it is bound; ; (g) such legal defeasance or covenant defeasance shall not cause any securities listed on any registered national stock exchange under the Exchange Act to be delisted; (h) such legal defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed on the Company or the Guarantor in connection therewith; and (ivi) the Company has shall have delivered to the Trustee an Officer's Opinion of Counsel to the effect that (A) the trust funds will not be subject to any rights of holders of Senior Debt or Guarantor Senior Debt of any Subsidiary Guarantor, including, without limitation, those arising under this Indenture, after the 91st day following the deposit and (B) after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; (vii) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of the Notes over the other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; (viii) no event or condition shall exist that would prevent the Company from making payments of the principal of, premium, if any, and interest on the Notes on the date of such deposit or at any time ending on the 91st day after the date of such deposit; (ix) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent with respect provided for relating to such legal defeasance either the Legal Defeasance or covenant defeasance the Covenant Defeasance, as the case may be, have been complied with. Before ; and (x) such deposit shall not violate the provisions described in Article X or after a deposit, the Company or the Guarantor may make arrangements satisfactory to the Trustee for the redemption of any Notes at a future date in accordance with Article IIIXI.

Conditions to Defeasance. The Company may exercise its legal defeasance option either Legal Defeasance or its covenant defeasance option with respect to the Notes Covenant Defeasance only if: (ai) the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds Trustee, in trust, for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefit of the Holders: (1) money Holders of the Notes, cash in dollars U.S. Legal Tender or Government Securities, or a combination thereof, in such foreign currency in which the notes are payable in at stated maturity; amounts as will be sufficient, (2x) non-callable U.S. Government Obligations; or (3) a combination of money and non-callable U.S. Government Obligations, in each case sufficient without reinvestment, in the written opinion of a nationally recognized firm of independent public accountants accountants, to pay and discharge, and which shall be applied by the Trustee to pay and discharge, the principal of and of, premium, if any, and interest and Additional Interest, if any, on the outstanding Notes on the day on which stated maturity or the date such payments are due and payable in accordance with the terms of this Indenture the Notes or on the applicable, redemption date, as the case may be, and (y) in the opinion of the Notes.Company as stated in an Officers’ Certificate, to pay the Trustee Expenses. The Company shall specify whether the Notes are being defeased to maturity or to a particular redemption date; (bii) in the case of the legal defeasance optionLegal Defeasance, the Company shall have delivered to the Trustee (1) an Opinion of Counsel stating reasonably acceptable to the Trustee confirming that (Ax) the Company and the Guarantor have has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (By) since the date of this Indenture 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 will confirm that, the Noteholders shall Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such deposit Legal Defeasance and defeasance and shall will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Legal Defeasance had not occurredoccurred and (2) an Opinion of Counsel to the effect that (x) the deposit of the trust funds does not violate the Investment Company Act of 1940 and (y) after the period ending on the 123rd day after the date of deposit, the trust funds will not be subject to the effect of Section 547 of the Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law in a case commenced by or against the Company under either such statute; (ciii) in the case of the covenant defeasance optionCovenant Defeasance, the Company shall have delivered to the Trustee (1) an Opinion of Counsel in the United States reasonably acceptable to the effect Trustee confirming that the Noteholders shall Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such deposit Covenant Defeasance and defeasance and shall will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Covenant Defeasance had not occurred; andoccurred and (2) an Opinion of Counsel to the effect that (x) the deposit of the trust funds does not violate the Investment Company Act of 1940 and (y) after the period ending on the 123rd day after the date of deposit, the trust funds will not be subject to the effect of ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law in a case commenced by or against the Company under either such statute; (div) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or event with which notice of lapse of time or both would become an Event of Default with respect resulting from the borrowing of funds to be applied to such deposit) or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the Notes has occurred and is continuing at period ending on the time 123rd day after the date of such deposit; (ev) such legal defeasance Legal Defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest for the purposes of the Trust Indenture Act with respect to any of the Company's or the Guarantor's securities; (f) such legal defeasance or covenant defeasance Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or Default under any other material agreement or instrument (other than this Indenture) to which the Company or the Guarantor are any of its Subsidiaries is a party, party or by which the Company or the Guarantor are any of its Subsidiaries is bound; (g) such legal defeasance or covenant defeasance shall not cause any securities listed on any registered national stock exchange under the Exchange Act to be delisted; (h) such legal defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed on the Company or the Guarantor in connection therewith; and (ivi) the Company has 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 with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; and (vii) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent with respect relating to such legal defeasance the Legal Defeasance or covenant defeasance the Covenant Defeasance have been complied with. Before or after a deposit, the Company or the Guarantor may make arrangements satisfactory to the Trustee for the redemption of any Notes at a future date in accordance with Article III.

Conditions to Defeasance. The Company may In order to exercise its legal defeasance option either Legal Defeasance or its covenant defeasance option with respect to the Notes only ifCovenant Defeasance: (ai) the Company or the Guarantor must irrevocably deposits or causes to be deposited deposit with the Trustee as trust funds Trustee, in trust, for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefit of the Holders: (1) money Holders of the Notes, cash in dollars or in such foreign currency in which the notes are payable in at stated maturity; (2) U.S. dollars, non-callable U.S. Government Obligations; or (3) Securities, or a combination of money and non-callable U.S. Government Obligationsthereof, in each case sufficient such amounts as will be sufficient, without consideration of reinvestment, in the written opinion of a nationally recognized firm of independent public accountants to pay and discharge, and which shall be applied by the Trustee to pay and discharge, the principal of and of, premium, if any, and interest due on the outstanding Notes on the day stated maturity date or on which such payments the applicable Redemption Date, as the case may be, and the Company must specify whether the Notes are due and payable in accordance with the terms of this Indenture and of the Notes.being defeased to maturity or to a particular Redemption Date; (bii) in the case of the legal defeasance optionLegal Defeasance, the Company shall have delivered to the Trustee an Opinion opinion of Counsel stating that counsel in the United States confirming that, subject to customary assumptions and exclusions, (A1) the Company and the Guarantor have has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (B2) since the date of this Indenture Issue Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion opinion of Counsel counsel shall confirm that, the Noteholders shall beneficial owners will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit Legal Defeasance and defeasance and shall will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Legal Defeasance had not occurred; (ciii) in the case of the covenant defeasance optionCovenant Defeasance, the Company shall have delivered to the Trustee an Opinion opinion of Counsel counsel in the United States confirming that, subject to customary assumptions and exclusions, the effect that the Noteholders shall beneficial owners will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit Covenant Defeasance and defeasance and shall will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Covenant Defeasance had not occurred; and (d) no Event of Default or event with which notice of lapse of time or both would become an Event of Default with respect to the Notes has occurred and is continuing at the time of such deposit; (eiv) no Default shall have occurred and be continuing on the date of such legal defeasance or covenant defeasance shall not cause deposit (other than a Default resulting from the Trustee borrowing of funds to have a conflicting interest for the purposes of the Trust Indenture Act with respect be applied to any of the Company's or the Guarantor's securitiessuch deposit); (fv) such legal defeasance Legal Defeasance or covenant defeasance shall Covenant Defeasance will not result in a breach or violation of, or constitute a default under, this Indenture or under any other material agreement or instrument (other than this Indenture) to which the Company or the Guarantor are any of its Subsidiaries is a party, party or by which the Company or the Guarantor are any of its Subsidiaries is bound; (g) such legal defeasance or covenant defeasance shall not cause any securities listed on any registered national stock exchange under the Exchange Act to be delisted; (h) such legal defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed on the Company or the Guarantor in connection therewith; and (ivi) the Company has 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 with respect provided for relating to such legal defeasance the Legal Defeasance or covenant defeasance the Covenant Defeasance, as the case may be, have been complied with. Before or after a deposit, the Company or the Guarantor may make arrangements satisfactory to the Trustee for the redemption of any Notes at a future date in accordance with Article III.

Conditions to Defeasance. The Company may In order to exercise its legal defeasance option either Legal Defeasance or its covenant defeasance option with respect to the Notes only if: (a) the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefit of the HoldersCovenant Defeasance: (1) money the Company must irrevocably deposit with the Trustee, in dollars or trust, for the benefit of the Holders of the Notes, cash in such foreign currency in which the notes are payable in at stated maturity; (2) U.S. dollars, non-callable U.S. Government Obligations; or (3) Securities, or a combination of money and non-callable U.S. Government Obligationsthereof, in each case sufficient without reinvestmentsuch amounts as will be sufficient, in the written opinion of a nationally recognized firm of independent public accountants accountants, to pay and discharge, and which shall be applied by the Trustee to pay and discharge, the principal of of, and premium, if any, on and interest on the outstanding Notes on the day stated maturity or on which such payments the applicable Redemption Date, as the case may be, and the Company must specify whether the Notes are due and payable in accordance with the terms of this Indenture and of the Notes.being defeased to their stated maturity or to a particular Redemption Date; (b2) in the case of the legal defeasance optionLegal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel stating in the United States reasonably acceptable to the Trustee confirming that (A) the Company and the Guarantor have has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (B) since the date of this Indenture 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 Noteholders shall Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such deposit Legal Defeasance and defeasance and shall will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Legal Defeasance had not occurred; (c3) in the case of the covenant defeasance optionCovenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the effect Trustee confirming that the Noteholders shall Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such deposit Covenant Defeasance and defeasance and shall will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Covenant Defeasance had not occurred; and; (d4) no Default or Event of Default or event with which notice of lapse of time or both would become an Event of Default with respect to the Notes has occurred and is continuing at on the time date of such depositdeposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other Indebtedness), and the granting of Liens to secure such borrowings); (e5) such legal defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest for the purposes of the Trust Indenture Act with respect to any of the Company's or the Guarantor's securities; (f) such legal defeasance or covenant defeasance shall deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument (other than this Indenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which the Company or any of the Guarantor are Guarantors is a party, party or by which the Company or any of the Guarantor are Guarantors is bound, or if such breach, violation or default would occur, which is not waived as of, and for all purposes, on and after, the date of such deposit; (g6) such legal defeasance the Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of the Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or covenant defeasance shall not cause any securities listed on any registered national stock exchange under the Exchange Act to be delisted; (h) such legal defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed on defrauding creditors of the Company or the Guarantor in connection therewithothers; and (i7) the Company has delivered must deliver to the Trustee an Officer's Certificate and an Opinion of Counsel Officers’ Certificate, stating that all conditions precedent with respect to such legal defeasance or covenant defeasance set forth in clauses (1) through (6) of this paragraph have been complied with. Before or after a deposit, ; and (8) the Company or the Guarantor may make arrangements satisfactory must deliver to the Trustee for an Opinion of Counsel, stating that all conditions precedent set forth in clauses (2), (3) and (5) of this paragraph have been complied with; provided that the redemption opinion with respect to the condition precedent set forth in clause (5) may be limited to a review of any Notes at instruments certified in an Officers’ Certificate as being all the material instruments (other than this Indenture) to which the Company is a future date in accordance with Article IIIparty or by which the Company is bound.

Conditions to Defeasance. The Company may exercise its legal defeasance option under Section 8.02 or its covenant defeasance option with respect to the Notes only 8.03 if: (a1) the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds Trustee, in trust, for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefit of the Holders: (1) money , cash in dollars U.S. dollars, Government Securities, or in such foreign currency in which the notes are payable in at stated maturity; (2) non-callable U.S. Government Obligations; or (3) a combination of money and non-callable U.S. Government Obligationsthereof, in each case sufficient without reinvestmentamounts as will be sufficient, in the written opinion of a nationally recognized firm of independent public accountants without consideration of any reinvestment of interest, to pay and discharge, and which shall be applied by the Trustee to pay and discharge, the principal of of, and premium, if any, and interest due on the outstanding Notes on the day Stated Maturity or on which such payments the applicable redemption date, as the case may be, and the Company specifies whether the Notes are due and payable in accordance with the terms of this Indenture and of the Notes.being defeased to maturity or to a particular redemption date; (b2) in the case of the legal defeasance optionexercise of the option under Section 8.02, the Company shall have has delivered to the Trustee an Opinion of Counsel stating reasonably acceptable to the Trustee confirming that (Aa) the Company and the Guarantor have has received from, or there has been published by, the Internal Revenue Service a ruling, or (Bb) since the date of this Indenture Issue Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall will confirm that, that the Noteholders shall Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and legal defeasance and shall will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and legal defeasance had not occurred; (c3) in the case of the covenant defeasance optionexercise of the option under Section 8.03, the Company shall have has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the effect that Trustee confirming that, subject to customary assumptions and exclusions, the Noteholders shall Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and covenant defeasance and shall will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (d) no Event of Default or event with which notice of lapse of time or both would become an Event of Default with respect to the Notes has occurred and is continuing at the time of such deposit; (e4) such legal defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest for the purposes of the Trust Indenture Act with respect to any of the Company's or the Guarantor's securities; (f) such legal defeasance or covenant defeasance shall exercise will not result in a breach or violation of, or constitute a default under, this Indenture or under any other material agreement or instrument (other than this Second Supplemental Indenture) to which the Company or the Guarantor are any of its Restricted Subsidiaries is a party, party or by which the Company or the Guarantor are any of its Restricted Subsidiaries is bound; (g5) no Default or Event of Default has occurred and is continuing on the date of such legal defeasance deposit (other than a Default or covenant defeasance shall not cause any securities listed on any registered national stock exchange under an Event of Default resulting from the Exchange Act borrowing of funds to be delistedapplied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) or insofar as Events of Default resulting from the borrowing of funds or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit; (h6) such legal defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed on the Company or shall have delivered to the Guarantor in connection therewith; andTrustee an Opinion of Counsel to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions, including, that no intervening bankruptcy of the Company between the date of deposit and the 91st day following the deposit and assuming that no Holder is an “insider” of the Company under applicable bankruptcy law, after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization of similar laws affecting creditors’ rights generally; (i7) the 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 defeating, hindering, delaying or defrauding creditors of the Company or others; (8) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions), each stating that all conditions precedent with respect to such legal defeasance the exercise of the option under Section 8.02 or covenant defeasance 8.03, as the case may be, have been complied with. Before or after a deposit, ; and (9) the Company or the Guarantor may make arrangements satisfactory has delivered irrevocable written instructions to the Trustee for to apply the deposited money toward the payment of the Notes at maturity or the redemption of any Notes at a future date date, as the case may be (which instructions may be contained in accordance with Article IIIthe Officers’ Certificate referred to in clause (8) above).”

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (a1) the Company or the Guarantor irrevocably deposits or causes to be deposited in trust with the Trustee as trust funds for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefit of the Holders: (1) money Holders cash in U.S. dollars or in such foreign currency in which U.S. Government Obligations or a combination thereof for the notes are payable in at stated payment of principal of and interest on the Securities to maturity; (2) non-callable U.S. Government Obligations; or (3) the Company delivers to the Trustee a combination of money and non-callable U.S. Government Obligations, in each case sufficient without reinvestment, in the written opinion of certificate from a nationally recognized firm of independent public accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited 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 and discharge, and which shall be applied by the Trustee to pay and discharge, the principal of and premium, if any, and interest when due on all the Securities to maturity; (3) no Default or Event of Default shall have occurred and be continuing on the outstanding Notes on the day on which date of such payments are due and payable in accordance with the terms of this Indenture and of the Notes.deposit; (b4) in the case of the legal covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company and the Guarantor have 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 United States to the effect that, and based thereon such Opinion of Counsel shall confirm that, that the Noteholders shall Securityholders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and shall will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; (c5) in the case of the covenant legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling to the effect that that, and based thereon such Opinion of Counsel shall confirm that, the Noteholders shall Securityholders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and legal defeasance and shall will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and legal defeasance had not occurred; and (d) no Event of Default or event with which notice of lapse of time or both would become an Event of Default with respect to the Notes has occurred and is continuing at the time of such deposit; (e) such legal defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest for the purposes of the Trust Indenture Act with respect to any of the Company's or the Guarantor's securities; (f) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company or the Guarantor are a party, or by which the Company or the Guarantor are bound; (g) such legal defeasance or covenant defeasance shall not cause any securities listed on any registered national stock exchange under the Exchange Act to be delisted; (h) such legal defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed on the Company or the Guarantor in connection therewith; and (i6) the Company has delivered delivers to the Trustee an Officer's Officers' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent with respect to such legal the defeasance or covenant defeasance and discharge of the Securities and this Indenture as contemplated by this Article VII have been complied with. Before or after a deposit, the Company or the Guarantor may make arrangements satisfactory to the Trustee for the redemption of any Notes at a future date in accordance with Article III.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (a1) the Company or the Guarantor irrevocably deposits or causes to be deposited in trust (the "defeasance trust") with the Trustee as trust funds for the purpose of making the following paymentsmoney, specifically pledged as security for, and dedicated solely to the benefit of the Holders: (1) money in dollars or in such foreign currency in which the notes are payable in at stated maturity; (2) non-callable U.S. Government Obligations; or (3) Obligations or a combination thereof sufficient (without any reinvestment of money and non-callable U.S. Government Obligations, in each case sufficient without reinvestmentinterest or principal), in the written opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee at or prior to the time of such deposit, to pay and discharge, and which shall be applied by the Trustee to pay and discharge, the principal of and premium, if any, and interest on the outstanding Notes on Securities to redemption, mandatory or otherwise, or maturity, as the day on which such payments are due and payable in accordance with the terms of this Indenture and of the Notes.case may be; (b2) in the case of the legal defeasance optiondefeasance, the Company shall have delivered to the Trustee an Opinion of Counsel stating confirming that (Aa) the Company and the Guarantor have has received from, or there has been published by, the Internal Revenue Service a ruling, or (Bb) since the date of this Indenture 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 Noteholders shall Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and legal defeasance and shall will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and legal defeasance had not occurred; (c3) in the case of the covenant defeasance optiondefeasance, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect confirming that the Noteholders shall Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and shall will be subject to federal income such tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and; (d4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or event with which notice of lapse of time or both would become an Event insofar as Events of Default with respect pursuant to Sections 6.01(11) or 6.01(12) are concerned, at any time in any period under any applicable federal or state law during which time creditors of the Notes has occurred Company and is continuing at the time of its Subsidiaries may have recourse to such depositdeposited assets; (e5) such legal defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest for the purposes of the Trust Indenture Act with respect to any of the Company's or the Guarantor's securities; (f) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or under any other material agreement or instrument (other than this Indenture) to which the Company or the Guarantor are is a party, party or by which the Company or the Guarantor are is bound; (g6) such legal defeasance the Company shall have paid or covenant defeasance shall not cause any securities listed on any registered national stock exchange under duly provided for payment of all amounts due to the Exchange Act Trustee pursuant to be delistedSection 7.07; (h) such legal defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed on the Company or the Guarantor in connection therewith; and (i7) the Company shall have delivered to the Trustee one or more Opinions of Counsel to the effect that as of the date of the opinion, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally under any applicable federal or state law and that the Trustee has a perfected security interest in such trust funds for the ratable benefit of the holders; (8) the Company shall have delivered to the Trustee an Officer's Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over the other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; and (9) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent with respect or relating to such either the legal defeasance or the covenant defeasance defeasance, as the case may be, have been complied with. Before or after a deposit, the Company or the Guarantor may make arrangements satisfactory to the Trustee for the redemption of any Notes at a future date in accordance with Article III.

Conditions to Defeasance. The Company may exercise its legal defeasance Legal Defeasance option or its covenant defeasance Covenant Defeasance option with respect to the Notes only if: (a1) the Company or the Guarantor must irrevocably deposits or causes to be deposited deposit with the Trustee as trust funds Trustee, in trust, for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefit of the Holders: (1) money Holders cash in dollars or in such foreign currency in which the notes are payable in at stated maturity; (2) U.S. dollars, certain direct non-callable U.S. Government Obligations; or (3) obligations of, or guaranteed by, the United States, or a combination of money and non-callable U.S. Government Obligationsthereof, in each case such amounts as will be sufficient without reinvestment, in the written opinion of a nationally recognized firm of independent public accountants accountants, to pay and discharge, and which shall be applied by the Trustee to pay and discharge, the principal of and of, premium, if any, and interest on the outstanding Notes on the day stated date for payment thereof or on which such payments are due and payable in accordance with the terms of this Indenture and of applicable redemption date, as the Notes.case may be; (b2) in the case of the legal defeasance optionLegal Defeasance, the Company shall have has delivered to the Trustee an Opinion of Counsel stating that from counsel in the United States reasonably acceptable to the Trustee and independent of the Company to the effect that: (Aa) the Company and the Guarantor have has received from, or there has been published by, the Internal Revenue Service a ruling, or ; or (Bb) since the date of this Indenture Issue Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm state that, the Noteholders shall Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit Legal Defeasance and defeasance and shall will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Legal Defeasance had not occurred; (c3) in the case of the covenant defeasance optionCovenant Defeasance, the Company shall have has delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee to the effect that the Noteholders shall Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit Covenant Defeasance and defeasance and shall will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Covenant Defeasance had not occurred; and; (d4) no Default or Event of Default or event with which notice of lapse of time or both would become an Event of Default with respect to the Notes has occurred and is continuing at on the time date of the deposit pursuant to clause (1) of this paragraph (except any Default or Event of Default as a result of the borrowing of the funds required to effect such deposit), and the Trustee shall have received Officers’ Certificates to such effect on the date of such deposit; (e5) such legal defeasance or covenant defeasance shall not cause the Company has delivered to the Trustee to have a conflicting interest for the purposes of the Trust Indenture Act with respect to any of the Company's an Officers’ Certificate stating that such Legal Defeasance or the Guarantor's securities; (f) such legal defeasance or covenant defeasance shall Covenant Defeasance will not result in a breach or violation of, or constitute a default under, this under the Indenture or the Supplemental Indenture (except as permitted by clause (4) above) or any other material agreement or instrument to which the Company or the Guarantor are any of its Subsidiaries is a party, party or by which the Company or the Guarantor are any of its Subsidiaries is bound; (g) such legal defeasance or covenant defeasance shall not cause any securities listed on any registered national stock exchange under the Exchange Act to be delisted; (h) such legal defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed on the Company or the Guarantor in connection therewith; and (i6) the 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 (7) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel from counsel reasonably acceptable to the Trustee and independent of the Company, each stating that all conditions precedent with respect provided for or relating to such legal defeasance the Legal Defeasance or covenant defeasance the Covenant Defeasance have been complied with. Before or after a deposit, the Company or the Guarantor may make arrangements satisfactory to the Trustee for the redemption of any Notes at a future date in accordance with Article III.

Conditions to Defeasance. The Company may In order to exercise its legal defeasance option either Legal Defeasance or its covenant defeasance option with respect to the Notes only ifCovenant Defeasance: (a) the Company Issuer must irrevocably deposit or the Guarantor irrevocably deposits or causes cause to be deposited in trust with the Trustee as trust funds Trustee, for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefit of the Holders: (1) money , cash in dollars or in such foreign currency in which the notes are payable in at stated maturity; (2) non-callable U.S. Government Obligations; or (3) a combination of money and non-callable dollars, U.S. Government Obligations, or a combination thereof, in each case sufficient without reinvestmentsuch amounts as will be sufficient, in the written opinion of a nationally an internationally recognized firm of independent public accountants accountants, to pay and discharge, and which shall be applied by the Trustee to pay and discharge, discharge the principal of and of, premium, if any, and interest interest, on the outstanding Notes on the day Stated Maturity or on which such payments the applicable redemption date, as the case may be, and the Issuer must (i) specify whether the Notes are due being defeased to Maturity or to a particular redemption date; and payable in accordance with (ii) if applicable, have delivered to the terms of this Indenture and Trustee an Officer’s Certificate to redeem all of the Notes.outstanding Notes of such principal, premium, if any, or interest; (b) in the case of the legal defeasance optionan election under Section 8.02, the Company shall Issuer must have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee stating that (Ax) the Company and the Guarantor have Issuer has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (By) since the date of this Indenture Indenture, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel opinion shall confirm that, the Noteholders shall 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 deposit Legal Defeasance and defeasance and shall will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Legal Defeasance had not occurred; (c) in the case of the covenant defeasance optionan election under Section 8.03, the Company shall Issuer must have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee to the effect that the Noteholders shall 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 deposit Covenant Defeasance and defeasance and shall will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Covenant Defeasance had not occurred; and; (d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or event with which notice of lapse of time or both would become an Event of Default with respect resulting from the borrowing of funds to the Notes has occurred and is continuing at the time of be applied to such deposit); (e) such legal defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest for the purposes of the Trust Indenture Act with respect to any of the Company's or the Guarantor's securities[reserved]; (f) such legal defeasance Legal Defeasance or covenant defeasance Covenant Defeasance shall not result in a breach or violation of, or constitute a default underunder (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit), this Indenture or any other material agreement or instrument to which the Company Issuer or the Guarantor are any Restricted Subsidiary is a party, party or by which the Company Issuer or the Guarantor are any Restricted Subsidiary is bound; (g) such legal defeasance or covenant defeasance shall not cause any securities listed on any registered national stock exchange under the Exchange Act to be delisted; (h) such legal defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed on the Company or the Guarantor in connection therewith; and (i) the Company has delivered to the Trustee an Officer's Certificate and an Opinion of Counsel stating that all conditions precedent with respect to such legal defeasance or covenant defeasance have been complied with. Before or after a deposit, the Company or the Guarantor may make arrangements satisfactory to the Trustee for the redemption of any Notes at a future date in accordance with Article III.

Conditions to Defeasance. (a) The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (ai) the Company or the Guarantor irrevocably deposits or causes to be deposited in trust with the Trustee as trust funds for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefit of the Holders: (1) money in dollars an amount sufficient, or in U.S. Government Obligations the principal of and interest on which will be sufficient, or a combination thereof sufficient, to pay the 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 foreign currency in which the notes are payable in at stated maturityRedemption Date; (2ii) non-callable U.S. Government Obligations; or (3) the Company delivers to the Trustee a combination of money and non-callable U.S. Government Obligations, in each case sufficient without reinvestment, in the written opinion of certificate from a nationally recognized firm of independent public accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited 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 dischargeinterest when due on all the Notes to maturity or redemption, as the case may be; (iii) 123 days pass after the deposit is made and during the 123-day period no Default specified in Sections 7.01(h) and (i) with respect to the Company occurs which shall be applied by is continuing at the end of the period; (iv) the Company delivers to the Trustee an Opinion of Counsel to pay and dischargethe effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the principal Investment Company Act of and premium, if any, and interest on the outstanding Notes on the day on which such payments are due and payable in accordance with the terms of this Indenture and of the Notes.1940; (bv) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (A1) the Company and the Guarantor have has received from, or there has been published by, the Internal Revenue Service a ruling, or (B2) since the date of this Indenture there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Noteholders shall Holders will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit and defeasance and shall will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (cvi) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Noteholders shall Holders will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit and covenant defeasance and shall will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (d) no Event of Default or event with which notice of lapse of time or both would become an Event of Default with respect to the Notes has occurred and is continuing at the time of such deposit; (e) such legal defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest for the purposes of the Trust Indenture Act with respect to any of the Company's or the Guarantor's securities; (f) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company or the Guarantor are a party, or by which the Company or the Guarantor are bound; (g) such legal defeasance or covenant defeasance shall not cause any securities listed on any registered national stock exchange under the Exchange Act to be delisted; (h) such legal defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed on the Company or the Guarantor in connection therewith; and (ivii) the Company has delivered delivers to the Trustee an Officer's Officers’ Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent with respect to such legal the defeasance or covenant defeasance and discharge of the Notes as contemplated by this Article 9 have been complied with. . (b) Before or after a deposit, the Company or the Guarantor may make arrangements satisfactory to the Trustee for the redemption of any Notes at a future date in accordance with Article III3.

Conditions to Defeasance. xiv) The Company Issuer may exercise its legal defeasance option or its covenant defeasance option option, in each case, with respect to the Fixed Rate Notes only if: (ai) the Company or the Guarantor Issuer irrevocably deposits or causes to be deposited in trust with the Trustee as trust funds for the purpose of making the following paymentscash in U.S. Dollars, specifically pledged as security for, and dedicated solely to the benefit of the Holders: (1) money in dollars or in such foreign currency in which the notes are payable in at stated maturity; (2) non-callable U.S. Government Obligations; or (3) Obligations or a combination of money and non-callable thereof in an amount sufficient or U.S. Government Obligations, in each 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 Fixed Rate Notes when due at maturity or redemption, as the case sufficient without reinvestmentmay be, in including interest thereon to maturity or such redemption date; (ii) the written opinion of Issuer delivers to the Trustee a certificate from a nationally recognized firm of independent public accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited 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 and dischargeprincipal, and which shall be applied by the Trustee to pay and discharge, the principal of and premium, if any, and interest when due on all the Fixed Rate Notes to maturity or redemption, as the case may be; (iii) 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 the Issuer occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other agreement binding on the outstanding Notes on the day on which such payments are due and payable in accordance with the terms of this Indenture and of the Notes.Issuer; (bv) in the case of the legal defeasance option, the Company Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (A1) the Company and the Guarantor have Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (B2) since the date of this Indenture there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Noteholders shall Holders will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit and defeasance and shall will be subject to federal Federal income tax on the same NY1:1657728.6 S- amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (cvi) such exercise does not impair the right of any Holder to receive payment of principal, premium, if any, and interest on such Holder’s Fixed Rate Notes on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such Holder’s Fixed Rate Notes; (vii) in the case of the covenant defeasance option, the Company Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Noteholders shall Holders will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit and defeasance and shall will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; and (d) no Event of Default or event with which notice of lapse of time or both would become an Event of Default with respect to the Notes has occurred and is continuing at the time of such deposit; (e) such legal defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest for the purposes of the Trust Indenture Act with respect to any of the Company's or the Guarantor's securities; (f) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company or the Guarantor are a party, or by which the Company or the Guarantor are bound; (g) such legal defeasance or covenant defeasance shall not cause any securities listed on any registered national stock exchange under the Exchange Act to be delisted; (h) such legal defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed on the Company or the Guarantor in connection therewith; and (iviii) the Company has delivered Issuer delivers to the Trustee an Officer's Officers’ Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent with respect to such legal the defeasance or covenant defeasance and discharge of the Fixed Rate Notes to be so defeased and discharged as contemplated by this Article 8 have been complied with. Before or after a deposit, the Company or the Guarantor may make arrangements satisfactory to the Trustee for the redemption of any Notes at a future date in accordance with Article III.

Conditions to Defeasance. The Company Note Issuer may exercise its legal defeasance option the Legal Defeasance Option or its covenant defeasance option the Covenant Defeasance Option with respect to the any Series of Notes only if: (a) the Company or the Guarantor Note Issuer irrevocably deposits or causes to be deposited in trust with the Indenture Trustee as trust funds cash or U.S. Government Obligations for the purpose payment of making the following payments, specifically pledged as security for, and dedicated solely to the benefit of the Holders: (1) money in dollars or in such foreign currency in which the notes are payable in at stated maturity; (2) non-callable U.S. Government Obligations; or (3) a combination of money and non-callable U.S. Government Obligations, in each case sufficient without reinvestment, in the written opinion of a nationally recognized firm of independent public accountants to pay and discharge, and which shall be applied by the Trustee to pay and discharge, the principal of and premium, if any, and interest on such Notes to the outstanding Notes on Scheduled Payment Dates or Optional Redemption Date therefor, as applicable; (b) the day on which such Note Issuer delivers to the Indenture Trustee a certificate from a nationally recognized firm of Independent accountants expressing its opinion that the payments are of principal and interest when due and payable without reinvestment of the deposited U.S. Government Obligations plus any deposited cash without investment will provide cash at such times and in such amounts (but, in the case of the Legal Defeasance Option only, not more than such amounts) as will be sufficient to pay in respect of the Notes of such Series (i) subject to clause (ii), principal in accordance with the terms of this Indenture Expected Amortization Schedule therefor, (ii) if such Series is to be redeemed, the Optional Redemption Price therefor on the Optional Redemption Date and of the Notes.(iii) interest when due; (bc) in the case of the legal defeasance optionLegal Defeasance Option, 91 days pass after the deposit is made and during the 91-day period no Default specified in Section 5.01(vi) or (vii) occurs which is continuing at the end of the period; (d) no Default has occurred and is continuing on the day of such deposit and after giving effect thereto; (e) in the case of an exercise of the Legal Defeasance Option, the Company Note Issuer shall have delivered to the Indenture Trustee an Opinion of Counsel stating that (Ai) the Company and the Guarantor have Note Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (Bii) since the date of execution of this Indenture 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 opinion shall confirm that, the Noteholders shall Holders of the Notes of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and legal defeasance and shall will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and legal defeasance had not occurred; (cf) in the case of an exercise of the covenant defeasance optionCovenant Defeasance Option, the Company Note Issuer shall have delivered to the Indenture Trustee an Opinion of Counsel to the effect that the Noteholders shall Holders of the Notes of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and shall will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (d) no Event of Default or event with which notice of lapse of time or both would become an Event of Default with respect to the Notes has occurred and is continuing at the time of such deposit; (e) such legal defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest for the purposes of the Trust Indenture Act with respect to any of the Company's or the Guarantor's securities; (f) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company or the Guarantor are a party, or by which the Company or the Guarantor are bound; (g) such legal defeasance or covenant defeasance shall not cause any securities listed on any registered national stock exchange under the Exchange Act to be delisted; (h) such legal defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed on the Company or the Guarantor in connection therewith; and (i) the Company has delivered Note Issuer delivers to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent with respect to the satisfaction and discharge of the Notes of such legal defeasance or covenant defeasance Series to the extent contemplated by this Article IV have been complied with; and (h) the Rating Agency Condition shall have been satisfied with respect to the exercise of any Legal Defeasance Option or Covenant Defeasance Option. Before or after a depositdeposit pursuant to this Section 4.02 with respect to any Series of Notes, the Company or the Guarantor Note Issuer may make arrangements satisfactory to the Indenture Trustee for the redemption of any such Notes at a future date in accordance with Article III.X.

Conditions to Defeasance. The Company may In order to exercise its legal defeasance option either Legal Defeasance or its covenant defeasance option Covenant Defeasance with respect to the Notes only ifof either series: (a1) the Company or the Guarantor must irrevocably deposits or causes to be deposited deposit with the Trustee as trust funds Trustee, in trust, for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefit of the Holders: (1) money , cash in dollars or in such foreign currency in which the notes are payable in at stated maturity; (2) U.S. dollars, non-callable U.S. Government Obligations; or (3) Securities, or a combination of money and non-callable U.S. Government Obligationsthereof, in each case sufficient without reinvestmentsuch amounts as will be sufficient, in the written opinion of a nationally recognized firm of independent public accountants to pay and discharge, and which shall be applied by the Trustee to pay and discharge, the principal of of, or interest and premium, if any, and interest on the outstanding Notes of such series on the day Stated Maturity or on which the applicable Redemption Date, as the case may be, and the Company must specify whether the Notes of such payments series are due and payable in accordance with the terms of this Indenture and of the Notes.being defeased to maturity or to a particular Redemption Date; (b2) in the case of the legal defeasance optionLegal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel stating that reasonably acceptable to the Trustee confirming that, subject to customary exceptions and exclusions, (Ai) the Company and the Guarantor have has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (Bii) since the date of this Indenture 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 Noteholders shall Holders of the outstanding Notes of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit Legal Defeasance and defeasance and shall will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Legal Defeasance had not occurred; (c3) in the case of the covenant defeasance optionCovenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the effect that Trustee confirming that, subject to customary exceptions and exclusions, the Noteholders shall Holders of the outstanding Notes of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit Covenant Defeasance and defeasance and shall will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Covenant Defeasance had not occurred; and; (d4) no Default or Event of Default or event with which notice of lapse of time or both would become an Event of Default with respect to the Notes has will have occurred and is be continuing at on the time date of such depositdeposit (other than resulting from the borrowing of funds to be applied to make such deposit and any similar and concurrent deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith); (e5) such legal defeasance Legal Defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest for the purposes of the Trust Indenture Act with respect to any of the Company's or the Guarantor's securities; (f) such legal defeasance or covenant defeasance shall Covenant Defeasance will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument (other than this Indenture) to which the Company or the Guarantor are any of its Subsidiaries is a party, party or by which the Company or the Guarantor are any of its Subsidiaries is bound; (g) such legal defeasance or covenant defeasance shall not cause any securities listed on any registered national stock exchange under the Exchange Act to be delisted; (h) such legal defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed on the Company or the Guarantor in connection therewith; and (i6) the Company has delivered must deliver to the Trustee an Officer's ’s Certificate and an Opinion of Counsel stating that all conditions precedent the deposit was not made by the Company with respect the intent of preferring the Holders over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; (7) if the Notes of such series are to such legal defeasance or covenant defeasance have been complied with. Before or after a depositbe redeemed prior to their Stated Maturity, the Company or must deliver to the Guarantor may make Trustee irrevocable instructions to redeem all of the Notes of such series on the specified Redemption Date under arrangements satisfactory to the Trustee for the giving of notice of such redemption by the Trustee in the name and at the expense of any Notes at a future date in accordance with Article IIIthe Company; and (8) the Company must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (a1) the Company or the Guarantor Guarantors irrevocably deposits or causes to be deposited with the Trustee as trust funds for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefit of the Holders: (1i) money in dollars or in such foreign currency in which the notes are payable in at stated maturity; (2ii) non-callable U.S. Government Obligations; or (3iii) a combination of money and non-callable U.S. Government Obligations, in each case sufficient without reinvestment, in the written opinion of a nationally recognized firm of independent public accountants to pay and discharge, and which shall be applied by the Trustee to pay and discharge, the principal of (and premium, if any, ) and interest on the outstanding Notes on the day on which such payments are due and payable in accordance with the terms of this the Indenture and of the Notes. (b2) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company and the Guarantor Guarantors have received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date of this the 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 Noteholders Holders shall not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; (c3) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Noteholders Holders shall not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; and; (d4) no Event of Default or event with which notice of lapse of time or both would become an Event of Default with respect to the Notes has occurred and is continuing at the time of such deposit; (e5) such legal defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest for the purposes of the Trust Indenture Act with respect to any of the Company's ’s or the Guarantor's Guarantors’ securities; (f6) such legal defeasance or covenant defeasance shall will not result in a breach or violation of, or constitute a default under, this the Indenture or any other agreement or instrument to which the Company or the Guarantor Guarantors are a party, or by which the Company or the Guarantor Guarantors are bound; (g7) such legal defeasance or covenant defeasance shall will not cause any securities listed on any registered national stock exchange under the Exchange Act to be delisted; (h) 8) such legal defeasance or covenant defeasance shall will be effected in compliance with any additional terms, conditions or limitations which may be imposed on the Company or the Guarantor Guarantors in connection therewith; and (i9) the Company has delivered to the Trustee an Officer's ’s Certificate and an Opinion of Counsel stating that all conditions precedent with respect to such legal defeasance or covenant defeasance have been complied with. Before or after a deposit, the Company or any of the Guarantor Guarantors may make arrangements satisfactory to the Trustee for the redemption of any Notes at a future date in accordance with Article III11 and any redemption provisions contained in any supplemental indenture relating to such Notes, which shall be given effect in applying the foregoing.

Conditions to Defeasance. The Company may In order to exercise its legal defeasance option either Legal Defeasance or its covenant defeasance option with respect to the Notes only ifCovenant Defeasance: (ai) the Company or the Guarantor must irrevocably deposits or causes to be deposited deposit with the Trustee as trust funds Trustee, in trust, for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefit of the Holders: (1) money Holders of the Notes, cash in dollars or in such foreign currency in which the notes are payable in at stated maturity; (2) U.S. dollars, non-callable U.S. Government Obligations; or (3) Securities, or a combination of money and non-callable U.S. Government Obligationsthereof, in each case sufficient such amounts as will be sufficient, without consideration of reinvestment, in the written opinion of a nationally recognized firm of independent public accountants to pay and discharge, and which shall be applied by the Trustee to pay and discharge, the principal of and of, premium, if any, and interest due on the outstanding Notes on the day stated maturity date or on which such payments the applicable Redemption Date, as the case may be, and the Company must specify whether the Notes are due and payable in accordance with the terms of this Indenture and of the Notes.being defeased to maturity or to a particular Redemption Date; (bii) in the case of the legal defeasance optionLegal Defeasance, the Company shall have delivered to the Trustee an Opinion opinion of Counsel stating that counsel in the United States confirming that, subject to customary assumptions and exclusions, (A1) the Company and the Guarantor have has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (B2) since the date of this Indenture Issue Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion opinion of Counsel counsel shall confirm that, the Noteholders shall Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit Legal Defeasance and defeasance and shall will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Legal Defeasance had not occurred; (ciii) in the case of the covenant defeasance optionCovenant Defeasance, the Company shall have delivered to the Trustee an Opinion opinion of Counsel counsel in the United States confirming that, subject to customary assumptions and exclusions, the effect that the Noteholders shall Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit Covenant Defeasance and defeasance and shall will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Covenant Defeasance had not occurred; and (d) no Event of Default or event with which notice of lapse of time or both would become an Event of Default with respect to the Notes has occurred and is continuing at the time of such deposit; (eiv) no Default shall have occurred and be continuing on the date of such legal defeasance or covenant defeasance shall not cause deposit (other than a Default resulting from the Trustee borrowing of funds to have a conflicting interest for the purposes of the Trust Indenture Act with respect be applied to any of the Company's or the Guarantor's securitiessuch deposit); (fv) such legal defeasance Legal Defeasance or covenant defeasance shall Covenant Defeasance will not result in a breach or violation of, or constitute a default under, this Indenture or under any other material agreement or instrument (other than this Indenture) to which the Company or the Guarantor are any of its Subsidiaries is a party, party or by which the Company or the Guarantor are any of its Subsidiaries is bound; (g) such legal defeasance or covenant defeasance shall not cause any securities listed on any registered national stock exchange under the Exchange Act to be delisted; (h) such legal defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed on the Company or the Guarantor in connection therewith; and (ivi) the Company has shall have delivered to the Trustee an Officer's ’s Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes over the other creditors of the Company or the Guarantors with the intent of defeating, hindering, delaying or defrauding creditors of the Company or any Guarantor or others; and (vii) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which opinion may be subject to customary assumptions and exclusions), each stating that all conditions precedent with respect provided for relating to such legal defeasance the Legal Defeasance or covenant defeasance the Covenant Defeasance, as the case may be, have been complied with. Before or after a deposit, the Company or the Guarantor may make arrangements satisfactory to the Trustee for the redemption of any Notes at a future date in accordance with Article III.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (a1) the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds Trustee, in trust, for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefit of the Holders: (1) money in dollars , U.S. legal tender, U.S. Government Obligations or a combination thereof, in such foreign currency in which the notes are payable in at stated maturity; amounts as will be sufficient (2) non-callable U.S. Government Obligations; or (3) a combination of money and non-callable U.S. Government Obligations, in each case sufficient without reinvestment, ) in the written opinion of a nationally recognized firm of independent public accountants selected by the Company, to pay and discharge, and which shall be applied by the Trustee to pay and discharge, the principal of and premium, if any, and interest on the outstanding Notes Securities on the day stated date for payment or on which such payments are due and payable in accordance with the terms of this Indenture and redemption date of the Notes.principal or installment of principal of or interest on the Securities, and the Trustee must have a valid, perfected, exclusive security interest in such trust; (b2) in the case of the legal defeasance optionLegal Defeasance, the Company shall have delivered delivers to the Trustee an Opinion opinion of Counsel stating counsel in the United States reasonably acceptable to the Trustee confirming that (Aa) the Company and the Guarantor have has received from, or there has been published by, by the U.S. Internal Revenue Service Service, a rulingruling upon which the Company may rely, or (Bb) since the date of this Indenture Indenture, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Noteholders shall Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit the Legal Defeasance and defeasance and shall will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Legal Defeasance had not occurred; (c3) in the case of the covenant defeasance optionCovenant Defeasance, the Company shall have delivered delivers to the Trustee an Opinion opinion of Counsel counsel in the United States reasonably acceptable to the effect Trustee confirming that the Noteholders shall Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit Covenant Defeasance and defeasance and shall will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance the Covenant Defeasance had not occurred; and; (d4) no Event of Default or event with which notice of lapse of time or both would become an Event of Default with respect to the Notes has occurred and is continuing at on the time date of such depositdeposit (other than a Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing); (e5) such legal defeasance the Legal Defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest for the purposes of the Trust Indenture Act with respect to any of the Company's or the Guarantor's securities; (f) such legal defeasance or covenant defeasance shall Covenant Defeasance does not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company Parent or the Guarantor are any of its Subsidiaries is a party, party or by which the Company Parent or any of its Subsidiaries is bound (other than a default resulting from the Guarantor are boundborrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing); (g6) such legal defeasance or covenant defeasance shall not cause any securities listed on any registered national stock exchange under the Exchange Act to be delisted; (h) such legal defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed on the Company delivers to the Trustee an Officers’ Certificate stating that the deposit was not made by it with the intent of preferring the Holders over any other of its creditors or with the Guarantor in connection therewithintent of defeating, hindering, delaying or defrauding any other of its creditors or others; and (i7) the Company has delivered delivers to the Trustee an Officer's Officers’ Certificate and an Opinion opinion of Counsel counsel, each stating that all the conditions precedent provided for in, in the case of the Officers’ Certificate, Section 8.02(1)—(6) and, in the case of the opinion of counsel, Section 8.02 (1) (with respect to such legal defeasance or covenant defeasance the validity and perfection of the security interest), (2) and/or (3) and (5) have been complied with. Before or after a deposit, the Company or the Guarantor may make arrangements satisfactory to the Trustee for the redemption of any Notes the Securities at a future date in accordance with Article III3.

Conditions to Defeasance. The Company may exercise its legal defeasance Legal Defeasance option or its covenant defeasance Covenant Defeasance option with respect to the Notes only if: (a) the Company or the Guarantor has irrevocably deposits or causes to be deposited with the Trustee as trust funds for the purpose of making the following paymentsTrustee, specifically pledged as security forin trust, and dedicated solely to the benefit of the Holders: (1) money in dollars or in such foreign currency in which the notes are payable in at stated maturity; (2) non-callable U.S. Government Obligations; or (3) a combination of money and Legal Tender and/or non-callable U.S. Government Obligations, which through the scheduled payment of interest and principal thereof in each case sufficient without reinvestmentaccordance with their terms will provide money in an amount sufficient, in the written opinion of a nationally recognized firm of independent public accountants accountants, to pay and discharge, and which shall be applied by the Trustee to pay and discharge, the principal of (and premium, if any) and interest, and interest on if any, in respect of the outstanding Notes on the day on which stated maturity date of such payments are due principal and payable in accordance with the terms any installment of this Indenture and of the Notes.principal, or interest or premium, if any; (b) in the case of the legal defeasance optionan election under Section 8.1(b) hereof, the Company shall have delivered to the Trustee an Opinion of Counsel stating that confirming that: (Ai) the Company and the Guarantor have has received from, or there has been published by, the Internal Revenue Service a ruling, or (Bii) since the date of this Indenture hereof, 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 Noteholders shall Holders of the Outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such deposit Legal Defeasance and defeasance and shall will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Legal Defeasance had not occurred; (c) in the case of the covenant defeasance optionan election under Section 8.1(c) hereof, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect confirming that the Noteholders shall Holders of the Outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such deposit Covenant Defeasance and defeasance and shall will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Covenant Defeasance had not occurred; and; (d) no Default or Event of Default or event with which notice of lapse of time or both would become an Event of Default with respect to the Notes has shall have occurred and is be continuing at on the time date of such depositdeposit or, insofar as Section 6.1(e) hereof is concerned, at any time in the period ending on the 124th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (e) such legal defeasance Legal Defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest for the purposes of the Trust Indenture Act with respect to any of the Company's or the Guarantor's securities; (f) such legal defeasance or covenant defeasance Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or under any other material agreement or instrument (other than this Indenture) to which the Company or the Guarantor are is a party, party or by which the Company is bound (other than a breach, violation or default resulting from the Guarantor are boundborrowing of funds to be applied to such deposit); (f) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit made by the Company pursuant to its election under Section 8.1(b) or Section 8.1(c) hereof was not made by the Company with the intent of preferring the Holders of the affected Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company, or others; (g) such legal defeasance or covenant defeasance shall not cause any securities listed on any registered national stock exchange under the Exchange Act to be delisted; (h) such legal defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed on the Company or the Guarantor in connection therewith; and (i) the Company has shall have delivered to the Trustee an Officer's Opinion of Counsel, subject to customary exceptions and qualifications, reasonably acceptable to the Trustee to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940; and (h) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent with respect provided for or relating to such legal defeasance the Legal Defeasance or covenant defeasance the Covenant Defeasance have been complied with. Before or after a deposit, the Company or the Guarantor may make arrangements satisfactory to the Trustee for the redemption of any Notes at a future date in accordance with Article III.

Conditions to Defeasance. The Company may In order to exercise either its legal defeasance option Legal Defeasance Option and give effect thereto (“Legal Defeasance”) or its covenant defeasance option with respect to the Notes only if: Covenant Defeasance Option and give effect thereto (a“Covenant Defeasance”), (i) the Company or the Guarantor shall irrevocably deposits or causes to be deposited deposit with the Trustee Trustee, as trust funds in trust, for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefit of the Holders: (1) money , cash in dollars or in such foreign currency in which the notes are payable in at stated maturity; (2) non-callable U.S. Government Obligations; or (3) a combination of money and non-callable Dollars, U.S. Government Obligations, or a combination thereof, maturing as to principal and interest in each case sufficient such amounts as will be sufficient, without reinvestmentconsideration of any reinvestment of such interest, in the written opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm, to pay and discharge, and which shall be applied by the Trustee to pay and discharge, discharge the principal of and of, premium, if any, and interest on the outstanding Notes on the day on which Stated Maturity of such payments are due and payable in accordance with the terms principal or installment of this Indenture and of the Notes. principal or interest; (bii) in the case of the legal defeasance optionLegal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel stating confirming that (A) the Company and the Guarantor have has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (B) since the date of this Indenture 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 Noteholders shall Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit Legal Defeasance and defeasance and shall will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Legal Defeasance had not occurred; ; (ciii) in the case of the covenant defeasance optionCovenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect confirming that the Noteholders shall Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit Covenant Defeasance and defeasance and shall will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Covenant Defeasance had not occurred; and (div) no Default or Event of Default or event with which notice shall have occurred and be continuing on the date of lapse of time or both would become an Event of Default such deposit (other than under this Indenture solely with respect to the Notes has occurred and is continuing at making of the time deposit or the incurrence of such deposit; Indebtedness in connection therewith); (ev) such legal defeasance Legal Defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest for the purposes of the Trust Indenture Act with respect to any of the Company's or the Guarantor's securities; (f) such legal defeasance or covenant defeasance Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or Default under any other material agreement or instrument (other than this Indenture) to which the Company or the Guarantor are is a party, party or by which the Company or the Guarantor are it is bound; ; (g) such legal defeasance or covenant defeasance shall not cause any securities listed on any registered national stock exchange under the Exchange Act to be delisted; (h) such legal defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed on the Company or the Guarantor in connection therewith; and (ivi) the Company has shall have delivered to the Trustee an Officer's Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of the Notes over the other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; and (vii) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent with respect provided for relating to such legal defeasance either the Legal Defeasance or covenant defeasance the Covenant Defeasance, as the case may be, have been complied with. Before or after a deposit, the Company or the Guarantor may make arrangements satisfactory to the Trustee for the redemption of any Notes at a future date in accordance with Article III.

Conditions to Defeasance. The Company Parent may exercise its legal defeasance option either Legal Defeasance or its covenant defeasance option with respect to the Notes Covenant Defeasance only if: (ai) the Company or the Guarantor Parent irrevocably deposits or causes to be deposited with the Trustee as trust funds Trustee, in trust, for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefit of the Holders: (1) money Holders of the Exchange Debentures, cash in dollars or in such foreign currency in which the notes are payable in at stated maturity; (2) U.S. dollars, non-callable U.S. Government Obligations; or (3) Securities, or a combination of money and non-callable U.S. Government Obligationsthereof, in each case sufficient without reinvestmentsuch amounts as will be sufficient, (x) in the written opinion of a nationally recognized firm of independent public accountants accountants, to pay and discharge, and which shall be applied by the Trustee to pay and discharge, the principal of and of, premium, if any, and interest on the outstanding Notes Exchange Debentures on the day on which stated maturity or the date such payments are due and payable in accordance with the terms of this Indenture the Exchange Debentures or on the applicable, redemption date, as the case may be, and (y) in the opinion of Parent as stated in an Officers' Certificate to pay Trustee Expenses. In addition, Parent specifies whether the Notes.Exchange Debentures are being defeased to maturity or to a particular redemption date, (bii) in the case of the legal defeasance optionLegal Defeasance, the Company Parent shall have delivered to the Trustee (1) an Opinion of Counsel stating reasonably acceptable to the Trustee confirming that (Ax) the Company and the Guarantor have Parent has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (By) since the date of this Indenture 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 will confirm that, the Noteholders shall Holders of the outstanding Exchange Debentures will not recognize income, gain or loss for federal income tax purposes as a result of such deposit Legal Defeasance and defeasance and shall will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Legal Defeasance had not occurred; , (c2) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that (x) the Noteholders deposit of the trust funds does not violate the Investment Company Act of 1940 and (y) after the period ending on the 123rd day after the date of deposit the trust funds will not be subject to the effect of ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law in a case commenced by or against Parent under either such statute, (iii) in the case of Covenant Defeasance, Parent shall have delivered to the Trustee (1) an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Exchange Debentures will not recognize income, gain or loss for federal income tax purposes as a result of such deposit Covenant Defeasance and defeasance and shall will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Covenant Defeasance had not occurred; and, (2) an Opinion of Counsel to the effect that (x) the deposit of the trust funds does not violate the Investment Company Act of 1940 and (y) after the period ending on the 123rd day after the date of deposit the trust funds will not be subject to the effect of ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law in a case commenced by or against Parent under either such statute, (div) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or event with which notice of lapse of time or both would become an Event of Default with respect resulting from the borrowing of funds to the Notes has occurred and is continuing at the time of be applied to such deposit;) or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 123rd day after the date of deposit, (ev) such legal defeasance Legal Defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest for the purposes of the Trust Indenture Act with respect to any of the Company's or the Guarantor's securities; (f) such legal defeasance or covenant defeasance Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or Default under any other material agreement or instrument (other than this Indenture) to which the Company Parent or the Guarantor are any of its Subsidiaries is a party, party or by which the Company Parent or the Guarantor are any of its Subsidiaries is bound;, (gvi) such legal defeasance or covenant defeasance Parent shall not cause any securities listed on any registered national stock exchange under the Exchange Act to be delisted; (h) such legal defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed on the Company or the Guarantor in connection therewith; and (i) the Company has have delivered to the Trustee an Officer's Officers' Certificate stating that the deposit was not made by Parent with the intent of preferring the Holders of Exchange Debentures over the other creditors of Parent with the intent of defeating, hindering, delaying or defrauding creditors of Parent or others and (vii) Parent shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent with respect relating to such legal defeasance the Legal Defeasance or covenant defeasance the Covenant Defeasance have been complied with. Before or after a deposit, the Company or the Guarantor may make arrangements satisfactory to the Trustee for the redemption of any Notes at a future date in accordance with Article III.

Conditions to Defeasance. The Company may exercise its legal defeasance Legal Defeasance option or its covenant defeasance Covenant Defeasance option with respect to the Notes only if: (a1) the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee as Trustee, in trust funds for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefit of the Holders: (1) money in dollars , U.S. Legal Tender, U.S. Government Obligations or a combination thereof in such foreign currency in which the notes are payable in at stated maturity; (2) non-callable U.S. Government Obligations; or (3) a combination of money and non-callable U.S. Government Obligations, in each case amounts as will be sufficient without reinvestment, in the written opinion of a nationally recognized firm of independent public accountants accountants, to pay and discharge, and which shall be applied by the Trustee to pay and discharge, the principal of and premium, if any, and interest on the outstanding Notes on the day stated date for payment thereof or on which the applicable redemption date, as the case may be, and the Trustee has a perfected first priority security interest under applicable law in such payments are due U.S. Legal Tender and payable in accordance with the terms of this Indenture and of the Notes.U.S. Government Obligations; (b2) in the case of the legal defeasance optionLegal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel stating that in the United States reasonably acceptable to the Trustee to the effect that: (A) the Company and the Guarantor have has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (B) since the date of this Indenture 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 state that, the Noteholders shall Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit Legal Defeasance and defeasance and shall will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Legal Defeasance had not occurred; (c3) in the case of the covenant defeasance optionCovenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee to the effect that the Noteholders shall Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit Covenant Defeasance and defeasance and shall will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Covenant Defeasance had not occurred; and; (d4) the Trustee shall have received, on the date of the deposit pursuant to paragraph (1) above and on the 91st day after such date, an Officers' Certificate stating that (a) no Default or Event of Default shall have occurred and be continuing on the date of the deposit pursuant to paragraph (1) above (except any Default or event with which notice of lapse of time or both would become an Event of Default resulting from the failure to comply with respect Section 3.10 hereof as a result of the borrowing of the funds required to effect such deposit) and, (b) insofar as Events of Default from bankruptcy or insolvency events are concerned, no Default or Event of Default shall have occurred at any time in the Notes has period ending on the 91st day after the date of deposit and, in the case of Legal Defeasance, no such Default or Event of Default shall have occurred and is be continuing at the time of on such deposit91st day; (e5) such legal defeasance or covenant defeasance shall not cause the Trustee to shall have a conflicting interest for the purposes of the Trust Indenture Act with respect to any of the Company's received an Officers' Certificate stating that such Legal Defeasance or the Guarantor's securities; (f) such legal defeasance or covenant defeasance Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, under this Indenture or any other material agreement or instrument to which the Company or the Guarantor are any of its Restricted Subsidiaries is a party, party or by which the Company or the Guarantor are any of its Subsidiaries is bound; (g) such legal defeasance or covenant defeasance shall not cause any securities listed on any registered national stock exchange under the Exchange Act to be delisted; (h) such legal defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed on the Company or the Guarantor in connection therewith; and (i6) the Company has 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 any Subsidiary of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others; (7) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent with respect provided for or relating to such legal defeasance the Legal Defeasance or covenant defeasance the Covenant Defeasance have been complied with. Before or ; (8) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that after a the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; and (9) the Company or the Guarantor may make arrangements satisfactory shall have delivered to the Trustee for an Opinion of Counsel (subject to customary assumptions and exclusions) to the redemption effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of any Notes at a future date in accordance with Article III1940.

Conditions to Defeasance. The Company may In order to exercise either its legal defeasance option Legal Defeasance Option and give effect thereto (“Legal Defeasance”) or its covenant defeasance option with respect to the Notes only if: Covenant Defeasance Option and give effect thereto (a“Covenant Defeasance”), (i) the Company or the Guarantor shall irrevocably deposits or causes to be deposited deposit with the Trustee Trustee, as trust funds in trust, for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefit of the Holders: (1) money , cash in dollars or in such foreign currency in which the notes are payable in at stated maturity; (2) non-callable U.S. Government Obligations; or (3) a combination of money and non-callable United States dollars, U.S. Government Obligations, or a combination thereof, maturing as to principal and interest in each case sufficient such amounts as will be sufficient, without reinvestmentconsideration of any reinvestment of such interest, in the written opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm, to pay and discharge, and which shall be applied by the Trustee to pay and discharge, discharge the principal of and of, premium, if any, and interest on the outstanding Notes on the day on which Stated Maturity of such payments are due and payable in accordance with the terms principal or installment of this Indenture and of the Notes. principal or interest; (bii) in the case of the legal defeasance optionLegal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel stating confirming that (A) the Company and the Guarantor have has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (B) since the date of this Indenture 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 Noteholders shall Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit Legal Defeasance and defeasance and shall will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Legal Defeasance had not occurred; ; (ciii) in the case of the covenant defeasance optionCovenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect confirming that the Noteholders shall Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit Covenant Defeasance and defeasance and shall will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Covenant Defeasance had not occurred; and (div) no Default or Event of Default or event with which notice of lapse of time or both would become an Event of Default with respect to the Notes has shall have occurred and is be continuing at on the time date of such deposit; ; (ev) such legal defeasance Legal Defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest for the purposes of the Trust Indenture Act with respect to any of the Company's or the Guarantor's securities; (f) such legal defeasance or covenant defeasance ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall not result in a breach or violation of, or constitute a default Default under, this Indenture or any other material agreement or instrument to which the Company or the Guarantor are is a party, party or by which the Company or the Guarantor are it is bound; ; (g) such legal defeasance or covenant defeasance shall not cause any securities listed on any registered national stock exchange under the Exchange Act to be delisted; (h) such legal defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed on the Company or the Guarantor in connection therewith; and (ivi) the Company has shall have delivered to the Trustee an Officer's Opinion of Counsel to the effect that (A) the trust funds will not be subject to any rights of holders of other Indebtedness of the Company or any Subsidiary Guarantor, including, without limitation, those arising under this Indenture, after the 91st day following the deposit and (B) after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (vii) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of the Notes over the other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; (viii) no event or condition shall exist that would prevent the Company from making payments of the principal of, premium, if any, and interest on the Notes on the date of such deposit; and (ix) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent with respect provided for relating to such legal defeasance either the Legal Defeasance or covenant defeasance the Covenant Defeasance, as the case may be, have been complied with. Before or after a deposit, the Company or the Guarantor may make arrangements satisfactory to the Trustee for the redemption of any Notes at a future date in accordance with Article III.

Conditions to Defeasance. (a) The Company Issuers may exercise its their legal defeasance option or its their covenant defeasance option with respect to the Notes only if: (ai) the Company or the Guarantor Issuers irrevocably deposits or causes to be deposited deposit with the Trustee as trust funds for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefit of the Holders: (1) money in dollars US Dollars, the principal of and the interest on which shall be sufficient, or in a combination thereof sufficient, to pay the principal of and premium (if any) and interest on the Senior Notes when due at maturity or redemption, as the case may be, including interest thereon to maturity or such foreign currency in which the notes are payable in at stated maturityredemption date; (2ii) non-callable U.S. Government Obligations; or (3) the Issuers delivers to the Trustee a combination of money and non-callable U.S. Government Obligations, in each case sufficient without reinvestment, in the written opinion of certificate from a nationally recognized firm of independent public accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited US Dollars, plus any deposited money without investment shall provide cash at such times and in such amounts as shall be sufficient to pay and dischargeprincipal, and which shall be applied by the Trustee to pay and discharge, the principal of and premium, if any, and interest when due on all the outstanding Senior Notes on to maturity or redemption, as the case may be; (iii) 90 days pass after the deposit is made and during the 90-day on period no Default specified in Section 6.01(f) or (g) with respect to any Issuer, BP I or BP II occurs which such payments are due and payable in accordance with is continuing at the terms of this Indenture and end of the Notes.period; (biv) the deposit does not constitute a default under any other material agreement binding on any Issuer, BP I or BP II; (v) in the case of the legal defeasance option, the Company Issuers shall have delivered to the Trustee an Opinion of Counsel stating that (A1) the Company and the Guarantor Issuers have received from, or there has been published by, the Internal Revenue Service a ruling, or (B2) since the date of this Senior Notes Indenture there has been a change in the applicable federal U.S. Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Noteholders Holders shall not recognize income, gain or loss for federal U.S. Federal income tax purposes as a result of such deposit and defeasance and shall be subject to federal U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; provided, however, the Opinion of Counsel required with respect to a legal defeasance need not be delivered if all Senior Notes not theretofore delivered to the Trustee for cancellation have become due and payable; (cvi) in the case of the covenant defeasance option, the Company Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that the Noteholders Holders shall not recognize income, gain or loss for federal U.S. Federal income tax purposes as a result of such deposit and defeasance and shall be subject to federal U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; and (d) no Event of Default or event with which notice of lapse of time or both would become an Event of Default with respect to the Notes has occurred and is continuing at the time of such deposit; (e) such legal defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest for the purposes of the Trust Indenture Act with respect to any of the Company's or the Guarantor's securities; (f) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company or the Guarantor are a party, or by which the Company or the Guarantor are bound; (g) such legal defeasance or covenant defeasance shall not cause any securities listed on any registered national stock exchange under the Exchange Act to be delisted; (h) such legal defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed on the Company or the Guarantor in connection therewith; and (ivii) the Company has delivered Issuers deliver to the Trustee an Officer's Officers’ Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent with respect to such legal the defeasance or covenant defeasance and discharge of the Senior Notes to be so defeased and discharged as contemplated by this Article VIII have been complied with. . (b) Before or after a deposit, the Company or the Guarantor Issuers may make arrangements satisfactory to the Trustee for the redemption of any such Senior Notes at a future date in accordance with Article III.

Conditions to Defeasance. The Company may exercise its ------------------------- legal defeasance option or its covenant defeasance option with respect to the Notes only if: (a1) the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds Trustee, in trust, for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefit of the Holders: (1) money Holders of the Securities, cash in dollars or in such foreign currency in which the notes are payable in at stated maturity; (2) non-callable U.S. Government Obligations; or (3) a combination of money and non-callable dollars, U.S. Government Obligations, or a combination thereof, in each case sufficient without reinvestmentsuch amounts as will be sufficient, in the written opinion of a nationally recognized firm of independent public accountants accountants, to pay and discharge, and which shall be applied by the Trustee to pay and discharge, the principal of and of, premium, if any, and interest interest, including Special Interest, on the outstanding Notes Securities on the day Stated Maturity or on which such payments the applicable redemption date, as the case may be, and the Company specifies whether the Securities are due and payable in accordance with the terms of this Indenture and of the Notes.being defeased to maturity or to a particular redemption date; (b2) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating in the United States confirming that (A) the Company and the Guarantor have has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (B) since the date of this Indenture Closing Date, there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Noteholders shall Holders of the outstanding Securities will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit and legal defeasance and shall will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and legal defeasance had not occurred; (c3) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel to in the effect United States confirming that the Noteholders shall Holders of the outstanding Securities will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit and covenant defeasance and shall will be subject to federal Federal income tax on the same amounts, amounts in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and; (d4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or event with which notice of lapse of time or both would become an Event of Default with respect resulting from the borrowing of funds to be applied to such deposit) or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the Notes has occurred and is continuing at period ending on the time 95th day after the date of such deposit; (e5) such legal defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest for the purposes of the Trust Indenture Act with respect to any of the Company's or the Guarantor's securities; (f) such legal defeasance or covenant defeasance shall will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument (other than this Indenture) to which the Company or the Guarantor are any of its Subsidiaries is a party, party or by which the Company or the Guarantor are any of its Subsidiaries is bound; (g6) such legal defeasance or covenant defeasance shall the Company delivers to the Trustee an Officers' Certificate stating that the deposit was not cause any securities listed on any registered national stock exchange under made by the Exchange Act to be delisted; (h) such legal defeasance or covenant defeasance shall be effected in compliance Company with any additional terms, conditions or limitations which may be imposed on the intent of preferring the Holders of Securities over other creditors of the Company or with the Guarantor in connection therewithintent of defeating, hindering, delaying or defrauding creditors of the Company or others; and (i7) the Company has delivered delivers to the Trustee an Officer's Officers' Certificate and an Opinion Option of Counsel Counsel, each stating that all conditions precedent with respect provided for relating to such the legal defeasance option or the covenant defeasance option have been complied with. Before or after a deposit, the Company or the Guarantor may make arrangements satisfactory to the Trustee for the redemption of any Notes Securities at a future date in accordance with Article III.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (ai) the Company or the Guarantor irrevocably deposits or causes to be deposited in trust with the Trustee as trust funds money or U.S. Government Obligations for the purpose payment of making Accreted Value, together with and interest on the following paymentsNotes to Stated Maturity or redemption, specifically pledged as security for, and dedicated solely to the benefit of the Holders: (1) money in dollars or in such foreign currency in which the notes are payable in at stated maturitycase may be; (2ii) non-callable U.S. Government Obligations; or (3) the Company delivers to the Trustee a combination of money and non-callable U.S. Government Obligations, in each case sufficient without reinvestment, in the written opinion of certificate from a nationally recognized firm of independent public accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited 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 dischargeinterest when due on all the Notes to their Stated Maturity or redemption, as the case may be; (iii) the Company shall have delivered to the Trustee an Opinion of Counsel, subject to certain customary qualifications, to the effect that (i) the funds so deposited will not be subject to any rights of any other holders of Indebtedness of the Company, and which shall (ii) the funds so deposited will not be applied by subject to avoidance under applicable Bankruptcy Law; (iv) the deposit does not constitute a default under any other agreement binding on the Company; (v) the Company delivers to the Trustee an Opinion of Counsel to pay and dischargethe effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the principal Investment Company Act of and premium, if any, and interest on the outstanding Notes on the day on which such payments are due and payable in accordance with the terms of this Indenture and of the Notes.1940; (bvi) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (Ai) the Company and the Guarantor have has received from, or there has been published by, the Internal Revenue Service a ruling, or (Bii) since the date of this Indenture there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Noteholders shall will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit and defeasance and shall will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and legal defeasance had not occurred; (cvii) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Noteholders shall will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit and covenant defeasance and shall will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (d) no Event of Default or event with which notice of lapse of time or both would become an Event of Default with respect to the Notes has occurred and is continuing at the time of such deposit; (e) such legal defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest for the purposes of the Trust Indenture Act with respect to any of the Company's or the Guarantor's securities; (f) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company or the Guarantor are a party, or by which the Company or the Guarantor are bound; (g) such legal defeasance or covenant defeasance shall not cause any securities listed on any registered national stock exchange under the Exchange Act to be delisted; (h) such legal defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed on the Company or the Guarantor in connection therewith; and (iviii) the Company has delivered delivers to the Trustee an Officer's Officers' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent with respect to such legal the defeasance or covenant defeasance and discharge of the Notes and this Indenture as contemplated by this Article 11 have been complied with. Before or after a deposit, the Company or the Guarantor may make arrangements satisfactory to the Trustee for the redemption of any Notes at a future date in accordance with Article III10.

Conditions to Defeasance. The Company may In order to exercise its legal defeasance option either Legal Defeasance or its covenant defeasance option Covenant Defeasance with respect to the Notes only if: (a) the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds for the purpose any series of making the following payments, specifically pledged as security for, and dedicated solely to the benefit of the HoldersNotes: (1) money the Company must irrevocably deposit with the Trustee, in dollars or trust, for the benefit of the Holders of such series of Notes, cash in such foreign currency in which the notes are payable in at stated maturity; (2) U.S. dollars, non-callable U.S. Government Obligations; or (3) Securities, or a combination of money and non-callable U.S. Government Obligationsthereof, in each case sufficient without reinvestmentsuch amounts as will be sufficient, in the written opinion of a nationally recognized firm of independent public accountants to pay and discharge, and which shall be applied by the Trustee to pay and discharge, the principal of of, or interest and premium, if any, and interest on the outstanding Notes of such series on the day Stated Maturity or on which the applicable Redemption Date, as the case may be, and the Company must specify whether such payments Notes are due and payable in accordance with the terms of this Indenture and of the Notes.being defeased to maturity or to a particular Redemption Date; (b2) in the case of the legal defeasance optionLegal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel stating that reasonably acceptable to the Trustee confirming that, subject to customary exceptions and exclusions, (Ai) the Company and the Guarantor have has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (Bii) since the date of this Indenture 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 Noteholders shall Holders of the outstanding Notes of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit Legal Defeasance and defeasance and shall will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Legal Defeasance had not occurred; (c3) in the case of the covenant defeasance optionCovenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the effect that Trustee confirming that, subject to customary exceptions and exclusions, the Noteholders shall Holders of the outstanding Notes of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit Covenant Defeasance and defeasance and shall will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Covenant Defeasance had not occurred; and; (d4) no Default or Event of Default or event with which notice of lapse of time or both would become an Event of Default with respect to the Notes has will have occurred and is be continuing at on the time date of such depositdeposit (other than resulting from the borrowing of funds to be applied to make such deposit and any similar and concurrent deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith); (e5) such legal defeasance Legal Defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest for the purposes of the Trust Indenture Act with respect to any of the Company's or the Guarantor's securities; (f) such legal defeasance or covenant defeasance shall Covenant Defeasance will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument (other than this Indenture) to which the Company or the Guarantor are any of its Subsidiaries is a party, party or by which the Company or the Guarantor are any of its Subsidiaries is bound; (g) such legal defeasance or covenant defeasance shall not cause any securities listed on any registered national stock exchange under the Exchange Act to be delisted; (h) such legal defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed on the Company or the Guarantor in connection therewith; and (i6) the Company has delivered must deliver to the Trustee an Officer's ’s Certificate and an Opinion of Counsel stating that all conditions precedent the deposit was not made by the Company with respect the intent of preferring the Holders over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; (7) if the Notes of such series are to such legal defeasance or covenant defeasance have been complied with. Before or after a depositbe redeemed prior to their Stated Maturity, the Company or must deliver to the Guarantor may make Trustee irrevocable instructions to redeem all of the Notes of such series on the specified Redemption Date under arrangements satisfactory to the Trustee for the giving of notice of such redemption by the Trustee in the name and at the expense of any Notes at a future date in accordance with Article IIIthe Company; and (8) the Company must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Defeasance. The Company or Fibria may exercise its the legal defeasance option or its the covenant defeasance option with respect to the Notes Securities of a series only if: (a) the The Company or the Guarantor Fibria irrevocably deposits or causes to be deposited with the Trustee Trustee, or its designee, as trust funds for the purpose of making the following paymentsin trust, specifically pledged as security for, and dedicated solely to to, the benefit of the Holders: Holders of Securities of that series (1the “defeasance trust”) pursuant to an irrevocable trust and security agreement in form and substance satisfactory to the Trustee, money in dollars or in such foreign currency in which the notes are payable in at stated maturity; (2) non-callable U.S. Government Obligations; or (3) a combination of money and non-callable U.S. Government Obligations, in each case sufficient without reinvestmentor a combination thereof, that, in the written opinion of a nationally an internationally recognized firm of independent public accountants or investment bank, will generate enough cash without consideration of any reinvestment to pay and dischargemake interest, and which shall be applied by the Trustee to pay and discharge, the principal of (and premium, if any, ) and interest any other payments on the outstanding Notes Securities of that series on the day on which such payments are their various due and payable in accordance with the terms of this Indenture and of the Notes.dates; (b) in No Default or Event of Default with respect to the Securities of that series has occurred and is continuing on the date of such deposit and after giving effect thereto; (c) In the case of the legal defeasance option, the Company shall have delivered or Fibria delivers to the Trustee an Opinion of Counsel stating that (Ai) the Company and or Fibria, as the Guarantor have case may be, has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (Bii) since the date of this Indenture there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Noteholders Holders of the Securities of that series shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and defeasance and shall be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (cd) in In the case of the covenant defeasance option, the Company shall have delivered or Fibria delivers to the Trustee an Opinion of Counsel to the effect that the Noteholders Holders of the Securities of that series shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and covenant defeasance and shall be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (d) no Event of Default or event with which notice of lapse of time or both would become an Event of Default with respect to the Notes has occurred and is continuing at the time of such deposit; (e) such legal defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest for the purposes of the Trust Indenture Act with respect to any of the Company's or the Guarantor's securities; (f) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the The Company or the Guarantor are a party, or by which the Company or the Guarantor are bound; (g) such legal defeasance or covenant defeasance shall not cause any securities listed on any registered national stock exchange under the Exchange Act to be delisted; (h) such legal defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed on the Company or the Guarantor in connection therewith; and (i) the Company has delivered Fibria delivers to the Trustee an Officer's ’s Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent with respect to such legal the defeasance or covenant defeasance and discharge of the Securities of that series as contemplated by this Article XIV have been complied with. Before or after a deposit, the Company or the Guarantor Fibria may make arrangements satisfactory to the Trustee for the redemption of any Notes Securities of that series at a future date in accordance with Article IIIXI and the supplemental indenture relating to the Securities of that series.

Conditions to Defeasance. The Company may exercise its legal defeasance Legal Defeasance option or its covenant defeasance the Covenant Defeasance option with respect to the Notes in Section 9.01 may be exercised only if: (a) the Company or the Guarantor irrevocably deposits or causes to be deposited in trust with the Trustee as trust funds for the purpose of making the following paymentscash in U.S. Dollars, specifically pledged as security for, and dedicated solely to the benefit of the Holders: (1) money in dollars or in such foreign currency in which the notes are payable in at stated maturity; (2) non-callable U.S. Government Obligations; or (3) Securities, or a combination of money and non-callable U.S. Government Obligationsthereof, in each case sufficient without reinvestmentamounts as will be sufficient, in the written opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants accountants, to pay and discharge, and which shall be applied by the Trustee to pay and discharge, the principal of of, or interest and premium, if any, and interest on the outstanding Notes on the day Stated Maturity or on which such payments the applicable Redemption Date, as the case may be, and the Company specifies whether the Notes are due and payable in accordance with the terms of this Indenture and of the Notes.being defeased to maturity or to a particular Redemption Date; (b) 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 to secure such borrowing); (c) in the case of the legal defeasance optionLegal Defeasance, the Company shall have delivered delivers to the Trustee an Opinion of Counsel stating that reasonably acceptable to the Trustee that: (A1) the Company and the Guarantor have has received from, or there has been published by, the Internal Revenue Service a ruling, or ; or (B2) since the date of this Indenture there has been a change in the applicable federal U.S. Federal income tax law, to the effect, in either case to the effect case, that, and based thereon such Opinion of Counsel shall confirm that, the Noteholders shall Holders of the outstanding Notes will not recognize income, gain or loss for federal U.S. Federal income tax purposes as a result of such deposit Legal Defeasance and defeasance and shall will be subject to federal U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Legal Defeasance had not occurred; (cd) in the case of the covenant defeasance optionCovenant Defeasance, the Company shall have delivered delivers to the Trustee an Opinion of Counsel reasonably acceptable to the effect Trustee confirming that the Noteholders shall Holders of the outstanding Notes will not recognize income, gain or loss for federal U.S. Federal income tax purposes as a result of such deposit Covenant Defeasance and defeasance and shall will be subject to federal U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Covenant Defeasance had not occurred; and (d) no Event of Default or event with which notice of lapse of time or both would become an Event of Default with respect to the Notes has occurred and is continuing at the time of such deposit; (e) such legal defeasance Legal Defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest for the purposes of the Trust Indenture Act with respect to any of the Company's or the Guarantor's securities; (f) such legal defeasance or covenant defeasance shall Covenant Defeasance will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or material instrument (including, without limitation, the Credit Agreement, but excluding the Indenture) to which the Company or the Guarantor are is a party, party or by which the Company or the Guarantor are is bound; (gf) such legal defeasance or covenant defeasance shall not cause any securities listed on any registered national stock exchange under the Exchange Act to be delisted; (h) such legal defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed on the Company delivers to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes over the Company’s other creditors with the intent of defeating, hindering, delaying or defrauding the Guarantor in connection therewithCompany’s other creditors or others; and (ig) the Company has delivered delivers to the Trustee an Officer's Officers’ Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent with respect to such legal defeasance the Legal Defeasance or covenant defeasance the Covenant Defeasance, as the case may be, have been complied with. Before or after a deposit, the Company or the Guarantor may make arrangements satisfactory to the Trustee for the redemption of any Notes at a future date in accordance with Article III.

Conditions to Defeasance. (a) The Company Issuer may exercise its legal defeasance Legal Defeasance option or its covenant defeasance Covenant Defeasance option with respect to the Notes only if: (ai) the Company or the Guarantor Issuer has irrevocably deposits or causes to be deposited with the Trustee as trust funds Trustee, in trust, for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefit of the Holders: (1) money , cash in dollars or in such foreign currency in which the notes are payable in at stated maturity; (2) non-callable U.S. Dollars, U.S. Government Obligations; or (3) Obligations or a combination of money and non-callable U.S. Government Obligations, thereof in each case amounts as will be sufficient without reinvestmentconsideration of investment of interest, in the written opinion of a nationally recognized firm of independent public accountants accountants, to pay and discharge, and which shall be applied by the Trustee to pay and discharge, the principal of of, or premium and premiuminterest, if any, and interest on the outstanding Notes issued thereunder on the day stated maturity or on which such payments the applicable redemption date, as the case may be, and the Issuer must specify whether the Notes are due and payable in accordance with the terms of this Indenture and of the Notes.being defeased to maturity or to a particular redemption date; (bii) in the case of the legal defeasance optionLegal Defeasance, the Company shall have Issuer has delivered to the Trustee an Opinion of Counsel stating confirming that (A1) the Company and the Guarantor have Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (B2) since the date of this Indenture 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 will confirm that, the Noteholders shall Holders of the respective outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such deposit Legal Defeasance and defeasance and shall will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Legal Defeasance had not occurred; (ciii) in the case of the covenant defeasance optionCovenant Defeasance, the Company shall have Issuer has delivered to the Trustee an Opinion of Counsel to the effect confirming that the Noteholders shall Holders of the respective outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such deposit Covenant Defeasance and defeasance and shall will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Covenant Defeasance had not occurred; and; (div) no Default or Event of Default or event with which notice of lapse of time or both would become an Event of Default with respect to the Notes has occurred and is continuing at on the time date of such depositdeposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the granting of Liens in connection therewith); (ev) such legal defeasance Legal Defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest for the purposes of the Trust Indenture Act with respect to any of the Company's or the Guarantor's securities; (f) such legal defeasance or covenant defeasance shall Covenant Defeasance will not result in a breach or violation of, or constitute a default under, this Indenture or under any other material agreement or instrument (other than the Indenture) to which the Company Issuer or the Guarantor are any of its Subsidiaries is a party, party or by which the Company Issuer or the Guarantor are any of its Subsidiaries is bound; (gvi) such legal defeasance the Issuer must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders of Notes over the other creditors of the Issuer with the intent of defeating, hindering, delaying or covenant defeasance shall not cause any securities listed on any registered national stock exchange under defrauding creditors of the Exchange Act to be delisted; (h) such legal defeasance Issuer or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed on the Company or the Guarantor in connection therewithothers; and (ivii) the Company has delivered Issuer must deliver to the Trustee an Officer's Officers’ Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent with respect relating to such legal defeasance the Legal Defeasance or covenant defeasance the Covenant Defeasance as contemplated by this Article Eight have been complied with. . (b) Before or after a deposit, the Company or the Guarantor Issuer may make arrangements satisfactory to the Trustee for the redemption of any such Notes at a future date in accordance with Article III.

Conditions to Defeasance. The Company may exercise its legal defeasance Legal Defeasance option or its covenant defeasance Covenant Defeasance option with respect to the Notes only if: (a) the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds Trustee, in trust, for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefit of the Holders: (1) money Holders cash in dollars or in such foreign currency in which the notes are payable in at stated maturity; (2) non-callable U.S. Government Obligations; or (3) a combination of money and dollars, non-callable U.S. Government Obligations, or a combination thereof, in each case sufficient without reinvestmentsuch amounts as will be sufficient, in the written opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee to pay and discharge, the principal of and of, premium, if any, and interest on the outstanding Notes Securities on the day stated date for payment thereof or on which the applicable redemption date, as the case may be; provided that the Trustee shall have received an irrevocable written order from the Company instructing the Trustee to apply such cash in U.S. dollars or the proceeds of such U.S. Government Obligations to said payments are due and payable in accordance with respect to the terms of this Indenture and of the Notes.Securities; (b) in the case of the legal defeasance optiona Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel stating in the United States reasonably acceptable to the Trustee confirming that (Ai) the Company and the Guarantor have has received from, or there has been published by, the Internal Revenue Service a ruling, or (Bii) since the date of this Indenture there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Noteholders shall Holders will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit and defeasance and shall will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Legal Defeasance had not occurred; (c) in the case of the covenant defeasance optiona Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the effect Trustee confirming that the Noteholders shall Holders will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit Covenant Defeasance and defeasance and shall will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Covenant Defeasance had not occurred; and; (d) no Default or Event of Default or event which with which notice of or lapse of time or both would become a Default or an Event of Default with respect to the Notes has Securities shall have occurred and is be continuing on the date of such deposit (other than a Default or Event of Default with respect to this Indenture resulting from the incurrence of Indebtedness, all or a portion of which will be used to defease the Securities concurrently with such incurrence) or insofar as Sections 6.1(f) and 6.1(g) hereof are concerned, at any time in the time period ending on the ninety-first (91st) day after the date of such deposit; (e) such legal defeasance Legal Defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest for the purposes of the Trust Indenture Act with respect to any of the Company's or the Guarantor's securities; (f) such legal defeasance or covenant defeasance Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, under this Indenture or any other material agreement or instrument to which the Company or the Guarantor are any Subsidiary thereof is a party, party or by which the Company or any Subsidiary thereof is bound (including, without limitation, the Guarantor are boundSubordination Agreement and the Bank Credit Agreement); (f) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others; (g) such legal the Company delivers to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance or covenant defeasance shall not cause any securities listed on any registered national stock exchange under and discharge of the Exchange Act to be delistedSecurities and this Indenture as contemplated by this Article have been complied with; (h) such legal defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed on the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that (i) the trust funds will not be subject to any rights of holders of Indebtedness of the Company other than the Securities and (ii) assuming no intervening bankruptcy of the Company between the date of deposit and the ninety- first (91st) day following the deposit and that no Holder is an insider of the Company, after the ninety-first (91st) day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or the Guarantor in connection therewithsimilar laws affecting creditors' rights generally; and (i) the Company has delivered delivers to the Trustee an Officer's Certificate and an Opinion of Counsel stating to the effect that all conditions precedent with respect to such legal defeasance the trust resulting from the deposit does not constitute, or covenant defeasance have been complied withis qualified as, a regulated investment company under the Investment Company Act of 1940. Before or after a deposit, the Company or the Guarantor may make arrangements satisfactory to the Trustee for the redemption of any Notes Securities at a future date in accordance with Article III.

Conditions to Defeasance. The Company may exercise its legal defeasance option either Legal Defeasance or its covenant defeasance option with respect to the Notes Covenant Defeasance only if: (ai) the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds Trustee, in trust, for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefit of the Holders: (1) money Holders of the Notes, cash in dollars or in such foreign currency in which the notes are payable in at stated maturity; (2) U.S. dollars, non-callable U.S. Government Obligations; or (3) Securities, or a combination of money and non-callable U.S. Government Obligationsthereof, in each case sufficient without reinvestmentsuch amounts as will be sufficient, (x) in the written opinion of a nationally recognized firm of independent public accountants accountants, to pay and discharge, and which shall be applied by the Trustee to pay and discharge, the principal of and of, premium, if any, and interest and Special Interest, if any, on the outstanding Notes on the day on which such payments are due and payable in accordance with the terms of this Indenture and of the Notes.stated maturity or (bii) in the case of the legal defeasance optionLegal Defeasance, the Company shall have delivered to the Trustee (1) an Opinion of Counsel stating reasonably acceptable to the Trustee confirming that (Ax) the Company and the Guarantor have has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (By) since the date of this Indenture 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 will confirm that, the Noteholders shall Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such deposit Legal Defeasance and defeasance and shall will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Legal Defeasance had not occurred;, (2) an Opinion of Counsel to the effect that (x) the deposit of the trust funds does not violate the Investment Company Act of 1940 and (y) the trust funds will not be subject to the effect of Sect▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇kruptcy Code or Section 15 of the New York Debtor and Creditor Law in a case commenced by or against the Company under either such statute, (ciii) in the case of the covenant defeasance optionCovenant Defeasance, the Company shall have delivered to the (1) Trustee an Opinion of Counsel in the United States reasonably acceptable to the effect Trustee confirming that the Noteholders shall Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such deposit Covenant Defeasance and defeasance and shall will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Covenant Defeasance had not occurred; and, (2) an Opinion of Counsel to the effect that (x) the deposit of the trust funds does not violate the Investment Company Act of 1940 and (y) the trust funds will not be subject to the effect of Sect▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇kruptcy Code or Section 15 of the New York Debtor and Creditor Law in a case commenced by or against the Company under either such statute, (div) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or event with which notice of lapse of time or both would become an Event of Default with respect resulting from the borrowing of funds to the Notes has occurred and is continuing at the time of be applied to such deposit;) or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 123rd day after the date of deposit, (ev) such legal defeasance Legal Defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest for the purposes of the Trust Indenture Act with respect to any of the Company's or the Guarantor's securities; (f) such legal defeasance or covenant defeasance Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or Default under any other material agreement or instrument (other than this Indenture) to which the Company or the Guarantor are any of its Subsidiaries is a party, party or by which the Company or the Guarantor are any of its Subsidiaries is bound; (g) such legal defeasance or covenant defeasance shall not cause any securities listed on any registered national stock exchange under the Exchange Act to be delisted; (h) such legal defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed on the Company or the Guarantor in connection therewith; and (i) the Company has delivered to the Trustee an Officer's Certificate and an Opinion of Counsel stating that all conditions precedent with respect to such legal defeasance or covenant defeasance have been complied with. Before or after a deposit, the Company or the Guarantor may make arrangements satisfactory to the Trustee for the redemption of any Notes at a future date in accordance with Article III.,

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (a) In order for the Company to exercise either Legal Defeasance or the Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefit of the HoldersCovenant Defeasance: (1) money the Company must irrevocably deposit with the Trustee, in dollars or trust, for the benefit of the Holders cash in such foreign currency in which the notes are payable in at stated maturity; (2) U.S. dollars, certain direct non-callable U.S. Government Obligations; or (3) obligations of, or guaranteed by, the United States, or a combination of money and non-callable U.S. Government Obligationsthereof, in each case such amounts as will be sufficient without reinvestment, in the written opinion of a nationally recognized firm of independent public accountants accountants, to pay and discharge, and which shall be applied by the Trustee to pay and discharge, the principal of and of, premium, if any, and interest on the outstanding Notes on the day stated date for payment thereof or on which such payments are due and payable in accordance with the terms of this Indenture and of applicable redemption date, as the Notes.case may be; (b2) in the case of the legal defeasance optionLegal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel stating that in the United States reasonably acceptable to the Trustee and independent of the Company to the effect that: (Ai) the Company and the Guarantor have has received from, or there has been published by, the Internal Revenue Service a ruling, or or (Bii) since the date of this Indenture Issue Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm state that, the Noteholders shall Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit Legal Defeasance and defeasance and shall will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Legal Defeasance had not occurred; (c3) in the case of the covenant defeasance optionCovenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee and independent of the Company to the effect that the Noteholders shall Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit Covenant Defeasance and defeasance and shall will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Covenant Defeasance had not occurred; and; (d4) no Default or Event of Default shall have occurred and be continuing on the date of the deposit pursuant to Section 8.2(1) (except any Default or event with which notice of lapse of time or both would become an Event of Default resulting from the failure to comply with respect Section 3.9 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 Notes has occurred period ending on the 91st day after the date of deposit, and is continuing at the time Trustee shall have received Officers' Certificates to such effect on the date of such depositdeposit and, in the case of Legal Defeasance, on such 91st day; (e5) such legal defeasance or covenant defeasance shall not cause the Trustee to shall have a conflicting interest for the purposes of the Trust Indenture Act with respect to any of the Company's received an Officers' Certificate stating that such Legal Defeasance or the Guarantor's securities; (f) such legal defeasance or covenant defeasance Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, under this Indenture or any other agreement or instrument to which the Company or the Guarantor are any of its Subsidiaries is a party, party or by which the Company or the Guarantor are any of its Subsidiaries is bound; (g) such legal defeasance or covenant defeasance shall not cause any securities listed on any registered national stock exchange under the Exchange Act to be delisted; (h) such legal defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed on the Company or the Guarantor in connection therewith; and (i6) the Company has shall have delivered to the Trustee an Officer's Opinion of Counsel to the effect that: (i) after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, and (ii) the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee and independent of the Company to the effect that the trust resulting from the deposit does not constitute an investment company under the Investment Company Act of 1940; (7) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders 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 shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent with respect provided for or relating to such legal defeasance the Legal Defeasance or covenant defeasance the Covenant Defeasance have been complied with. Before or after a deposit, the Company or the Guarantor may make arrangements satisfactory to the Trustee for the redemption of any Notes at a future date in accordance with Article III.

Conditions to Defeasance. The Company may In order to exercise either its legal defeasance option Legal Defeasance Option and give effect thereto ("Legal Defeasance") or its covenant defeasance option with respect to the Notes only if: Covenant Defeasance Option and give effect thereto (a"Covenant Defeasance"), (i) the Company or the Guarantor shall irrevocably deposits or causes to be deposited deposit with the Trustee Trustee, as trust funds in trust, for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefit of the Holders: (1) money , cash in dollars or in such foreign currency in which the notes are payable in at stated maturity; (2) non-callable U.S. Government Obligations; or (3) a combination of money and non-callable United States dollars, U.S. Government Obligations, or a combination thereof, maturing as to principal and interest in each case sufficient such amounts as will be sufficient, without reinvestmentconsideration of any reinvestment of such interest, in the written opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm, to pay and discharge, and which shall be applied by the Trustee to pay and discharge, discharge the principal of and of, premium, if any, and interest on the outstanding Notes on the day on which stated maturity of such payments are due and payable in accordance with the terms principal or installment of this Indenture and of the Notes. principal or interest; (bii) in the case of the legal defeasance optionLegal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel stating confirming that (A) the Company and the Guarantor have has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (B) since the date of this Indenture 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 Noteholders shall Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit Legal Defeasance and defeasance and shall will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Legal Defeasance had not occurred; ; (ciii) in the case of the covenant defeasance optionCovenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect confirming that the Noteholders shall Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit Covenant Defeasance and defeasance and shall will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Covenant Defeasance had not occurred; and (div) no Default or Event of Default or event with which notice of lapse of time or both would become an Event of Default with respect to the Notes has shall have occurred and is be continuing at on the time date of such deposit or insofar as clauses (viii) and (ix) under Section 6.01 are concerned, at any time during the period ending on the 91st day after the date of deposit; ; (ev) such legal defeasance Legal Defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest for the purposes of the Trust Indenture Act with respect to any of the Company's or the Guarantor's securities; (f) such legal defeasance or covenant defeasance Covenant Defeasance shall not result in a breach or violation of, or constitute a default Default under, this Indenture or any other material agreement or instrument to which the Company or the Guarantor are is a party, party or by which the Company or the Guarantor are it is bound; ; (g) such legal defeasance or covenant defeasance shall not cause any securities listed on any registered national stock exchange under the Exchange Act to be delisted; (h) such legal defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed on the Company or the Guarantor in connection therewith; and (ivi) the Company has shall have delivered to the Trustee an Officer's Opinion of Counsel to the effect that (A) the trust funds will not be subject to any rights of holders of Indebtedness of the Company or any Subsidiary Guarantor, including, without limitation, those arising under this Indenture, after the 91st day following the deposit and (B) after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; (vii) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of the Notes over the other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; (viii) no event or condition shall exist that would prevent the Company from making payments of the principal of, premium, if any, and interest on the Notes on the date of such deposit or at any time ending on the 91st day after the date of such deposit; and (ix) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent with respect provided for relating to such legal defeasance either the Legal Defeasance or covenant defeasance the Covenant Defeasance, as the case may be, have been complied with. Before or after a deposit, the Company or the Guarantor may make arrangements satisfactory to the Trustee for the redemption of any Notes at a future date in accordance with Article III.

Conditions to Defeasance. The Company may exercise its legal defeasance option either Legal Defeasance or its covenant defeasance option with respect to the Notes Covenant Defeasance only if: (ai) the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds Trustee, in trust, for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefit of the Holders: (1) money Holders of the Notes, cash in dollars U.S. Legal Tender or Government Securities, or a combination thereof, in such foreign currency in which the notes are payable in at stated maturity; amounts as will be sufficient, (2x) non-callable U.S. Government Obligations; or (3) a combination of money and non-callable U.S. Government Obligations, in each case sufficient without reinvestment, in the written opinion of a nationally recognized firm of independent public accountants accountants, to pay and discharge, and which shall be applied by the Trustee to pay and discharge, the principal of and of, premium, if any, and interest and Additional Interest, if any, on the outstanding Notes on the day on which stated maturity or the date such payments are due and payable in accordance with the terms of this Indenture the Notes or on the applicable, redemption date, as the case may be, and (y) in the opinion of the Notes.Company as stated in an Officers' Certificate, to pay the Trustee Expenses. The Company shall specify whether the Notes are being defeased to maturity or to a particular redemption date; (bii) in the case of the legal defeasance optionLegal Defeasance, the Company shall have delivered to the Trustee (1) an Opinion of Counsel stating reasonably acceptable to the Trustee confirming that (Ax) the Company and the Guarantor have has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (By) since the date of this Indenture 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 will confirm that, the Noteholders shall Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such deposit Legal Defeasance and defeasance and shall will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Legal Defeasance had not occurredoccurred and (2) an Opinion of Counsel to the effect that (x) the deposit of the trust funds does not violate the Investment Company Act of 1940 and (y) after the period ending on the 123rd day after the date of deposit, the trust funds will not be subject to the effect of Section 547 of the Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law in a case commenced by or against the Company under either such statute; (ciii) in the case of the covenant defeasance optionCovenant Defeasance, the Company shall have delivered to the Trustee (1) an Opinion of Counsel in the United States reasonably acceptable to the effect Trustee confirming that the Noteholders shall Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such deposit Covenant Defeasance and defeasance and shall will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Covenant Defeasance had not occurred; andoccurred and (2) an Opinion of Counsel to the effect that (x) the deposit of the trust funds does not violate the Investment Company Act of 1940 and (y) after the period ending on the 123rd day after the date of deposit, the trust funds will not be subject to the effect of S▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law in a case commenced by or against the Company under either such statute; (div) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or event with which notice of lapse of time or both would become an Event of Default with respect resulting from the borrowing of funds to be applied to such deposit) or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the Notes has occurred and is continuing at period ending on the time 123rd day after the date of such deposit; (ev) such legal defeasance Legal Defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest for the purposes of the Trust Indenture Act with respect to any of the Company's or the Guarantor's securities; (f) such legal defeasance or covenant defeasance Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or Default under any other material agreement or instrument (other than this Indenture) to which the Company or the Guarantor are any of its Subsidiaries is a party, party or by which the Company or the Guarantor are any of its Subsidiaries is bound; (g) such legal defeasance or covenant defeasance shall not cause any securities listed on any registered national stock exchange under the Exchange Act to be delisted; (h) such legal defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed on the Company or the Guarantor in connection therewith; and (ivi) the Company has 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 with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; and (vii) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent with respect relating to such legal defeasance the Legal Defeasance or covenant defeasance the Covenant Defeasance have been complied with. Before or after a deposit, the Company or the Guarantor may make arrangements satisfactory to the Trustee for the redemption of any Notes at a future date in accordance with Article III.

Conditions to Defeasance. The Company may In order to exercise its legal defeasance option either Legal Defeasance or its covenant defeasance option Covenant Defeasance with respect to the Notes only ifof either series: (a1) the Company or the Guarantor must irrevocably deposits or causes to be deposited deposit with the Trustee as trust funds Trustee, in trust, for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefit of the Holders: (1) money , in the case of the Dollar Notes, cash in U.S. dollars or in such foreign currency in which the notes are payable in at stated maturity; (2) non-callable U.S. Government Obligations; or (3) a combination of money and non-callable U.S. Government Obligations, in each case sufficient without reinvestmentor a combination thereof, and, in the written opinion case of the Euro Notes, Euros or non-callable European Government Obligations, or a nationally recognized firm of independent public accountants combination thereof, in such amounts as will be sufficient, to pay and discharge, and which shall be applied by the Trustee to pay and discharge, the principal of of, or interest and premium, if any, and interest on the outstanding Notes of such series on the day Stated Maturity or on which the applicable Redemption Date, as the case may be, and the Company must specify whether the Notes of such payments series are due and payable in accordance with the terms of this Indenture and of the Notes.being defeased to maturity or to a particular Redemption Date; (b2) in the case of the legal defeasance optionLegal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel stating that reasonably acceptable to the Trustee confirming that, subject to customary exceptions and exclusions, (Ai) the Company and the Guarantor have has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (Bii) since the date of this Indenture 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 Noteholders shall Holders of the outstanding Notes of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit Legal Defeasance and defeasance and shall will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Legal Defeasance had not occurred; (c3) in the case of the covenant defeasance optionCovenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the effect that Trustee confirming that, subject to customary exceptions and exclusions, the Noteholders shall Holders of the outstanding Notes of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit Covenant Defeasance and defeasance and shall will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Covenant Defeasance had not occurred; and; (d4) no Default or Event of Default or event with which notice of lapse of time or both would become an Event of Default with respect to the Notes has will have occurred and is be continuing at on the time date of such depositdeposit (other than resulting from the borrowing of funds to be applied to make such deposit and any similar and concurrent deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith); (e5) such legal defeasance Legal Defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest for the purposes of the Trust Indenture Act with respect to any of the Company's or the Guarantor's securities; (f) such legal defeasance or covenant defeasance shall Covenant Defeasance will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument (other than this Indenture) to which the Company or the Guarantor are any of its Subsidiaries is a party, party or by which the Company or the Guarantor are any of its Subsidiaries is bound; (g) such legal defeasance or covenant defeasance shall not cause any securities listed on any registered national stock exchange under the Exchange Act to be delisted; (h) such legal defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed on the Company or the Guarantor in connection therewith; and (i6) the Company has delivered must deliver to the Trustee an Officer's ’s Certificate and an Opinion of Counsel stating that all conditions precedent the deposit was not made by the Company with respect the intent of preferring the Holders over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; (7) if the Notes of such series are to such legal defeasance or covenant defeasance have been complied with. Before or after a depositbe redeemed prior to their Stated Maturity, the Company or must deliver to the Guarantor may make Trustee irrevocable instructions to redeem all of the Notes of such series on the specified Redemption Date under arrangements satisfactory to the Trustee for the giving of notice of such redemption by the Trustee in the name and at the expense of any Notes at a future date in accordance with Article IIIthe Company; and (8) the Company must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Defeasance. The Company may In order to exercise either its legal defeasance option Legal Defeasance Option and give effect thereto ("Legal Defeasance") or its covenant defeasance option with respect to the Notes only if: Covenant Defeasance Option and give effect thereto (a"Covenant Defeasance"), (i) the Company or the Guarantor shall irrevocably deposits or causes to be deposited deposit with the Trustee Trustee, as trust funds in trust, for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefit of the Holders: (1) money , cash in dollars or in such foreign currency in which the notes are payable in at stated maturity; (2) non-callable U.S. Government Obligations; or (3) a combination of money and non-callable United States dollars, U.S. Government Obligations, or a combination thereof, maturing as to principal and interest in each case sufficient such amounts as will be sufficient, without reinvestmentconsideration of any reinvestment of such interest, in the written opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm, to pay and discharge, and which shall be applied by the Trustee to pay and discharge, discharge the principal of and of, premium, if any, and interest on the outstanding Notes on the day on which stated maturity of such payments are due and payable in accordance with the terms principal or installment of this Indenture and of the Notes. principal or interest; (bii) in the case of the legal defeasance optionLegal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel stating confirming that (A) the Company and the Guarantor have has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (B) since the date of this Indenture 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 Noteholders shall Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit Legal Defeasance and defeasance and shall will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Legal Defeasance had not occurred; ; (ciii) in the case of the covenant defeasance optionCovenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect confirming that the Noteholders shall Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit Covenant Defeasance and defeasance and shall will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Covenant Defeasance had not occurred; and (div) no Default or Event of Default or event with which notice of lapse of time or both would become an Event of Default with respect to the Notes has shall have occurred and is be continuing at on the time date of such deposit or insofar as clauses (viii) and (ix) under Section 6.01 are concerned, at any time during the period ending on the 91st day after the date of deposit; ; (ev) such legal defeasance Legal Defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest for the purposes of the Trust Indenture Act with respect to any of the Company's or the Guarantor's securities; (f) such legal defeasance or covenant defeasance Covenant Defeasance shall not result in a breach or violation of, or constitute a default Default under, this Indenture or any other material agreement or instrument to which the Company or the Guarantor are is a party, party or by which the Company or the Guarantor are it is bound; ; (g) such legal defeasance or covenant defeasance shall not cause any securities listed on any registered national stock exchange under the Exchange Act to be delisted; (h) such legal defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed on the Company or the Guarantor in connection therewith; and (ivi) the Company has shall have delivered to the Trustee an Officer's Opinion of Counsel to the effect that (A) the trust funds will not be subject to any rights of holders of Senior Debt or Guarantor Senior Debt of any Subsidiary Guarantor, including, without limitation, those arising under this Indenture, after the 91st day following the deposit and (B) after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; (vii) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of the Notes over the other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; (viii) no event or condition shall exist that would prevent the Company from making payments of the principal of, premium, if any, and interest on the Notes on the date of such deposit or at any time ending on the 91st day after the date of such deposit; and (ix) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent with respect provided for relating to such legal defeasance either the Legal Defeasance or covenant defeasance the Covenant Defeasance, as the case may be, have been complied with. Before or after a deposit, the Company or the Guarantor may make arrangements satisfactory to the Trustee for the redemption of any Notes at a future date in accordance with Article III.

Conditions to Defeasance. The Company may exercise its legal defeasance option either Legal Defeasance or its covenant defeasance option with respect to the Notes Covenant Defeasance only if: (ai) the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds Trustee, in trust, for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefit of the Holders: (1) money Holders of the Notes, cash in dollars or in such foreign currency in which the notes are payable in at stated maturity; (2) U.S. dollars, non-callable U.S. Government Obligations; or (3) Securities, or a combination of money and non-callable U.S. Government Obligationsthereof, in each case sufficient without reinvestmentsuch amounts as will be sufficient, (x) in the written opinion of a nationally recognized firm of independent public accountants accountants, to pay and discharge, and which shall be applied by the Trustee to pay and discharge, the principal of and of, premium, if any, and interest and Liquidated Damages, if any, on the outstanding Notes on the day on which stated maturity or the date such payments are due and payable in accordance with the terms of this Indenture the Notes or on the applicable, redemption date, as the case may be, and (y) in the opinion of the Notes.Company as stated in an Officers' Certificate, to pay the Trustee Expenses. In addition, the Company specifies whether the Notes are being defeased to maturity or to a particular redemption date, (bii) in the case of the legal defeasance optionLegal Defeasance, the Company shall have delivered to the Trustee (1) an Opinion of Counsel stating reasonably acceptable to the Trustee confirming that (Ax) the Company and the Guarantor have has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (By) since the date of this Indenture 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 will confirm that, the Noteholders shall Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such deposit Legal Defeasance and defeasance and shall will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Legal Defeasance had not occurred;, (2) an Opinion of Counsel to the effect that (x) the deposit of the trust funds does not violate the Investment Company Act of 1940 and (y) the trust funds will not be subject to the effect of Section 547 of the United States Bankruptcy Code or Section 1▇ of the New York Debtor and Creditor Law in a case commenced by or against the Company under either such statute, (ciii) in the case of the covenant defeasance optionCovenant Defeasance, the Company shall have delivered to the (1) Trustee an Opinion of Counsel in the United States reasonably acceptable to the effect Trustee confirming that the Noteholders shall Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such deposit Covenant Defeasance and defeasance and shall will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Covenant Defeasance had not occurred; and, (2) an Opinion of Counsel to the effect that (x) the deposit of the trust funds does not violate the Investment Company Act of 1940 and (y) the trust funds will not be subject to the effect of Section 547 of the United States Bankruptcy Code or Section 1▇ ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ditor Law in a case commenced by or against the Company under either such statute, (div) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or event with which notice of lapse of time or both would become an Event of Default with respect resulting from the borrowing of funds to the Notes has occurred and is continuing at the time of be applied to such deposit;) or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit, (ev) such legal defeasance Legal Defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest for the purposes of the Trust Indenture Act with respect to any of the Company's or the Guarantor's securities; (f) such legal defeasance or covenant defeasance Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or Default under any other material agreement or instrument (other than this Indenture) to which the Company or the Guarantor are any of its Subsidiaries is a party, party or by which the Company or the Guarantor are any of its Subsidiaries is bound;, (g) such legal defeasance or covenant defeasance shall not cause any securities listed on any registered national stock exchange under the Exchange Act to be delisted; (h) such legal defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed on the Company or the Guarantor in connection therewith; and (ivi) the Company has 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 with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others, and (vii) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent with respect relating to such legal defeasance the Legal Defeasance or covenant defeasance the Covenant Defeasance, as the case may be, have been complied with. Before or after a deposit, the Company or the Guarantor may make arrangements satisfactory to the Trustee for the redemption of any Notes at a future date in accordance with Article III.

Conditions to Defeasance. (a) The Company Issuers may exercise its their legal defeasance option or its their covenant defeasance option with respect to the Notes only if: (ai) the Company or the Guarantor Issuers irrevocably deposits or causes to be deposited deposit with the Trustee as trust funds for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefit of the Holders: (1) money in dollars US Dollars, the principal of and the interest on which shall be sufficient, or in a combination thereof sufficient, to pay the principal of and premium (if any) and interest on the Senior Notes when due at maturity or redemption, as the case may be, including interest thereon to maturity or such foreign currency in which the notes are payable in at stated maturityredemption date; (2ii) non-callable U.S. Government Obligations; or (3) the Issuers delivers to the Trustee a combination of money and non-callable U.S. Government Obligations, in each case sufficient without reinvestment, in the written opinion of certificate from a nationally recognized firm of independent public accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited US Dollars, plus any deposited money without investment shall provide cash at such times and in such amounts as shall be sufficient to pay and dischargeprincipal, and which shall be applied by the Trustee to pay and discharge, the principal of and premium, if any, and interest when due on all the outstanding Senior Notes on to maturity or redemption, as the case may be; (iii) 90 days pass after the deposit is made and during the 90-day on period no Default specified in Section 6.01(f) or (g) with respect to either Issuer, BP I or BP II occurs which such payments are due and payable in accordance with is continuing at the terms of this Indenture and end of the Notes.period; (biv) the deposit does not constitute a default under any other material agreement binding on either Issuer, BP I or BP II; (v) in the case of the legal defeasance option, the Company Issuers shall have delivered to the Trustee an Opinion of Counsel stating that (A1) the Company and the Guarantor Issuers have received from, or there has been published by, the Internal Revenue Service a ruling, or (B2) since the date of this Senior Notes Indenture there has been a change in the applicable US federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Noteholders Holders shall not recognize income, gain or loss for US federal income tax purposes as a result of such deposit and defeasance and shall be subject to US federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; provided, however, the Opinion of Counsel required with respect to a legal defeasance need not be delivered if all Senior Notes not theretofore delivered to the Trustee for cancellation have become due and payable; (cvi) in the case of the covenant defeasance option, the Company Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that the Noteholders Holders shall not recognize income, gain or loss for federal US Federal income tax purposes as a result of such deposit and defeasance and shall be subject to federal US Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; and (d) no Event of Default or event with which notice of lapse of time or both would become an Event of Default with respect to the Notes has occurred and is continuing at the time of such deposit; (e) such legal defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest for the purposes of the Trust Indenture Act with respect to any of the Company's or the Guarantor's securities; (f) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company or the Guarantor are a party, or by which the Company or the Guarantor are bound; (g) such legal defeasance or covenant defeasance shall not cause any securities listed on any registered national stock exchange under the Exchange Act to be delisted; (h) such legal defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed on the Company or the Guarantor in connection therewith; and (ivii) the Company has delivered Issuers deliver to the Trustee an Officer's Officers’ Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent with respect to such legal the defeasance or covenant defeasance and discharge of the Senior Notes to be so defeased and discharged as contemplated by this Article VIII have been complied with. . (b) Before or after a deposit, the Company or the Guarantor Issuers may make arrangements satisfactory to the Trustee for the redemption of any such Senior Notes at a future date in accordance with Article III.

Conditions to Defeasance. The Company may exercise its legal defeasance option either Legal Defeasance or its covenant defeasance option with respect to the Notes Covenant Defeasance only if: (ai) the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds Trustee, in trust, for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefit of the Holders: (1) money Holders of the Notes, cash in dollars or in such foreign currency in which the notes are payable in at stated maturity; (2) U.S. dollars, non-callable U.S. Government Obligations; or (3) Securities, or a combination of money and non-callable U.S. Government Obligationsthereof, in each case sufficient without reinvestmentsuch amounts as will be sufficient, in the written opinion of a nationally recognized firm of independent public accountants accountants, to pay and discharge, and which shall be applied by the Trustee to pay and discharge, the principal of and of, premium, if any, and interest and Liquidated Damages, if any, on the outstanding Notes on the day stated maturity or on which such payments the applicable redemption date, as the case may be, and the Company specifies whether the Notes are due and payable in accordance with the terms of this Indenture and of the Notes.being defeased to maturity or to a particular redemption date, (bii) in the case of the legal defeasance optionLegal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel stating reasonably acceptable to the Trustee confirming that (A) the Company and the Guarantor have has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (B) since the date of this Indenture Closing Date, there has been a change in the applicable federal income tax law, in either case to the effect that, 70 76 and based thereon such Opinion of Counsel shall will confirm that, the Noteholders shall Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such deposit Legal Defeasance and defeasance and shall will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Legal Defeasance had not occurred;, (ciii) in the case of the covenant defeasance optionCovenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the effect Trustee confirming that the Noteholders shall Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such deposit Covenant Defeasance and defeasance and shall will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Covenant Defeasance had not occurred; and, (div) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or event with which notice of lapse of time or both would become an Event of Default with respect resulting from the borrowing of funds to the Notes has occurred and is continuing at the time of be applied to such deposit;) or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit, (ev) such legal defeasance Legal Defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest for the purposes of the Trust Indenture Act with respect to any of the Company's or the Guarantor's securities; (f) such legal defeasance or covenant defeasance Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or Default under any other material agreement or instrument (other than this Indenture) to which the Company or the Guarantor are any of its Subsidiaries is a party, party or by which the Company or the Guarantor are any of its Subsidiaries is bound;, (g) such legal defeasance or covenant defeasance shall not cause any securities listed on any registered national stock exchange under the Exchange Act to be delisted; (h) such legal defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed on the Company or the Guarantor in connection therewith; and (ivi) the Company has shall have delivered to the Trustee an Officer's Opinion of Counsel to the effect that after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, (vii) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others and (viii) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent with respect relating to such legal defeasance the Legal Defeasance or covenant defeasance the Covenant Defeasance have been complied with. Before or after a deposit, the Company or the Guarantor may make arrangements satisfactory to the Trustee for the redemption of any Notes at a future date in accordance with Article III.71 77