Common use of Defeasance of Certain Obligations Clause in Contracts

Defeasance of Certain Obligations. The Company and the Guarantor may omit to comply with any term, provision or condition set forth in clauses (iii) and (iv) of Section 5.01 and Sections 4.03 through 4.12, and clause (c) of Section 6.01 with respect to clauses (iii) and (iv) of Section 5.01 and clauses (d), (e) and (h) of Section 6.01 shall be deemed not to be Events of Default, in each case with respect to the outstanding Securities if: (i) the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10) and conveyed all right, title and interest to the Trustee for the benefit of the Holders, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, specifically pledged to the Trustee for the benefit of the Holders as security for payment of the principal of, premium, if any, and interest, if any, on the Securities, and dedicated solely to, the benefit of the Holders, in and to (A) money in an amount, (B) U.S. Government Obligations that, through the payment of interest and principal in respect thereof in accordance with their terms, will provide, not later than one day before the due date of any payment referred to in this clause (i), money in an amount or (C) a combination thereof in an amount sufficient, 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, without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, the principal of, premium, if any, and interest on the outstanding Securities at Final Maturity; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to the payment of such principal, premium, if any, and interest with respect to the Securities; (ii) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Guarantor, the Company or any of its Subsidiaries is a party or by which it is bound; (iii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (iv) the Company has delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the holders of Securities over the other creditors of the Company or any Guarantor with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or such Guarantor or others; (v) the Company has delivered to the Trustee an Opinion of Counsel to the effect that (A) the creation of the defeasance trust does not violate the Investment Company Act of 1940, (B) the Holders have a valid first-priority security interest in the trust funds, (C) the Holders will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and the defeasance of the obligations referred to in the first paragraph of this Section 8.03 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 and defeasance had not occurred, and (D) after the passage of 123 days following the deposit (except, with respect to any trust funds for the account of any Holder who may be deemed to be an “insider” for purposes of the United States Bankruptcy Code, after one year following the 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 or the Guarantor under either such statute, and either (1) the trust funds will no longer remain the property of the Company or the Guarantor (and therefore will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally) or (2) if a court were to rule under any such law in any case or proceeding that the trust funds remained the property of the Company or the Guarantor (x) assuming such trust funds remained in the possession of the Trustee prior to such court ruling to the extent not paid to the Holders, the Trustee will hold, for the benefit of the Holders, a valid and perfected security interest in such trust funds that is not avoidable in bankruptcy or otherwise (except for the effect of Section 552(b) of the United States Bankruptcy Code on interest on the trust funds accruing after the commencement of a case under such statute), (y) the Holders will be entitled to receive adequate protection of their interests in such trust funds if such trust funds are used in such case or proceeding and (z) no property, rights in property or other interests granted to the Trustee or the Holders in exchange for, or with respect to, such trust funds will be subject to any prior rights of holders of other Indebtedness of the Guarantor, the Company or any of its Subsidiaries; (vi) if the Securities are then listed on a national securities exchange, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that such deposit and defeasance will not cause the Securities to be delisted; and (vii) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 8.03 have been complied with. Notwithstanding any discharge or release of any obligations under this Indenture pursuant to this Section 8.03, the Company’s and Guarantor’s obligations in Sections 2.04, 2.05, 2.06, 2.09, 7.07, 8.04, 8.05 and 8.06 shall survive until such time as the Securities have been paid in full. Thereafter, the Company’s and Guarantor’s obligations in Sections 7.07, 8.05 and 8.06 shall survive.

Defeasance of Certain Obligations. The Company and the Guarantor may omit to comply with any term, provision or condition set forth in, and this Indenture will no longer be in clauses (iiieffect with respect to, any covenant established pursuant to Section 2.3(s) and Section 7.1(h) (ivwith respect to any covenants established pursuant to Section 2.3(s)) of Section 5.01 and Sections 4.03 through 4.12, and clause (c) of Section 6.01 with respect to clauses (iii) and (iv) of Section 5.01 and clauses (d), (e) and (h) of Section 6.01 7.1 shall be deemed not to be Events constitute a Default or an Event of Default, in each case Default with respect to the outstanding Securities of any series, if: (ia) with reference to this Section 10.6, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.107.13) and conveyed all right, title and interest to the Trustee for the benefit of the Holders, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, for the purposes of making the following payments, specifically pledged to the Trustee for the benefit of the Holders as security for payment of the principal of, premium, if any, and interest, if any, on the Securitiesfor, and dedicated solely to, the benefit benefits of the HoldersHolders of the Securities of such series, in and to (Ai) money in an amount, (Bii) U.S. Government Obligations that, which through the payment of interest and principal in respect thereof in accordance with their terms, terms will provide, provide not later than one day before the due date of any payment referred to below in this clause (ia), money in an amount or (Ciii) a combination thereof thereof, in an amount each case sufficient, in the written opinion of a an nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable thereof, and which shall be applied by the Trustee, Trustee to pay and discharge all of the principal Principal of, premium, if any, and each installment of interest on the outstanding Securities at Final Maturity; provided that of such series on the maturity or due dates thereof or if the Company has made irrevocable arrangements satisfactory to the Trustee shall have been irrevocably instructed to apply such money or for the proceeds giving of such U.S. Government Obligations to notice of redemption by the payment of such principalTrustee, premiumthe redemption date, if any, and interest with respect to as the Securitiescase may be; (ii) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Guarantor, the Company or any of its Subsidiaries is a party or by which it is bound; (iii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (iv) the Company has delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the holders of Securities over the other creditors of the Company or any Guarantor with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or such Guarantor or others; (vb) the Company has delivered to the Trustee an Opinion of Counsel to the effect that (A) the creation of the defeasance trust does not violate the Investment Company Act Act; (c) immediately after giving effect to such deposit on a pro forma basis, no Event of 1940Default, of event that after the giving of notice or lapse of time or both would become an Event of Default, and such deposit shall not result in a breach or violation of, or constitute a default under, any other material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (Bd) the Company has delivered to the Trustee an Opinion of Counsel to the effect that Holders have a valid first-priority security interest in the trust funds, (C) the Holders of Securities of such series will not recognize income, gain or loss for United States U.S. federal income tax purposes as a result of such deposit and the defeasance Company’s exercise of the obligations referred to in the first paragraph of its option under this Section 8.03 10.6 and will be subject to United States U.S. 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 and defeasance had not occurred, and (D) after the passage of 123 days following the deposit (except, with respect to any trust funds for the account of any Holder who may be deemed to be an “insider” for purposes of the United States Bankruptcy Code, after one year following the 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 or the Guarantor under either such statute, and either (1) the trust funds will no longer remain the property of the Company or the Guarantor (and therefore will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally) or (2) if a court were to rule under any such law in any case or proceeding that the trust funds remained the property of the Company or the Guarantor (x) assuming such trust funds remained in the possession of the Trustee prior to such court ruling to the extent not paid to the Holders, the Trustee will hold, for the benefit of the Holders, a valid and perfected security interest in such trust funds that is not avoidable in bankruptcy or otherwise (except for the effect of Section 552(b) of the United States Bankruptcy Code on interest on the trust funds accruing after the commencement of a case under such statute), (y) the Holders will be entitled to receive adequate protection of their interests in such trust funds if such trust funds are used in such case or proceeding and (z) no property, rights in property or other interests granted to the Trustee or the Holders in exchange for, or with respect to, such trust funds will be subject to any prior rights of holders of other Indebtedness of the Guarantor, the Company or any of its Subsidiaries; (vie) if the Securities are then listed on a national securities exchange, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that such deposit and defeasance will not cause the Securities to be delisted; and (vii) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by under this Section 8.03 have been complied with. Notwithstanding any discharge ; and (f) if the Securities of such series are to be redeemed prior to the final maturity thereof (other than from mandatory sinking fund payments or release analogous payments), notice of any obligations under this Indenture such redemption shall have been duly given pursuant to this Section 8.03, Indenture or provision therefor satisfactory to the Company’s and Guarantor’s obligations in Sections 2.04, 2.05, 2.06, 2.09, 7.07, 8.04, 8.05 and 8.06 Trustee shall survive until such time as the Securities have been paid in full. Thereafter, the Company’s and Guarantor’s obligations in Sections 7.07, 8.05 and 8.06 shall survivemade.

Defeasance of Certain Obligations. The Company and the Guarantor may omit to comply with any term, provision or condition set forth in, and this Indenture will no longer be in clauses (iiieffect with respect to, any covenant established pursuant to Section 2.03(s) and Section 7.01(c) and Section 7.01(f) (iv) of Section 5.01 and Sections 4.03 through 4.12, and clause (c) of Section 6.01 with respect to clauses (iiiany covenants established pursuant to Section 2.03(s)) and (iv) of Section 5.01 and clauses (d), (e) and (h) of Section 6.01 shall be deemed not to be Events constitute a Default or an Event of Default, in each case Default with respect to the outstanding Securities of any series, if: (ia) with reference to this Section 10.06, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.108.13) and conveyed all right, title and interest to the Trustee for the benefit of the Holders, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, for the purposes of making the following payments, specifically pledged to the Trustee for the benefit of the Holders as security for payment of the principal of, premium, if any, and interest, if any, on the Securitiesfor, and dedicated solely to, the benefit benefits of the HoldersHolders of the Securities of such series, in and to (Ai) money in an amount, (Bii) U.S. Government Obligations that, which through the payment of interest and principal in respect thereof in accordance with their terms, terms will provide, provide not later than one day before the due date of any payment referred to below in this clause (ia), money in an amount or (Ciii) a combination thereof in an amount sufficientthereof, in each case sufficient as certified by the opinion chief financial officer of a nationally recognized firm of independent public accountants expressed the Company in a written certification thereof delivered to the Trustee, to pay and discharge, without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable thereof, and which shall be applied by the Trustee, Trustee to pay and discharge all of the principal Principal of, premium, if any, and each installment of interest on the outstanding Securities at Final Maturity; provided that of such series on the maturity or due dates thereof or if the Company has made irrevocable arrangements satisfactory to the Trustee shall have been irrevocably instructed to apply such money or for the proceeds giving of such U.S. Government Obligations to notice of redemption by the payment of such principalTrustee, premiumthe redemption date, if any, and interest with respect to as the Securitiescase may be; (ii) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Guarantor, the Company or any of its Subsidiaries is a party or by which it is bound; (iii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (iv) the Company has delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the holders of Securities over the other creditors of the Company or any Guarantor with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or such Guarantor or others; (vb) the Company has delivered to the Trustee an Opinion of Counsel to the effect that (A) the creation of the defeasance trust does not violate the Investment Company Act of 1940, as amended; (Bc) immediately after giving effect to such deposit on a pro forma basis, no Event of Default, of event that after the giving of notice or lapse of time or both would become an Event of Default, and such deposit shall not result in a breach or violation of, or constitute a default under, any other material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (d) the Company has delivered to the Trustee an Opinion of Counsel to the effect that Holders have a valid first-priority security interest in the trust funds, (C) the Holders of Securities of such series will not recognize income, gain or loss for United States U.S. federal income tax purposes as a result of such deposit and the defeasance Company’s exercise of the obligations referred to in the first paragraph of its option under this Section 8.03 10.06 and will be subject to United States U.S. 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 and defeasance had not occurred, and (D) after the passage of 123 days following the deposit (except, with respect to any trust funds for the account of any Holder who may be deemed to be an “insider” for purposes of the United States Bankruptcy Code, after one year following the 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 or the Guarantor under either such statute, and either (1) the trust funds will no longer remain the property of the Company or the Guarantor (and therefore will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally) or (2) if a court were to rule under any such law in any case or proceeding that the trust funds remained the property of the Company or the Guarantor (x) assuming such trust funds remained in the possession of the Trustee prior to such court ruling to the extent not paid to the Holders, the Trustee will hold, for the benefit of the Holders, a valid and perfected security interest in such trust funds that is not avoidable in bankruptcy or otherwise (except for the effect of Section 552(b) of the United States Bankruptcy Code on interest on the trust funds accruing after the commencement of a case under such statute), (y) the Holders will be entitled to receive adequate protection of their interests in such trust funds if such trust funds are used in such case or proceeding and (z) no property, rights in property or other interests granted to the Trustee or the Holders in exchange for, or with respect to, such trust funds will be subject to any prior rights of holders of other Indebtedness of the Guarantor, the Company or any of its Subsidiaries; (vie) if the Securities are then listed on a national securities exchange, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that such deposit and defeasance will not cause the Securities to be delisted; and (vii) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by under this Section 8.03 have been complied with. Notwithstanding any discharge ; and (f) if the Securities of such series are to be redeemed prior to the final maturity thereof (other than from mandatory sinking fund payments or release analogous payments), notice of any obligations under this Indenture such redemption shall have been duly given pursuant to this Section 8.03, Indenture or provision therefor satisfactory to the Company’s and Guarantor’s obligations in Sections 2.04, 2.05, 2.06, 2.09, 7.07, 8.04, 8.05 and 8.06 Trustee shall survive until such time as the Securities have been paid in full. Thereafter, the Company’s and Guarantor’s obligations in Sections 7.07, 8.05 and 8.06 shall survivemade.

Defeasance of Certain Obligations. The Company and the Guarantor may omit to comply with any term, provision or condition set forth in clauses (iii) and (iv) of Section 5.01 and Sections 4.03 4.02 through 4.124.17, and clause clauses (c) and (d) of Section 6.01 with respect to and clauses (iii) and (iv) of Section 5.01 and Sections 4.02 through 4.17, and clauses (d), (e) and (hf) of Section 6.01 shall be deemed not to be Events of Default, in each case with respect to the outstanding Securities Notes if: (i) the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10) and conveyed all right, title and interest to the Trustee for the benefit of the Holders, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, specifically pledged to the Trustee for the benefit of the Holders as security for payment of the principal of, premium, if any, and interest, if any, on the Securities, and dedicated solely to, the benefit of the Holders, in and to (A) money in an amount, (B) and/or U.S. Government Obligations that, through the payment of interest and principal in respect thereof in accordance with their terms, will provide, not later than one day before the due date of any payment referred to in this clause (i), money in an amount or (C) a combination thereof in an amount sufficient, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, Trustee to pay and discharge, without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, the principal of, premium, if any, and accrued interest on the outstanding Securities at Final Maturity; provided that Notes on the Stated Maturity of such payments or upon earlier redemption in accordance with the terms of this Indenture and the Notes and shall have irrevocably instructed the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to the payment of such principal, premium, if any, premium and interest with respect to the Securitiesinterest; (ii) immediately after giving effect to such deposit will on a pro forma basis, no Event of Default, or event that after the giving of notice or lapse of time or both would become an Event of Default, shall have occurred and be continuing on the date of such deposit or during the period ending on the 123rd day after the date of such deposit, and such deposit 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 Guarantor, the Company or any of its Subsidiaries is a party or by which it the Company or any of its Subsidiaries is bound;; 72 66 (iii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (iv) the Company has delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the holders of Securities over the other creditors of the Company or any Guarantor with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or such Guarantor or others; (vx) the Company has delivered to the Trustee an Opinion of Counsel to the effect that (A) the creation of the defeasance trust does not violate the Investment Company Act of 1940, 1940 and (B) the Holders have a valid first-priority security interest in the trust funds, (C) the Holders will not recognize income, gain or loss for United States federal Bermuda income tax or other tax purposes as a result of such deposit and the defeasance of the obligations referred to in the first paragraph certain obligations, disregarding income tax on any amounts that would have been received but for such exercise of its option under this Section 8.03 8.03, 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 deposit, defeasance and defeasance discharge had not occurred, occurred and (DC) after the passage of 123 days following the deposit (except, with respect to any trust funds for the account of any Holder who may be deemed to be an “"insider” " for purposes of the United States Bankruptcy Code, after one year following the deposit), the trust funds will not be subject to the effect of S▇▇▇Sect▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy ▇▇▇kruptcy Code or Section 15 of the New York Debtor and Creditor Law in a case commenced by or against the Company or the Guarantor under either such statute, and (y) either (1A) the trust funds will no longer remain the property an Opinion of the Company or the Guarantor (and therefore will not be subject Counsel to the effect of any applicable bankruptcythat Holders will not recognize income, insolvency, reorganization gain or similar laws affecting creditors’ rights generally) loss for U.S. income tax or (2) if other tax purposes as a court were to rule under any such law in any case or proceeding that the trust funds remained the property result of the Company or the Guarantor (x) assuming such trust funds remained in the possession Company's exercise of the Trustee prior to such court ruling to the extent not paid to the Holders, the Trustee will hold, for the benefit of the Holders, a valid its option under this Section 8.02 and perfected security interest in such trust funds that is not avoidable in bankruptcy or otherwise (except for the effect of Section 552(b) of the United States Bankruptcy Code on interest on the trust funds accruing after the commencement of a case under such statute), (y) the Holders will be entitled to receive adequate protection of their interests in such trust funds if such trust funds are used in such case or proceeding and (z) no property, rights in property or other interests granted to the Trustee or the Holders in exchange for, or with respect to, such trust funds will be subject to any prior rights income tax on the same amount and in the same manner and at the same time as would have been the case if such option had not been exercised, which Opinion of holders Counsel must be based upon (and accompanied by a copy of) a ruling published by the Internal Revenue Service to the same effect unless there has been a change in applicable federal income tax law after the Closing Date such that a ruling is no longer required or (B) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of other Indebtedness of the Guarantor, the Company or any of its SubsidiariesCounsel; (viiv) if at such time the Securities Notes are then listed on a national securities exchange, the Company shall have has delivered to the Trustee an Opinion of Counsel to the effect that such deposit and defeasance the Notes will not cause the Securities to be delisteddelisted as a result of such deposit, defeasance and discharge; and (viiv) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 8.03 have been complied with. Notwithstanding any discharge or release of any obligations under this Indenture pursuant to this Section 8.03, the Company’s and Guarantor’s obligations in Sections 2.04, 2.05, 2.06, 2.09, 7.07, 8.04, 8.05 and 8.06 shall survive until such time as the Securities have been paid in full. Thereafter, the Company’s and Guarantor’s obligations in Sections 7.07, 8.05 and 8.06 shall survive.

Defeasance of Certain Obligations. The Company and the Guarantor may omit to comply with any term, provision or condition set forth in clauses (iii) and (iv) of Section 5.01 and Sections 4.03 through 4.12, and clause (c) of Section 6.01 with respect to clauses (iii) and (iv) of Section 5.01 and clauses (d), (e) and (h) of Section 6.01 shall be deemed not to be Events of Default, in each case with respect to the outstanding Securities if: (i) the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10) and conveyed all right, title and interest to the Trustee for the benefit of the Holders, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, specifically pledged to the Trustee for the benefit of the Holders as security for payment of the principal of, premium, if any, and interest, if any, on the Securities, and dedicated solely to, the benefit of the Holders, in and to (A) money in an amount, (B) U.S. Government Obligations that, through the payment of interest and principal in respect thereof in accordance with their terms, will provide, not later than one day before the due date of any payment referred to in this clause (i), money in an amount or (C) a combination thereof in an amount sufficient, 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, without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, the principal of, premium, if any, and interest on the outstanding Securities at Final Maturity; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to the payment of such principal, premium, if any, and interest with respect to the Securities; (ii) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Guarantor, the Company or any of its Subsidiaries is a party or by which it is bound; (iii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (iv) the Company has delivered to the Trustee an Officers’ ' Certificate stating that the deposit was not made by the Company with the intent of preferring the holders of Securities over the other creditors of the Company or any Guarantor with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or such Guarantor or others; (v) the Company has delivered to the Trustee an Opinion of Counsel to the effect that (A) the creation of the defeasance trust does not violate the Investment Company Act of 1940, (B) the Holders have a valid first-priority security interest in the trust funds, (C) the Holders will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and the defeasance of the obligations referred to in the first paragraph of this Section 8.03 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 and defeasance had not occurred, and (D) after the passage of 123 days following the deposit (except, with respect to any trust funds for the account of any Holder who may be deemed to be an “"insider” " for purposes of the United States Bankruptcy Code, after one year following the 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 or the Guarantor under either such statute, and either (1) the trust funds will no longer remain the property of the Company or the Guarantor (and therefore will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ ' rights generally) or (2) if a court were to rule under any such law in any case or proceeding that the trust funds remained the property of the Company or the Guarantor (x) assuming such trust funds remained in the possession of the Trustee prior to such court ruling to the extent not paid to the Holders, the Trustee will hold, for the benefit of the Holders, a valid and perfected security interest in such trust funds that is not avoidable in bankruptcy or otherwise (except for the effect of Section 552(b) of the United States Bankruptcy Code on interest on the trust funds accruing after the commencement of a case under such statute), (y) the Holders will be entitled to receive adequate protection of their interests in such trust funds if such trust funds are used in such case or proceeding and (z) no property, rights in property or other interests granted to the Trustee or the Holders in exchange for, or with respect to, such trust funds will be subject to any prior rights of holders of other Indebtedness of the Guarantor, the Company or any of its Subsidiaries; (vi) if the Securities are then listed on a national securities exchange, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that such deposit and defeasance will not cause the Securities to be delisted; and (vii) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 8.03 have been complied with. Notwithstanding any discharge or release of any obligations under this Indenture pursuant to this Section 8.03, the Company’s 's and Guarantor’s 's obligations in Sections 2.04, 2.05, 2.06, 2.09, 7.07, 8.04, 8.05 and 8.06 shall survive until such time as the Securities have been paid in full. Thereafter, the Company’s 's and Guarantor’s 's obligations in Sections 7.07, 8.05 and 8.06 shall survive.

Defeasance of Certain Obligations. The Company and the Guarantor may omit to comply with any term, provision or condition set forth in clauses (iii) and (iv) of Section 5.01 and Sections 4.03 4.02 through 4.124.17, and clause clauses (c) and (d) of Section 6.01 with respect to and clauses (iii) and (iv) of Section 5.01 and Sections 4.02 through 4.17, and clauses (d), (e) and (hf) of Section 6.01 shall be deemed not to be Events of Default, in each case with respect to the outstanding Securities Notes if: (i) the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10) and conveyed all right, title and interest to the Trustee for the benefit of the Holders, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, specifically pledged to the Trustee for the benefit money and/or Federal Republic of the Holders as security for payment of the principal of, premium, if any, and interest, if any, on the Securities, and dedicated solely to, the benefit of the Holders, in and to (A) money in an amount, (B) U.S. Government Germany Obligations that, through the payment of interest and principal in respect thereof in accordance with their terms, will provide, not later than one day before the due date of any payment referred to in this clause (i), money in an amount or (C) a combination thereof in an amount sufficient, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, Trustee to pay and discharge, without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, the principal of, premium, if any, and accrued interest on the outstanding Securities at Final Maturity; provided that Notes on the Stated Maturity of such payments or upon earlier redemption in accordance with the terms of 168 68 this Indenture and the Notes and shall have irrevocably instructed the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to the payment of such principal, premium, if any, premium and interest with respect to the Securitiesinterest; (ii) immediately after giving effect to such deposit will on a pro forma basis, no Event of Default, or event that after the giving of notice or lapse of time or both would become an Event of Default, shall have occurred and be continuing on the date of such deposit or during the period ending on the 123rd day after the date of such deposit, and such deposit 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 Guarantor, the Company or any of its Subsidiaries is a party or by which it the Company or any of its Subsidiaries is bound; (iii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (iv) the Company has delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the holders of Securities over the other creditors of the Company or any Guarantor with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or such Guarantor or others; (vx) the Company has delivered to the Trustee an Opinion of Counsel to the effect that (A) the creation of the defeasance trust does not violate the Investment Company Act of 1940, 1940 and (B) the Holders have a valid first-priority security interest in the trust funds, (C) the Holders will not recognize income, gain or loss for United States federal Bermuda income tax or other tax purposes as a result of such deposit and the defeasance of the obligations referred to in the first paragraph certain obligations, disregarding income tax on any amounts that would have been received but for such exercise of its option under this Section 8.03 8.03, 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 deposit, defeasance and defeasance discharge had not occurred, occurred and (DC) after the passage of 123 days following the deposit (except, with respect to any trust funds for the account of any Holder who may be deemed to be an “"insider” " for purposes of the United States Bankruptcy Code, after one year following the deposit), the trust funds will not be subject to the effect of S▇▇▇Sect▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy ▇▇▇kruptcy Code or Section 15 of the New York Debtor and Creditor Law in a case commenced by or against the Company or the Guarantor under either such statute, and (y) either (1A) the trust funds will no longer remain the property an Opinion of the Company or the Guarantor (and therefore will not be subject Counsel to the effect of any applicable bankruptcythat Holders will not recognize income, insolvency, reorganization gain or similar laws affecting creditors’ rights generally) loss for U.S. income tax or (2) if other tax purposes as a court were to rule under any such law in any case or proceeding that the trust funds remained the property result of the Company or the Guarantor (x) assuming such trust funds remained in the possession Company's exercise of the Trustee prior to such court ruling to the extent not paid to the Holders, the Trustee will hold, for the benefit of the Holders, a valid its option under this Section 8.02 and perfected security interest in such trust funds that is not avoidable in bankruptcy or otherwise (except for the effect of Section 552(b) of the United States Bankruptcy Code on interest on the trust funds accruing after the commencement of a case under such statute), (y) the Holders will be entitled to receive adequate protection of their interests in such trust funds if such trust funds are used in such case or proceeding and (z) no property, rights in property or other interests granted to the Trustee or the Holders in exchange for, or with respect to, such trust funds will be subject to any prior rights income tax on the same amount and in the same manner and at the same time as would have been the case if such option had not been exercised, which Opinion of holders Counsel must be based upon (and accompanied by a copy of) a ruling published by the Internal Revenue Service to the same effect unless there has been a change in applicable federal income tax law after the Closing Date such that a ruling is no longer required or (B) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of other Indebtedness of the Guarantor, the Company or any of its SubsidiariesCounsel; (viiv) if at such time the Securities Notes are then listed on a national securities exchange, the Company shall have has delivered to the Trustee an Opinion of Counsel to the effect that such deposit and defeasance the Notes will not cause the Securities to be delisteddelisted as a result of such deposit, defeasance and discharge; and (viiv) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for 169 69 herein relating to the defeasance contemplated by this Section 8.03 have been complied with. Notwithstanding any discharge or release of any obligations under this Indenture pursuant to this Section 8.03, the Company’s and Guarantor’s obligations in Sections 2.04, 2.05, 2.06, 2.09, 7.07, 8.04, 8.05 and 8.06 shall survive until such time as the Securities have been paid in full. Thereafter, the Company’s and Guarantor’s obligations in Sections 7.07, 8.05 and 8.06 shall survive.

Defeasance of Certain Obligations. The Company and the Guarantor may omit to comply with any term, provision or condition set forth in clauses (iii) and (iv) of Section 5.01 and Sections 4.03 through 4.124.13, and clause (c) of Section 6.01 with respect to clauses (iii) and (iv) of Section 5.01 and Sections 4.03 through 4.13, and clauses (d), (e) and (he) of Section 6.01 shall be deemed not to be Events of Default, in each case with respect to the outstanding Securities if: (i) the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10) and conveyed all right, title and interest to the Trustee for the benefit of the Holders, under the terms of an irrevocable trust agreement in form and substance satisfactory to the 66 59 Trustee as trust funds in trust, specifically pledged to the Trustee for the benefit of the Holders as security for payment of the principal of, premium, if any, and interest, if any, on the Securities, and dedicated solely to, the benefit of the Holders, in and to (A) money in an amount, (B) U.S. Government Obligations that, through the payment of interest and principal in respect thereof in accordance with their terms, will provide, not later than one day before the due date of any payment referred to in this clause (i), money in an amount or (C) a combination thereof in an amount sufficient, 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, without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, the principal of, premium, if any, and interest on the outstanding Securities at Final Maturityon the Stated Maturity of such principal or interest; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to the payment of such principal, premium, if any, and interest with respect to the Securities; (ii) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Guarantor, the Company or any of its respective Subsidiaries is a party or by which it is bound; (iii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (iv) the Company has delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the holders of Securities over the other creditors of the Company or any Guarantor with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or such Guarantor or others; (v) the Company has delivered to the Trustee an Opinion of Counsel to the effect that (A) the creation of the defeasance trust does not violate the Investment Company Act of 1940, (B) the Holders have a valid first-priority security interest in the trust funds, (C) the Holders will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and the defeasance of the obligations referred to in the first paragraph of this Section 8.03 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 and defeasance had not occurred, (D) the Holders will not recognize income, gain or loss for Canadian federal, provincial or territorial income tax or other tax purposes as a result of such deposit and the defeasance of the obligations referred to in the first paragraph of this Section 8.03 and will be subject to Canadian federal or provincial income tax and other tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred and (DE) after the passage of 123 days following the deposit (except, with respect to any trust funds for the account of any Holder who may be deemed to be an “"insider” " for purposes of the United States Bankruptcy Code, after one year following the deposit), the trust funds will not be subject to the effect of S▇▇▇Sect▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy ▇▇▇kruptcy Code or Section 15 of the New York Debtor and Creditor Law in a case commenced by or against the Company or the Guarantor under either such statute, and either (1) the trust funds will no longer remain the property of the Company or the Guarantor (and therefore will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ ' 67 60 rights generally) or (2) if a court were to rule under any such law in any case or proceeding that the trust funds remained the property of the Company or the Guarantor (x) assuming such trust funds remained in the possession of the Trustee prior to such court ruling to the extent not paid to the Holders, the Trustee will hold, for the benefit of the Holders, a valid and perfected security interest in such trust funds that is not avoidable in bankruptcy or otherwise (except for the effect of Section 552(b) of the United States Bankruptcy Code on interest on the trust funds accruing after the commencement of a case under such statute), (y) the Holders will be entitled to receive adequate protection of their interests in such trust funds if such trust funds are used in such case or proceeding and (z) no property, rights in property or other interests granted to the Trustee or the Holders in exchange for, or with respect to, such trust funds will be subject to any prior rights of holders of other Indebtedness of the Guarantor, the Company or any of its Subsidiaries; (viv) if the Securities are then listed on a national securities exchange, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that such deposit and defeasance will not cause the Securities to be delisted; (vi) such deposit and defeasance is not prohibited by Article Eleven; and (vii) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 8.03 have been complied with. Notwithstanding any discharge or release of any obligations under this Indenture pursuant to this Section 8.03, the Company’s and Guarantor’s obligations in Sections 2.04, 2.05, 2.06, 2.09, 7.07, 8.04, 8.05 and 8.06 shall survive until such time as the Securities have been paid in full. Thereafter, the Company’s and Guarantor’s obligations in Sections 7.07, 8.05 and 8.06 shall survive.