Common use of Defeasance and Discharge of Securities of any Series Clause in Contracts

Defeasance and Discharge of Securities of any Series. If this Section 403 is established, as contemplated by Section 301 to be applicable to Securities of any series, then notwithstanding Section 401, (a) the Company shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding Securities of that series other than the obligation to pay Additional Amounts in excess of amounts deposited pursuant to Section 401 of this Indenture, (b) the provisions of this Indenture as it relates to such Outstanding Securities (except as to the rights of Holders of Securities to receive, from the trust funds described in subparagraph (1) below, payment of the principal of (and premium, if any) and any installment of principal of (and premium, if any) or interest and Additional Amounts, if any, then known on such Securities on each Stated Maturity of such principal or installment of principal or interest or any mandatory sinking fund payments or analogous payments applicable to the Securities of that series on the day on which such payments are due and payable in accordance with the terms of the Indenture and of such Securities, the Company’s obligations with respect to such Securities under Sections 305, 306, 1002 and 1003 and the rights, powers, trusts, duties and immunities of the Trustee hereunder) shall no longer be in effect, and (c) the Trustee, at the expense of the Company, shall upon Company Request, execute proper instruments acknowledging the same, provided that the following conditions shall have been satisfied: (1) the Company shall have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 609), irrevocably (irrespective of whether the conditions in subparagraphs (2), (3), (4), (5) and (6) below have been satisfied, but subject to the provisions of Section 402(c) and the last paragraph of Section 1003), as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of that series, with reference to this Section 403, (A) an amount in the currency or currencies, currency unit or units or composite currency or currencies in which such Securities are payable, or (B) with respect to Securities of any series denominated only in United States dollars, U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than the opening of business on the due date of any payment referred to in clause (i) or (ii) of this subparagraph (1) money in an amount, or (C) a combination thereof with respect to Securities of any series denominated only in United States dollars, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge (i) the principal of (and premium, if any) and each installment of principal (and premium, if any) and interest on such Outstanding Securities of that series on each applicable Stated Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities; (2) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound; (3) no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default with respect to the Securities of that series shall have occurred and be continuing on the date of such deposit and no Event of Default under Section 501(6) or Section 501(7) or event which with the giving of notice or lapse of time or both, would become an Event of Default under Section 501(6) or Section 501(7) shall have occurred and be continuing on the 121st day after such date; (4) the Company shall have delivered to the Trustee either (A) an Opinion of Counsel stating that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (y) since the date first set forth hereinabove, there has been a change in the applicable United States federal income tax law or the judicial interpretation thereof, in either case (x) or (y) to the effect that, and based thereon such opinion shall confirm that Holders of the Securities of that series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to United States federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred, or (B) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel; (5) the Company shall have delivered to the Trustee an Opinion of Liberian Counsel to the effect that Holders of the Outstanding Securities of that series will not recognize income, gain or loss for Liberian income tax or other tax purposes as a result of such defeasance and will be subject to Liberian income tax and other tax on the same amount, in the same manner and at the same times as would have been the case if such defeasance had not occurred; and (6) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance and discharge of the entire indebtedness on all Outstanding Securities of any such series as contemplated by this Section have been complied with. Notwithstanding any other provisions of this Section, such defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be established as contemplated by Section 301 in respect of the Securities of that series. Opinions required to be delivered under this Section may have qualifications customary for opinions of the type required.

Defeasance and Discharge of Securities of any Series. If this Section 403 is established, Except as otherwise provided as contemplated by Section 301 2.1 with respect to be applicable to Securities a series of any seriesSecurities, then notwithstanding Section 401, (a) the Company Issuer and the Guarantor shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding Securities of that any series other than the obligation to pay Additional Amounts in excess of amounts deposited pursuant to Section 401 of this Indenture, (b) and the provisions of this Indenture as it relates to such Outstanding Securities (except as to the rights of Holders of Securities to receive, from the trust funds described in subparagraph (1) below, payment of the principal of (and premium, if any) and any installment of principal of (and premium, if any) or interest and Additional Amounts, if any, then known on such Securities on each Stated Maturity of such principal or installment of principal or interest or any mandatory sinking fund payments or analogous payments applicable to the Securities of that series on the day on which such payments are due and payable in accordance with the terms of the Indenture and of such Securities, the Company’s obligations with respect to such Securities under Sections 305, 306, 1002 and 1003 and the rights, powers, trusts, duties and immunities of the Trustee hereunder) shall no longer be in effecteffect (“Defeasance”), and (c) the Trustee, at the expense of the CompanyIssuer, shall shall, upon Company Requestthe Order of the Issuer or the Guarantor, execute proper instruments acknowledging the same, provided that the following conditions shall have been satisfiedwhen: (1a) the Company shall have Issuer or the Guarantor has deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 6096.9), irrevocably (irrespective of whether the conditions in subparagraphs paragraphs (2b), (3c), (4d), (5e), (f) and (6g) below have been satisfied, but subject to the provisions of Section 402(c) 4.2 and the last paragraph of Section 100310.3(e)), as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of that series, series with reference to this Section 4034.3, (A) an amount in the currency or currencies, currency unit or units or composite currency or currencies in which such case of a series of Securities are payable, or (B) with respect to Securities of any series denominated only in United States dollars, United States money or U.S. Government Obligations which Obligations, and in the case of a series of Securities denominated in a currency other than U.S. dollars, funds in such currency, in each case in an amount which, through the payment of interest and principal in respect thereof in accordance with their terms terms, in an amount which will provide not later than the opening of business on the due date of any payment referred to in clause subparagraph (i), (ii) or (iiiii) of this subparagraph paragraph (1) money a), in an amount, or (C) the case of a combination thereof with respect to series of Securities of any series denominated only in United States dollars, United States money or U.S. Government Obligations, and in the case of a series of Securities demonstrated in a currency other than U.S. dollars, funds in such currency, in an amount sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally an internationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge (i) the principal of (and premium, if any), (ii) interest on and each installment of principal (and premiumiii) Additional Amounts, if any) and interest , on such Outstanding Securities of that series on each applicable Stated Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities;; and (2) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound; (3b) no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default with respect to the Securities of that series shall have has occurred and be is continuing on the date of such deposit and no Event of Default under Section 501(65.1(e), Section 5.1(f) or Section 501(75.1(h) or event is in occurrence and continues on a date which with is six months after the giving date of notice or lapse of time or both, would become an Event of Default under Section 501(6) or Section 501(7) shall have occurred and be continuing on the 121st day after such date;deposit; and (4c) the Company shall have Issuer or the Guarantor has delivered to the Trustee either (A) an Opinion of Counsel stating that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (y) since the date first set forth hereinabove, there has been a change in the applicable United States of recognized standing with respect to U.S. federal income tax law or the judicial interpretation thereof, in either case (x) or (y) matters to the effect that, and based thereon such opinion shall confirm that Holders of the Securities of that series will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit, defeasance Defeasance and discharge and will be subject to United States federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance Defeasance and discharge had not occurred, or ; and: (Bd) a ruling directed to such Defeasance shall not cause the Trustee received from to have a conflicting interest within the Internal Revenue Service to meaning of the same effect as Trust Indenture Act (assuming all Securities of that series are in default within the aforementioned Opinion meaning of Counsel;the Trust Indenture Act); and (5e) such Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company shall have Act; and (f) if the Securities of that series are then listed on any securities exchange, the Issuer or the Guarantor has delivered to the Trustee an Opinion of Liberian Counsel to the effect that Holders of the Outstanding such deposit, Defeasance and discharge will not cause such Securities of that series will not recognize income, gain or loss for Liberian income tax or other tax purposes as a result of to be delisted from such defeasance and will be subject to Liberian income tax and other tax on the same amount, in the same manner and at the same times as would have been the case if such defeasance had not occurredexchange; and (6g) the Company shall have Issuer or the Guarantor has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance Defeasance and discharge of the entire indebtedness on all Outstanding Securities of any such that series as contemplated by this Section have been complied with. Notwithstanding ; provided, however, that a Defeasance described in this Section 4.3 shall not impair or affect (1) the rights of Holders of Securities of that series to receive, from the trust funds described in paragraph (a) above, payment of the principal of (and premium, if any) and any other provisions installment of this Sectionprincipal of (and premium, if any), interest on or Additional Amounts, if any, on such defeasance shall be effected in compliance with Securities on the Stated Maturity of such principal or installment of principal of (and premium, if any) or interest, or any additional mandatory sinking fund payments or substitute terms, conditions or limitations which may be established as contemplated by Section 301 in respect of analogous payments applicable to the Securities of that series. Opinions required series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities, (2) the Issuer’s and the Guarantor’s obligations with respect to be delivered such Securities and Guarantees, respectively, under Sections 2.4, 2.5, 2.6, 2.7, 10.2 and 10.3, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) the provisions of Section 4.2 and this Section may have qualifications customary for opinions of the type required4.3.

Defeasance and Discharge of Securities of any Series. If this Section 403 is established, as contemplated by Section 301 301, to be applicable to Securities of any series, then notwithstanding Section 401, (a) the Company shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding Securities of that series other than the obligation to pay Additional Amounts in excess of amounts deposited pursuant to Section 401 of this Indentureseries, (b) the provisions of this Indenture as it relates to such Outstanding Securities (except as to the rights of Holders of Securities to receive, from the trust funds described in subparagraph paragraph (1) below, (i) payment of the principal of (and premium, if any) and any installment of principal of (and premium, if any) or interest and Additional Amounts, if any, then known on such Securities on each Stated Maturity of such principal or installment of principal or interest or any mandatory sinking fund payments or analogous payments applicable to the Securities of that series on the day on which such payments are due and payable in accordance with the terms of the Indenture and of such Securities, (ii) the Company’s 's obligations with respect to such Securities under Sections 305, 306, 1002 902 and 1003 and 903, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunderhereunder and (iv) the applicability of Article Four and Section 904 of this Indenture) shall no longer be in effect, and (c) the Trustee, at the expense of the Company, shall upon Company Request, execute proper instruments acknowledging the same, provided that the following conditions shall have been satisfied: (1) the Company shall have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 609), irrevocably (irrespective of whether the conditions in subparagraphs (2), (3), (4), (5) and (6) below have been satisfied, but subject to the provisions of Section 402(c) ), the last paragraph of this Section 403, and the last paragraph of Section 1003903), as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of that series, with reference to this Section 403, (A) an amount in the currency or currencies, currency unit or units or composite currency or currencies in which such Securities are payable, or (B) with respect to Securities of any series denominated only in United States dollars, U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than the opening of business on the due date of any payment referred to in clause (i) or (ii) of this subparagraph (1) Section money in an amount, or (C) a combination thereof with respect to Securities of any series denominated only in United States dollars, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm expressed in a written certification thereof delivered to the Trustee, to pay and discharge (i) the principal of (and premium, if any) and each installment of principal (and premium, if any) and interest on such Outstanding Securities of that series on each applicable Stated Maturity of such principal or installment of principal or interest and (ii) or on any mandatory sinking fund payments or analogous payments applicable date after such date to be specified in a supplemental indenture relating to the Securities of such series on series, such date being referred to as the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities"Defeasance Redemption Date"); (2) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating (and such deposit will statement shall be true) that such 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 is a party or by which it is bound; (3) no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default with respect to the Securities of that series shall have occurred and be continuing on the date of such deposit and no Event of Default under Section insofar as Sections 501(5) or 501(6) or Section 501(7) or event which with are concerned, at any time during the giving of notice or lapse of time or both, would become an Event of Default under Section 501(6) or Section 501(7) shall have occurred and be continuing period ending on the 121st 91st day after the date of such datedeposit; (4) the Company shall have has delivered to the Trustee either (A) an Opinion of Counsel of independent counsel in the United States stating that (xA) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (yB) since the date first set forth hereinaboveof this Indenture, there has been a change in the applicable United States federal income tax law or the judicial interpretation thereoflaw, in either case (x) or (y) to the effect that, and based thereon such opinion shall confirm that Holders of the Outstanding Securities of that series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to United States federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred, or (B) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel; (5) the Company such defeasance shall have delivered to not cause the Trustee an Opinion of Liberian Counsel for the Securities to the effect that Holders have a conflicting interest with respect to any securities of the Outstanding Securities of that series will not recognize income, gain or loss for Liberian income tax or other tax purposes as a result of Company; (6) such defeasance and will be subject to Liberian income tax and other tax on the same amount, shall not result in the same manner and at trust arising from such deposit constituting an investment company within the same times meaning of the Investment Company Act of 1940, as would have been amended, unless such trust shall be registered under the case if such defeasance had not occurredSecurities Act or exempt from registration thereunder; and (67) the Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating (and such statement shall be true), that all conditions precedent provided for relating to the defeasance and discharge of the entire indebtedness on all Outstanding Securities of any such series as contemplated by this Section have been complied with. Notwithstanding any other provisions of this Section, such defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be established as contemplated by Section 301 in respect of the Securities of that series. Opinions required to be delivered under this Section may have qualifications customary for opinions of the type required. If the Trustee or the Paying Agent is unable to apply any money in accordance with this Section 403 by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company's obligations under this Indenture and the Securities of such series shall be revived and reinstated as though no deposit had occurred pursuant to this Section 403 until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with this Section 403; provided, however, that if the Company makes any payment of principal of or any premium or interest on any Security following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of the Securities of such series to receive such payment from the money held by the Trustee or the Paying Agent.

Defeasance and Discharge of Securities of any Series. (a) If this Section 403 is established, as contemplated by 4.03 has been specified in accordance with Section 301 3.01 to be applicable to Securities of any series, then notwithstanding Section 4014.01, (a) the Company shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding Securities of that series other than and the obligation to pay Additional Amounts in excess of amounts deposited pursuant to Section 401 of this Indenturecoupons, (b) if any, appertaining thereto, the provisions of this Indenture as it relates to such Outstanding Securities and coupons (except as to (i) the rights of Holders of Securities of such series and coupons, if any, appertaining thereto, to receive, solely from the trust funds fund described in subparagraph Clause (1) belowof this Section 4.03(a), payment of the principal of (and premium, if any) and any installment of principal of (and premium, if any) or interest and Additional Amountsinterest, if any, then known on such Securities on each the Stated Maturity of such principal or installment of principal or interest or any mandatory sinking fund payments or analogous payments applicable to the Securities of that series on the day on which such payments are due and payable in accordance with the terms of the this Indenture and of such Securities, (ii) the Company’s obligations with respect to such Securities under Sections 3053.05, 3063.06, 1002 6.07, 10.02 and 1003 10.03 and (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder) shall no longer be in effect, and (c) the Trustee, on demand of and at the expense of the Company, shall upon Company Request, execute proper instruments acknowledging the same, provided that the following conditions shall have been satisfied:when (1) with reference to this Section 4.03, the Company shall have has deposited or caused to be deposited with the Trustee (or another trustee satisfying that satisfies the requirements of Section 6096.09 and agrees to comply with the provisions of this Section 4.03 applicable to it), irrevocably (irrespective of whether the conditions in subparagraphs Clauses (2), (3), (4), (5) and (65) below have been satisfied, but subject to the provisions of Section 402(c4.02(b) and the last paragraph of Section 100310.03), as trust funds in trust, specifically pledged as security for, and dedicated solely to, trust for the benefit of the Holders of the Securities of that series, with reference to this Section 403, purpose, (A) an amount in the currency or currenciesmoneys, currency unit or units or composite currency or currencies in which such Securities are payable, or or (B) with respect to Securities of any series denominated only in United States dollarssecurities evidencing direct general obligations of, U.S. Government Obligations which through or obligations the payment of the principal and interest of which are unconditionally guaranteed by, the United States, which obligations, or the guaranty of which, constitutes the full faith and principal credit obligation of the United States, which securities shall not be callable or redeemable at the option of the issuer and which securities mature and bear interest in respect thereof in accordance with their terms such amount and at such times as will provide not later than the opening of business on the due date of any payment referred to in clause (i) or (ii) of this subparagraph (1) money in an amountmoneys, or or (C) a combination thereof with respect to Securities of any series denominated only in United States dollars, sufficient, without consideration of any reinvestment of such principal and interestthereof, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, an amount sufficient to pay (without reinvestment) and discharge (i) the principal of (and premium, if any) and each installment of principal of (and premium, if any) and interest interest, if any, on such Outstanding Securities of that series and any coupons appertaining thereto on each applicable the Stated Maturity of such principal or installment of principal or interest and (ii) interest, if any, or any mandatory sinking fund payments or analogous payments applicable to Securities of such series on the day on which such payments are due and payable in accordance with the terms of this the Indenture and of such SecuritiesSecurities and the coupons, if any, appertaining thereto; (2) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party has paid or caused to be paid all other sums payable hereunder by which it is boundthe Company in respect of the Securities of such series and the coupons, if any, appertaining thereto; (3) no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default with respect to the Securities of that series shall have occurred and or be continuing on the date of such deposit and no Event of Default under Section 501(65.01(d) or Section 501(75.01(e) or an event which with the giving of notice or lapse of time time, or both, would become an Event of Default under Section 501(65.01(d) or Section 501(75.01(e) shall have occurred and be continuing on the 121st 91st day after such date; (4) the Company shall have has delivered to the Trustee either (A) an Opinion of Counsel stating to the effect that (xA) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (yB) since the date first set forth hereinabove, of this Indenture there has been a change in the applicable United States federal Federal income tax law or the judicial interpretation thereoflaw, in either case (x) or (y) to the effect that, and based thereon such opinion shall confirm that Holders of the Securities of that such series and the coupons, if any, appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to United States federal Federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred, or (B) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel; (5) the Company shall have delivered to the Trustee an Opinion of Liberian Counsel to the effect that Holders of the Outstanding Securities of that series will not recognize income, gain or loss for Liberian income tax or other tax purposes as a result of such defeasance and will be subject to Liberian income tax and other tax on the same amount, in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; and (65) the Company shall have has delivered to the Trustee (A) an Officers’ Officer’s Certificate and an Opinion of Counsel, Counsel each stating that all conditions precedent herein provided for relating to the defeasance satisfaction and discharge of this Indenture in respect of the entire indebtedness on all Outstanding Securities of any such series as contemplated by this Section have been complied with. Notwithstanding any other provisions with and (B) if securities have been deposited pursuant to Clause (1) of this SectionSection 4.03(a), a certificate of independent certified public accountants stating that such defeasance shall be effected securities mature and bear interest in compliance such amount and at such times as will (together with any additional moneys otherwise provided pursuant to Clause (1) of this Section 4.03(a)) provide sufficient moneys as provided in Clause (1) of this Section 4.03(a). (b) The Company shall pay and shall indemnify the Trustee against any tax, fee or substitute terms, conditions other charge imposed on or limitations which may be established as contemplated assessed against securities deposited pursuant to this Section 4.03 or Section 10.09 or the principal of or interest on such securities other than any payable by Section 301 in respect or on behalf of the Securities of that series. Opinions required to be delivered under this Section may have qualifications customary for opinions of the type requiredHolders.

Defeasance and Discharge of Securities of any Series. If this Section 403 is established, Except as otherwise provided as contemplated by Section 301 2.1 with respect to be applicable to Securities a series of any seriesSecurities, then notwithstanding Section 401, (a) the Company Issuer and the Guarantor shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding Securities of that any series other than the obligation to pay Additional Amounts in excess of amounts deposited pursuant to Section 401 of this Indenture, (b) and the provisions of this Indenture as it relates to such Outstanding Securities (except as to the rights of Holders of Securities to receive, from the trust funds described in subparagraph (1) below, payment of the principal of (and premium, if any) and any installment of principal of (and premium, if any) or interest and Additional Amounts, if any, then known on such Securities on each Stated Maturity of such principal or installment of principal or interest or any mandatory sinking fund payments or analogous payments applicable to the Securities of that series on the day on which such payments are due and payable in accordance with the terms of the Indenture and of such Securities, the Company’s obligations with respect to such Securities under Sections 305, 306, 1002 and 1003 and the rights, powers, trusts, duties and immunities of the Trustee hereunder) shall no longer be in effecteffect (“Defeasance”), and (c) the Trustee, at the expense of the CompanyIssuer, shall shall, upon Company Requestthe Order of the Issuer or the Guarantor, execute proper instruments acknowledging the same, provided that the following conditions shall have been satisfiedwhen: (1a) the Company shall have Issuer or the Guarantor has deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 6096.9), irrevocably (irrespective of whether the conditions in subparagraphs paragraphs (2b), (3c), (4d), (5e), (f) and (6g) below have been satisfied, but subject to the provisions of Section 402(c) 4.2 and the last paragraph of Section 100310.3(e)), as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of that series, series with reference to this Section 4034.3, (A) an amount in the currency or currencies, currency unit or units or composite currency or currencies in which such case of a series of Securities are payable, or (B) with respect to Securities of any series denominated only in United States dollars, United States money or U.S. Government Obligations which Obligations, and in the case of a series of Securities denominated in a currency other than U.S. dollars, funds in such currency, in each case in an amount which, through the payment of interest and principal in respect thereof in accordance with their terms terms, in an amount which will provide not later than the opening of business on the due date of any payment referred to in clause subparagraph (i), (ii) or (iiiii) of this subparagraph paragraph (1) money a), in an amount, or (C) the case of a combination thereof with respect to series of Securities of any series denominated only in United States dollars, United States money or U.S. Government Obligations, and in the case of a series of Securities demonstrated in a currency other than U.S. dollars, funds in such currency, in an amount sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally an internationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge (i) the principal of (and premium, if any), (ii) interest on and each installment of principal (and premiumiii) Additional Amounts, if any) and interest , on such Outstanding Securities of that series on each applicable Stated Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities;; and (2) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound; (3b) no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default with respect to the Securities of that series shall have has occurred and be is continuing on the date of such deposit and no Event of Default under Section 501(65.1(e), Section 5.1(f) or Section 501(75.1(h) or event is in occurrence and continues on a date which with is six months after the giving date of notice or lapse of time or both, would become an Event of Default under Section 501(6) or Section 501(7) shall have occurred and be continuing on the 121st day after such date;deposit; and (4c) the Company shall have Issuer or the Guarantor has delivered to the Trustee either (A) an Opinion of Counsel stating that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (y) since the date first set forth hereinabove, there has been a change in the applicable United States of recognized standing with respect to U.S. federal income tax law or the judicial interpretation thereof, in either case (x) or (y) matters to the effect that, and based thereon such opinion shall confirm that Holders of the Securities of that series will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit, defeasance Defeasance and discharge and will be subject to United States federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance Defeasance and discharge had not occurred, or ; and: (Bd) a ruling directed to such Defeasance shall not cause the Trustee received from to have a conflicting interest within the Internal Revenue Service to meaning of the same effect as Trust Indenture Act (assuming all Securities of that series are in default within the aforementioned Opinion meaning of Counsel;the Trust Indenture Act); and (5e) such Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company shall have Act; and (f) if the Securities of that series are then listed on any securities exchange, the Issuer or the Guarantor has delivered to the Trustee an Opinion of Liberian Counsel to the effect that Holders of the Outstanding such deposit, Defeasance and discharge will not cause such Securities of that series will not recognize income, gain or loss for Liberian income tax or other tax purposes as a result of to be delisted from such defeasance and will be subject to Liberian income tax and other tax on the same amount, in the same manner and at the same times as would have been the case if such defeasance had not occurredexchange; and (6g) the Company shall have Issuer or the Guarantor has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance Defeasance and discharge of the entire indebtedness on all Outstanding Securities of any such that series as contemplated by this Section have been complied with. Notwithstanding ; provided, however, that a Defeasance described in this Section 4.3 shall not impair or affect (1) the rights of Holders of Securities of that series to receive, from the trust funds described in paragraph (a) above, payment of the principal of (and premium, if any) and any other provisions installment of this Sectionprincipal of (and premium, if any), interest on or Additional Amounts, if any, on such defeasance shall be effected in compliance with Securities on the Stated Maturity of such principal or installment of principal of (and premium, if any) or interest, or any additional mandatory sinking fund payments or substitute terms, conditions or limitations which may be established as contemplated by Section 301 in respect of analogous payments applicable to the Securities of that series. Opinions required series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities, (2) the Issuer’s and the Guarantor’s obligations with respect to be delivered such Securities and Guarantees, respectively, under Sections 2.4, 2,5, 2.6, 2.7, 10.2 and 10.3, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) the provisions of Section 4.2 and this Section may have qualifications customary for opinions of the type required4.3.

Defeasance and Discharge of Securities of any Series. If this Section 403 is established, as contemplated by 4.03 has been specified in accordance with Section 301 ------- 3.01 to be applicable to Securities of any series, then notwithstanding Section 401---- ------- 4.01, (a) the Company shall be deemed to have paid and discharged the entire ---- indebtedness on all the Outstanding Securities of that such series other than and the obligation to pay Additional Amounts in excess of amounts deposited pursuant to Section 401 of this IndentureCoupons, (b) if any, appertaining thereto, the provisions of this Indenture as it relates to such Outstanding Securities and Coupons (except as to the rights of Holders of Outstanding Securities of such series and Coupons, if any, appertaining thereto to receive, from the trust funds described in subparagraph (1) below), payment of the ---------------- principal of (and premium, if any) and any installment of principal of (and premium, if any) or interest and Additional Amountsinterest, if any, then known on such Securities on each the Stated Maturity of such principal or installment of principal or interest or any mandatory sinking fund payments or analogous payments applicable to the Securities of that such series on the day on which such payments are due and payable in accordance with the terms of the this Indenture and of such Securities, the Company’s 's obligations with respect to such Securities under Sections 3053.05, 3063.06, 1002 10.02, 10.03 and 1003 and ------------- ---- ----- ----- 15.01 the rights, powers, trusts, duties and immunities of the Trustee ----- hereunder) shall no longer be in effect, and (c) the Trustee, at the expense of the Company, shall shall, upon Company Request, execute proper instruments acknowledging the same, provided that the following conditions shall have been satisfied: (1) with reference to this Section 4.03, the Company shall have has deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 6096.09), irrevocably (irrespective of whether the ------------ conditions in subparagraphs (2), (3), (4), ) (if applicable) or (5) and (6) below have been ----------------- --- --- --- satisfied, but subject to the provisions of Section 402(c4.02(c) and the last --------------- paragraph of Section 100310.03), as trust funds in trust, specifically pledged ------------- as security for, and dedicated solely to, the benefit of the Holders of the Securities of that seriessuch series and the Coupons, with reference to this Section 403if any, appertaining thereto, (A) money in an amount in the currency or currencies, currency unit or units or composite currency or currencies in which the Securities of such series are payable (except as otherwise specified with respect to the Securities are payableof such series pursuant to Section 3.01), or (B) with respect to Securities of any series denominated only in United States dollars, U.S. ------------ Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than the opening of business on the due date of any payment referred to in clause (i) or (ii) of this subparagraph (1) money in an amount, or (C) a combination thereof with respect to Securities of any series denominated only in United States dollarsthereof, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge (i) the principal of (and premium, if any) and each installment of principal (and premium, if any) and interest interest, if any, on such Outstanding Securities of that series and Coupons on each applicable the Stated Maturity of such principal or installment of principal or interest and interest, (ii) any mandatory sinking fund payments or analogous payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such SecuritiesSecurities and (iii) any repayment of the Securities of such series at the option of a Holder of any of such Securities on the date such repayment is due and payable; (2) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound; (3) no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default with respect to the Securities of that such series shall have occurred and be continuing on the date of such deposit and no Event of Default under Section 501(65.01(d) or Section 501(7--------------- 5.01(e) or event which with the giving of notice or lapse of time time, or both, ------- would become an Event of Default under Section 501(65.01(d) or Section 501(75.01(e) shall --------------- ------- have occurred and be continuing on the 121st 91st day after such date; (4) if this subparagraph has been specified in accordance with Section 3.01 to be applicable to the Securities of such series, the Company shall have ------------ has delivered to the Trustee either (A) an Opinion of Counsel stating to the effect that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling to the effect, or (yB) since the date first set forth hereinabove, there has been a change in the applicable United States federal income tax law or the judicial interpretation lieu thereof, but only if this clause (B) is specified in either case (x) or (y) accordance with Section 3.01 to be ------------ applicable to the effect thatSecurities of such series, and based thereon such opinion shall confirm an Opinion of Counsel to the effect, that Holders of the Securities of that such series and the Coupons, if any, appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to United States federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred, or (B) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel;; and (5) the Company shall have delivered to the Trustee an Opinion of Liberian Counsel to the effect that Holders of the Outstanding Securities of that series will not recognize income, gain or loss for Liberian income tax or other tax purposes as a result of such defeasance and will be subject to Liberian income tax and other tax on the same amount, in the same manner and at the same times as would have been the case if such defeasance had not occurred; and (6) the Company shall have has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance and discharge of the entire indebtedness on all Outstanding Securities of any such series as contemplated by this Section have been complied with. Notwithstanding any other provisions of this Section, such defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be established as contemplated by Section 301 in respect of the Securities of that series. Opinions required to be delivered under this Section may have qualifications customary for opinions of the type required.

Defeasance and Discharge of Securities of any Series. (a) If this Section 403 is established, as contemplated by 4.03 has been specified in accordance with Section 301 3.01 to be applicable to Securities of any series, then notwithstanding Section 4014.01, (a) the Company shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding Securities of that series other than and the obligation to pay Additional Amounts in excess of amounts deposited pursuant to Section 401 of this Indenturecoupons, (b) if any, appertaining thereto, the provisions of this Indenture as it relates to such Outstanding Securities and coupons (except as to (i) the rights of Holders of Securities of such series and coupons, if any, appertaining thereto, to receive, solely from the trust funds fund described in subparagraph Clause (1) belowof this Section 4.03(a), payment of the principal of (and premium, if any) and any installment of principal of (and premium, if any) or interest and Additional Amountsinterest, if any, then known on such Securities on each the Stated Maturity of such principal or installment of principal or interest or any mandatory sinking fund payments or analogous payments applicable to the Securities of that series on the day on which such payments are due and payable in accordance with the terms of the this Indenture and of such Securities, (ii) the Company’s 's obligations with respect to such Securities under Sections 3053.05, 3063.06, 1002 6.07, 10.02 and 1003 10.03 and (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder) shall no longer be in effect, and (c) the Trustee, on demand of and at the expense of the Company, shall upon Company Request, execute proper instruments acknowledging the same, provided that the following conditions shall have been satisfied:when (1) with reference to this Section 4.03, the Company shall have has deposited or caused to be deposited with the Trustee (or another trustee satisfying that satisfies the requirements of Section 6096.09 and agrees to comply with the provisions of this Section 4.03 applicable to it), irrevocably (irrespective of whether the conditions in subparagraphs Clauses (2), (3), (4), (5) and (65) below have been satisfied, but subject to the provisions of Section 402(c4.02(b) and the last paragraph of Section 100310.03), as trust funds in trust, specifically pledged as security for, and dedicated solely to, trust for the benefit of the Holders of the Securities of that series, with reference to this Section 403, purpose, (A) an amount in the currency or currenciesmoneys, currency unit or units or composite currency or currencies in which such Securities are payable, or or (B) with respect to Securities of any series denominated only in United States dollarssecurities evidencing direct general obligations of, U.S. Government Obligations which through or obligations the payment of the principal and interest of which are unconditionally guaranteed by, the United States, which obligations, or the guaranty of which, constitutes the full faith and principal credit obligation of the United States, which securities shall not be callable or redeemable at the option of the issuer and which securities mature and bear interest in respect thereof in accordance with their terms such amount and at such times as will provide not later than the opening of business on the due date of any payment referred to in clause (i) or (ii) of this subparagraph (1) money in an amountmoneys, or or (C) a combination thereof with respect to Securities of any series denominated only in United States dollars, sufficient, without consideration of any reinvestment of such principal and interestthereof, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, an amount sufficient to pay (without reinvestment) and discharge (i) the principal of (and premium, if any) and each installment of principal of (and premium, if any) and interest interest, if any, on such Outstanding Securities of that series and any coupons appertaining thereto on each applicable the Stated Maturity of such principal or installment of principal or interest and (ii) interest, if any, or any mandatory sinking fund payments or analogous payments applicable to Securities of such series on the day on which such payments are due and payable in accordance with the terms of this the Indenture and of such SecuritiesSecurities and the coupons, if any, appertaining thereto; (2) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party has paid or caused to be paid all other sums payable hereunder by which it is boundthe Company in respect of the Securities of such series and the coupons, if any, appertaining thereto; (3) no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default with respect to the Securities of that series shall have occurred and or be continuing on the date of such deposit and no Event of Default under Section 501(65.01(d) or Section 501(75.01(e) or an event which with the giving of notice or lapse of time time, or both, would become an Event of Default under Section 501(65.01(d) or Section 501(75.01(e) shall have occurred and be continuing on the 121st 91st day after such date; (4) the Company shall have has delivered to the Trustee either (A) an Opinion of Counsel stating to the effect that (xA) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (yB) since the date first set forth hereinabove, of this Indenture there has been a change in the applicable United States federal Federal income tax law or the judicial interpretation thereoflaw, in either case (x) or (y) to the effect that, and based thereon such opinion shall confirm that Holders of the Securities of that such series and the coupons, if any, appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to United States federal Federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred, or (B) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel; (5) the Company shall have delivered to the Trustee an Opinion of Liberian Counsel to the effect that Holders of the Outstanding Securities of that series will not recognize income, gain or loss for Liberian income tax or other tax purposes as a result of such defeasance and will be subject to Liberian income tax and other tax on the same amount, in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; and (65) the Company shall have has delivered to the Trustee (A) an Officers’ ' Certificate and an Opinion of Counsel, Counsel each stating that all conditions precedent herein provided for relating to the defeasance satisfaction and discharge of this Indenture in respect of the entire indebtedness on all Outstanding Securities of any such series as contemplated by this Section have been complied with. Notwithstanding any other provisions with and (B) if securities have been deposited pursuant to Clause (1) of this SectionSection 4.03(a), a certificate of independent certified public accountants stating that such defeasance shall be effected securities mature and bear interest in compliance such amount and at such times as will (together with any additional moneys otherwise provided pursuant to Clause (1) of this Section 4.03(a)) provide sufficient moneys as provided in Clause (1) of this Section 4.03(a). (b) The Company shall pay and shall indemnify the Trustee against any tax, fee or substitute terms, conditions other charge imposed on or limitations which may be established as contemplated assessed against securities deposited pursuant to this Section 4.03 or Section 10.09 or the principal of or interest on such securities other than any payable by Section 301 in respect or on behalf of the Securities of that series. Opinions required to be delivered under this Section may have qualifications customary for opinions of the type requiredHolders.

Defeasance and Discharge of Securities of any Series. (a) If this Section 403 is established, as contemplated by 4.03 has been specified in accordance with Section 301 3.01 to be applicable to Securities of any series, then notwithstanding Section 4014.01, (a) the Company shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding Securities of that series other than and the obligation to pay Additional Amounts in excess of amounts deposited pursuant to Section 401 of this Indenturecoupons, (b) if any, appertaining thereto, the provisions of this Indenture as it relates to such Outstanding Securities and coupons (except as to (i) the rights of Holders of Securities of such series and coupons, if any, appertaining thereto, to receive, solely from the trust funds fund described in subparagraph Clause (1) belowof this Section 4.03(a), payment of the principal of (and premium, if any) and any installment of principal of (and premium, if any) or interest and Additional Amountsinterest, if any, then known on such Securities on each the Stated Maturity of such principal or installment of principal or interest or any mandatory sinking fund payments or analogous payments applicable to the Securities of that series on the day on which such payments are due and payable in accordance with the terms of the this Indenture and of such Securities, (ii) the Company’s 's obligations with respect to such Securities under Sections 3053.05, 3063.06, 1002 6.07, 10.02, 10.03 and 1003 16.01 and (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder) shall no longer be in effect, and (c) the Trustee, on demand of and at the expense of the Company, shall upon Company Request, execute proper instruments acknowledging the same, provided that the following conditions shall have been satisfied:when (1) with reference to this Section 4.03, the Company shall have has deposited or caused to be deposited with the Trustee (or another trustee satisfying that satisfies the requirements of Section 6096.09 and agrees to comply with the provisions of this Section 4.03 applicable to it), irrevocably (irrespective of whether the conditions in subparagraphs Clauses (2), (3), (4), (5) and (65) below have been satisfied, but subject to the provisions of Section 402(c4.02(b) and the last paragraph of Section 100310.03), as trust funds in trust, specifically pledged as security for, and dedicated solely to, trust for the benefit of the Holders of the Securities of that series, with reference to this Section 403, purpose, (A) an amount in the currency or currenciesmoneys, currency unit or units or composite currency or currencies in which such Securities are payable, or or (B) with respect to Securities of any series denominated only in United States dollarssecurities evidencing direct general obligations of, U.S. Government Obligations which through or obligations the payment of the principal and interest of which are unconditionally guaranteed by, the United States, which obligations, or the guaranty of which, constitutes the full faith and principal credit obligation of the United States, which securities shall not be callable or redeemable at the option of the issuer and which securities mature and bear interest in respect thereof in accordance with their terms such amount and at such times as will provide not later than the opening of business on the due date of any payment referred to in clause (i) or (ii) of this subparagraph (1) money in an amountmoneys, or or (C) a combination thereof with respect to Securities of any series denominated only in United States dollars, sufficient, without consideration of any reinvestment of such principal and interestthereof, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, an amount sufficient to pay and discharge (i) the principal of (and premium, if any) and each installment of principal of (and premium, if any) and interest interest, if any, on such Outstanding Securities of that series and any coupons appertaining thereto on each applicable the Stated Maturity of such principal or installment of principal or interest and (ii) interest, if any, or any mandatory sinking fund payments or analogous payments applicable to Securities of such series on the day on which such payments are due and payable in accordance with the terms of this the Indenture and of such SecuritiesSecurities and the coupons, if any, appertaining thereto; (2) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party has paid or caused to be paid all other sums payable hereunder by which it is boundthe Company in respect of the Securities of such series and the coupons, if any, appertaining thereto; (3) no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default with respect to the Securities of that series shall have occurred and or be continuing on the date of such deposit and no Event of Default under Section 501(65.01(d) or Section 501(75.01(e) or an event which with the giving of notice or lapse of time time, or both, would become an Event of Default under Section 501(65.01(d) or Section 501(75.01(e) shall have occurred and be continuing on the 121st 91st day after such date; (4) the Company shall have has delivered to the Trustee either (A) an Opinion of Counsel stating to the effect that (xA) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (yB) since the date first set forth hereinabove, of this Indenture there has been a change in the applicable United States federal Federal income tax law or the judicial interpretation thereoflaw, in either case (x) or (y) to the effect that, and based thereon such opinion shall confirm that Holders of the Securities of that such series and the coupons, if any, appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to United States federal Federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred, or (B) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel; (5) the Company shall have delivered to the Trustee an Opinion of Liberian Counsel to the effect that Holders of the Outstanding Securities of that series will not recognize income, gain or loss for Liberian income tax or other tax purposes as a result of such defeasance and will be subject to Liberian income tax and other tax on the same amount, in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; and (65) the Company shall have has delivered to the Trustee (A) an Officers’ ' Certificate and an Opinion of Counsel, Counsel each stating that all conditions precedent herein provided for relating to the defeasance satisfaction and discharge of this Indenture in respect of the entire indebtedness on all Outstanding Securities of any such series as contemplated by this Section have been complied with. Notwithstanding any other provisions with and (B) if securities have been deposited pursuant to Clause (1) of this SectionSection 4.03(a), a certificate of independent certified public accountants stating that such defeasance shall be effected securities mature and bear interest in compliance such amount and at such times as will (together with any additional moneys otherwise provided pursuant to Clause (1) of this Section 4.03(a)) provide sufficient moneys as provided in Clause (1) of this Section 4.03(a). (b) The Company shall pay and shall indemnify the Trustee against any tax, fee or substitute terms, conditions other charge imposed on or limitations which may be established as contemplated assessed against securities deposited pursuant to this Section 4.03 or Section 10.09 or the principal of or interest on such securities other than any payable by Section 301 in respect or on behalf of the Securities of that series. Opinions required to be delivered under this Section may have qualifications customary for opinions of the type requiredHolders.