Common use of Defeasance Clause in Contracts

Defeasance. Provided that the same has been duly authorized with respect to Securities of a particular series pursuant to Section 3.01(11), if, at any time after the date hereof, the Company shall deposit with the Trustee, in trust for the benefit of the Holders thereof, (i) funds sufficient to pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together with the income thereon without consideration of any reinvestment thereof, be sufficient to pay all sums due for the principal of (and premium, if any) and interest, if any, on the Securities of such series, as they shall become due from time to time, and shall pay all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) the Company's obligations, as the case may be, with respect to Securities of such series under Sections 3.05, 3.06 and 11.02, (ii) rights of Holders to receive payments of the principal of (and premium, if any) and interest, if any, on the Securities of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect to the amounts so deposited with the Trustee, (iii) rights of conversion of any Security, the terms of which provide for conversion (which shall continue in full force and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such terms), and (iv) the rights, obligations and immunities of the Trustee hereunder (for which purposes the Securities of such series shall be deemed outstanding)), and the Trustee, on the written request of the Company, accompanied by the Officer's Certificate and Opinion of Counsel required by Section 1.02, shall execute and deliver to the Company such instruments as shall be requisite to evidence the satisfaction thereof with respect to Securities of such series.

Defeasance. Provided that Except as provided below, the same has been duly authorized Company will be deemed to have paid and will be discharged from any and all obligations in respect of the Securities of any series and the provisions of this Indenture will no longer be in effect with respect to the Securities of a particular such series pursuant to Section 3.01(11), if, at any time after the date hereof, the Company shall deposit with (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same); provided that the following conditions shall have been satisfied: (a) the Company has irrevocably deposited in trust with the Trustee as trust funds solely for the benefit of the Holders thereofof the Securities of such series, (i) funds sufficient to pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together with for payment of the income thereon without consideration Principal of any reinvestment thereof, be sufficient to pay all sums due for the principal of (and premium, if any) and interest, if any, interest on the Securities of such series, as they shall become due from time money or U.S. Government Obligations or a combination thereof sufficient (unless such funds consist solely of money, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to timethe Trustee) without consideration of any reinvestment and after payment of all federal, state and shall pay all costs, local taxes or other charges and expenses incurred or to be incurred assessments in respect thereof payable by the Trustee in relation thereto or in carrying out Trustee, to pay and discharge the provisions Principal of this Indenture, this Indenture shall cease to be of further effect with respect to and accrued interest on the outstanding Securities of such series to maturity or earlier redemption (except as irrevocably provided for under arrangements satisfactory to (i) the Company's obligationsTrustee), as the case may be; (b) 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; (c) no Default with respect to Securities of such series under Sections 3.05, 3.06 and 11.02, (ii) rights of Holders to receive payments of the principal of (and premium, if any) and interest, if any, on the Securities of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect to the amounts so deposited with the Trustee, (iii) rights of conversion of any Security, the terms of which provide for conversion (which shall continue in full force and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such terms), and (iv) the rights, obligations and immunities of the Trustee hereunder (for which purposes the Securities of such series shall have occurred and be deemed outstanding)), and the Trustee, continuing on the written request date of such deposit; (d) the Company shall have delivered to the Trustee (i) either (x) a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company, accompanied by 's exercise of its option under this Section 8.02 and will be subject to federal income tax on the Officer's Certificate 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 or (y) an Opinion of Counsel required by Section 1.02, shall execute and deliver to the same effect as the ruling described in clause (x) above and (ii) an Opinion of Counsel to the effect that the Holders of the Securities of such series have a valid security interest in the trust funds subject to no prior liens under the UCC; and (e) 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 8.02 of the Securities of such instruments as shall be requisite to evidence the satisfaction thereof series have been complied with. The Company's obligations in Sections 2.02 through 2.12, 4.02, 7.07, 7.08 and 8.05 with respect to the Securities of such seriesseries shall survive until such Securities are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07 and 8.05 shall survive.

Defeasance. Provided that the same has The Company shall be deemed to have been duly authorized discharged from its obligations with respect to Securities all of a particular series pursuant to Section 3.01(11), if, at any time after the outstanding Debentures on the date of the deposit referred to in subparagraph (A) hereof, the Company shall deposit with the Trustee, in trust for the benefit of the Holders thereof, (i) funds sufficient to pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together with the income thereon without consideration of any reinvestment thereof, be sufficient to pay all sums due for the principal of (and premium, if any) and interest, if any, on the Securities of such series, as they shall become due from time to time, and shall pay all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, this Indenture as it relates to such outstanding Debentures, shall cease no longer be in effect (and the Trustee, at the expense of the Company, shall, upon the request of the Company, execute proper instruments supplied to be of further effect with respect to Securities of such series (it by the Company acknowledging the same), except as to to: (i) the Company's obligations, as the case may be, with respect to Securities of such series under Sections 3.05, 3.06 and 11.02, (ii) rights of Holders of Debentures to receive receive, solely from the trust funds described in subparagraph (A) hereof, payments of the principal of (and premium, if any) and interest, if any, or interest on the Securities of outstanding Debentures on the date such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect to the amounts so deposited with the Trustee, payments are due; and (iii) rights of conversion of any Security, the terms of which provide for conversion (which shall continue in full force and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such terms), and (ivii) the rights, obligations powers, trust and immunities of the Trustee hereunder hereunder; provided that the following conditions shall have been satisfied: (A) the Company shall have deposited, or caused to be deposited, irrevocably with the Trustee, under the terms of an escrow trust agreement satisfactory to the Trustee, as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of the Debentures, cash in U.S. dollars and/or Eligible Instruments (including U.S. Government Obligations) which purposes through the Securities payment of interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, 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 principal of and interest on all the Debentures on the dates such payments of principal or interest are due and payable; (B) no Default or Event of Default with respect to the Debentures shall have occurred and be continuing on the date of such series deposit; (C) such deposit and the related intended consequences will not result in a breach or violation of, or constitute a default or event of default under, the Indenture or any other material indenture, agreement or other instrument binding upon the Company or its subsidiaries or any of their properties or assets; (D) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling (which ruling shall be deemed outstandingsatisfactory to the Trustee), or (2) since the date of execution of this First Supplemental Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders 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 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; (E) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (F) such deposit shall not result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act")), or such trust shall be qualified under such Act or exempt from regulation thereunder; and (G) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Trustee, on the written request defeasance contemplated by this Section 2.12 have been complied with. Notwithstanding a defeasance of the CompanyDebentures, accompanied by the Officer's Certificate and Opinion of Counsel required by Section 1.02, shall execute and deliver to the Company such instruments shall continue to have the right to cause a Remarketing of the Debentures so long as shall the amounts described above are expected to be requisite to evidence on deposit in the satisfaction thereof with respect to Securities escrow trust account as of such seriesadjusted date of maturity (i.e., 180 days following the Remarketing Date).

Defeasance. Provided that Except as provided below, the same has been duly authorized Company will be deemed to have paid and the Company and the Guarantor will be discharged from any and all obligations in respect of the Securities and the Guarantee thereof, and the provisions of this Indenture will no longer be in effect with respect to the Securities of a particular series pursuant to Section 3.01(11), if, at any time after and the date hereof, the Company shall deposit with Guarantee thereof (and the Trustee, at the expense of the Company and the Guarantor, shall execute proper instruments acknowledging the same); provided that the following conditions shall have been satisfied: (a) the Company or the Guarantor has irrevocably deposited in trust with the Trustee as trust funds solely for the benefit of the Holders thereofof the Securities, for payment of the Principal of, interest (iincluding Additional Interest, if any) funds on the Securities, and any other sum due hereunder, money sufficient to payor U.S. Government Obligations, which through the payment of principal and interest thereon will be sufficient, or a combination thereof sufficient (iiunless such funds consist solely of money, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee) U.S. Government Obligations (as defined below) as will, or will together with the income thereon without consideration of any reinvestment thereofand after payment of all federal, be sufficient state and local taxes or other charges and assessments in respect thereof payable by the Trustee, to pay all sums due for and discharge the principal Principal of and accrued interest (and premiumincluding Additional Interest, if any) and interest, if any, on the Securities of such seriesoutstanding Securities, and to pay any other sums due by it hereunder to maturity or earlier redemption (irrevocably provided for under arrangements satisfactory to the Trustee), as they shall become due from time to timethe case may be; (b) such deposit will not result in a breach or violation of, and shall pay all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indentureconstitute a default under, this Indenture shall cease or any other material agreement or instrument to be of further effect with respect to Securities of such series (except as to (i) which the Company's obligationsCompany or the Guarantor, as the case may be, with respect to Securities is a party or by which it is bound; (c) no Default shall have occurred and be continuing on the date of such series under Sections 3.05, 3.06 and 11.02, deposit; (iid) rights of the Company shall have delivered to the Trustee either (x) a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Holders to receive payments of the principal Securities will not recognize income, gain or loss for federal income tax purposes as a result of (such discharge under this Section 9.02 and premium, if any) and interest, if any, will be subject to 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 or (y) an Opinion of Counsel to the same effect as the ruling described in clause (x) above; and (e) 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 9.02 of the Securities of such series as they shall become due from time to time and other rights, duties and have been complied with. The obligations of Holders the Company and the Guarantor in Sections 2.02 through 2.12, 4.02, 8.07, 8.08 and 9.03, as beneficiaries hereof applicable, with respect to the amounts so deposited with Securities and the TrusteeGuarantee thereof shall survive until the Securities are no longer outstanding. Thereafter, (iii) rights of conversion of any Security, only the terms of which provide for conversion (which shall continue in full force and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such terms), and (iv) the rights, obligations and immunities of the Trustee hereunder (for which purposes the Securities of such series shall be deemed outstanding)), Company and the TrusteeGuarantor in Sections 8.07 and 9.03, on the written request of the Company, accompanied by the Officer's Certificate and Opinion of Counsel required by Section 1.02as applicable, shall execute and deliver to the Company such instruments as shall be requisite to evidence the satisfaction thereof with respect to Securities of such seriessurvive.

Defeasance. Provided If and when the Bonds secured hereby shall become due and payable in accordance with their terms or through redemption proceedings as provided in this Agreement, or otherwise, and the whole amount of the principal, or Redemption Price and the interest so due and payable upon all of the Bonds shall be paid, or provision shall have been made for the payment of the same, together with all other sums payable under this Agreement by the Company on behalf of the Authority, including all fees and expenses of the Trustee and the Authority, then and in that case, this Agreement and the same has lien created hereby shall be discharged and satisfied and the Authority shall be released from the covenants, agreements and obligations contained in this Agreement, and the Trustee shall assign and transfer to or upon the order of the Company all property (in excess of the amounts required for the foregoing) then held by the Trustee free and clear of any encumbrances and shall execute such documents as may be reasonably required by the Authority and the Company in this regard. Subject to the provisions of the above paragraph, when any of the Bonds shall have been duly authorized with respect to Securities of a particular series pursuant to Section 3.01(11), paid and if, at any the time after of such payment, all the date hereofcovenants and promises in such Bonds and in this Agreement required or contemplated to be kept, performed and observed by the Authority (or by the Company shall deposit with the Trustee, in trust for the benefit on behalf of the Holders thereofAuthority) or on its part on or prior to that time, (i) funds sufficient then this Agreement shall be considered to pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together with the income thereon without consideration of any reinvestment thereof, be sufficient to pay all sums due for the principal of (and premium, if any) and interest, if any, on the Securities have been discharged in respect of such series, as they shall become due from time to time, Bonds and shall pay all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, this Indenture such Bonds shall cease to be entitled to the lien of further effect with respect to Securities of this Agreement and such series (except lien and all covenants, agreements and other obligations hereunder shall cease, terminate, become void and be completely discharged as to (i) such Bonds. Notwithstanding the Company's obligationssatisfaction and discharge of this Agreement or the discharge of this Agreement in respect of any Bonds, as those provisions of this Agreement relating to the case may bematurity of the Bonds, interest payments and dates thereof, tender and exchange provisions, exchange and transfer of Bonds, replacement of mutilated, destroyed, lost or stolen Bonds, the safekeeping and cancellation of Bonds, nonpresentment of Bonds and the duties of the Trustee in connection with respect all of the foregoing, and compliance with the covenants contained in Section 8.07, shall remain in effect and shall be binding upon the Authority, the Trustee and the holders of the Bonds and the Trustee shall continue to Securities of such series under Sections 3.05, 3.06 and 11.02, (ii) rights of Holders be obligated to receive payments hold in trust any moneys or investments then held by the Trustee for the payment of the principal of, Redemption Price of (and premium, if any) and interest, if any, interest on the Securities of such series as they shall become due from time Bonds, to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect pay to the amounts Bondholders the funds so deposited with the Trustee, (iii) rights of conversion of any Security, the terms of which provide for conversion (which shall continue in full force and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such terms), and (iv) the rights, obligations and immunities of held by the Trustee hereunder (for which purposes the Securities of as and when such series shall be deemed outstanding)), and the Trustee, on the written request of the Company, accompanied by the Officer's Certificate and Opinion of Counsel required by Section 1.02, shall execute and deliver to the Company such instruments as shall be requisite to evidence the satisfaction thereof with respect to Securities of such seriespayment becomes due.

Defeasance. Provided that Except as provided below, the same has been duly authorized Company will be deemed to have paid and the Company and the Guarantor will be discharged from any and all obligations in respect of the Securities and the Guarantee thereof, and the provisions of this Indenture will no longer be in effect with respect to the Securities of a particular series pursuant to Section 3.01(11), if, at any time after and the date hereof, the Company shall deposit with Guarantee thereof (and the Trustee, at the expense of the Company and the Guarantor, shall execute proper instruments acknowledging the same); provided that the following conditions shall have been satisfied: (a) the Company or the Guarantor has irrevocably deposited in trust with the Trustee as trust funds solely for the benefit of the Holders thereofof the Securities, for payment of the Principal of, interest (iincluding Additional Interest, if any) funds on the Securities, and any other sum due hereunder, money sufficient to payor U.S. Government Obligations, which through the payment of principal and interest thereon will be sufficient, or a combination thereof sufficient (iiunless such funds consist solely of money, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee) U.S. Government Obligations (as defined below) as will, or will together with the income thereon without consideration of any reinvestment thereofand after payment of all federal, be sufficient state and local taxes or other charges and assessments in respect thereof payable by the Trustee, to pay all sums due for and discharge the principal Principal of and accrued interest (and premiumincluding Additional Interest, if any) and interest, if any, on the Securities of such seriesoutstanding Securities, and to pay any other sums due by it hereunder to maturity or earlier redemption (irrevocably provided for under arrangements satisfactory to the Trustee), as they shall become due from time to timethe case may be; (b) such deposit will not result in a breach or violation of, and shall pay all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indentureconstitute a default under, this Indenture shall cease or any other material agreement or instrument to be of further effect with respect to Securities of such series (except as to (i) which the Company's obligationsCompany or the Guarantor, as the case may be, with respect to Securities is a party or by which it is bound; (c) no Default shall have occurred and be continuing on the date of such series under Sections 3.05, 3.06 and 11.02, deposit; (iid) rights of the Company shall have delivered to the Trustee either (x) a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Holders to receive payments of the principal Securities will not recognize income, gain or loss for federal income tax purposes as a result of (such discharge under this Section 9.02 and premium, if any) and interest, if any, will be subject to 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 or (y) an Opinion of Counsel to the same effect as the ruling described in clause (x) above, which opinion must be based either on a change in applicable U.S. federal income tax laws or regulations occurring after the date hereof; and (e) 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 9.02 of the Securities of such series as they shall become due from time to time and other rights, duties and have been complied with. The obligations of Holders the Company and the Guarantor in Sections 2.02 through 2.12, 4.02, 8.07, 8.08 and 9.03, as beneficiaries hereof applicable, with respect to the amounts so deposited with Securities and the TrusteeGuarantee thereof shall survive until the Securities are no longer outstanding. Thereafter, (iii) rights of conversion of any Security, only the terms of which provide for conversion (which shall continue in full force and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such terms), and (iv) the rights, obligations and immunities of the Trustee hereunder (for which purposes the Securities of such series shall be deemed outstanding)), Company and the TrusteeGuarantor in Sections 8.07 and 9.03, on the written request of the Company, accompanied by the Officer's Certificate and Opinion of Counsel required by Section 1.02as applicable, shall execute and deliver to the Company such instruments as shall be requisite to evidence the satisfaction thereof with respect to Securities of such seriessurvive.

Defeasance. Provided that Upon the same has been duly authorized Company’s exercise of the option specified in Section 4.3 applicable to this Section with respect to the Securities of a particular series pursuant to Section 3.01(11), if, at any time after the date hereofseries, the Company shall deposit be deemed to have been discharged from its obligations with respect to such Securities and any coupons appertaining thereto (except as specified below) on the date the conditions set forth in Section 4.6 are satisfied (hereinafter “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, in trust for at the benefit expense of the Holders thereofCompany, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of such Securities and any coupons appertaining thereto to receive, solely from the trust funds sufficient to paydescribed in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, or (ii) U.S. Government Obligations (as defined below) as will, or will together with the income thereon without consideration payments in respect of any reinvestment thereof, be sufficient to pay all sums due for the principal of (and premium, if any) , and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; (ii) the Securities of such series, as they shall become due from time to time, and shall pay all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, this Indenture shall cease to be of further effect Company’s obligations with respect to such Securities of such series (except as to (i) the Company's obligationsunder Sections 3.4, as the case may be3.5, 3.6, 9.2 and 9.3 and with respect to Securities the payment of such series under Sections 3.05, 3.06 and 11.02, (ii) rights of Holders to receive payments of the principal of (and premium, if any) and interestAdditional Amounts, if any, on the Securities of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof payable with respect to the amounts so deposited with the Trustee, such Securities as specified pursuant to Section 3.1(b)(18); (iii) rights of conversion of any Security, the terms of which provide for conversion (which shall continue in full force and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such terms), and (iv) the rights, obligations powers, trusts, duties and immunities of the Trustee hereunder and (for which purposes the Securities of such series shall be deemed outstanding))iv) this Article 4. Subject to compliance with this Article 4, and the Trustee, on the written request of the Company, accompanied by the Officer's Certificate and Opinion of Counsel required by Section 1.02, shall execute and deliver to the Company such instruments as shall be requisite to evidence may exercise its option under this Section notwithstanding the satisfaction thereof prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such seriesSecurities may not be accelerated because of an Event of Default.

Defeasance. Provided that Except as provided below, the same has been duly authorized Company will be deemed to have paid, and the Company and the Guarantor will be discharged from any and all obligations in respect of, the Securities of any series and the Guarantee thereof, and the provisions of this Indenture will no longer be in effect with respect to the Securities of a particular such series pursuant to Section 3.01(11), if, at any time after and the date hereof, the Company shall deposit with Guarantee thereof (and the Trustee, at the expense of the Company and the Guarantor, shall execute proper instruments acknowledging the same); provided that the following conditions shall have been satisfied: (a) the Company or the Guarantor has irrevocably deposited in trust with the Trustee as trust funds solely for the benefit of the Holders thereof, (i) funds sufficient to pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together with the income thereon without consideration of any reinvestment thereof, be sufficient to pay all sums due for the principal of (and premium, if any) and interest, if any, on the Securities of such series, as they shall become due from time for payment of the Principal of, interest on and any Additional Amounts payable in respect of the Securities of such series, money or U.S. Government Obligations or a combination thereof sufficient (unless such funds consist solely of money, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to timethe Trustee) without consideration of any reinvestment and after payment of all federal, state and shall pay all costs, local taxes or other charges and expenses incurred or to be incurred assessments in respect thereof payable by the Trustee Trustee, to pay and discharge the Principal of, interest on and any Additional Amounts payable in relation thereto or in carrying out respect of the provisions of this Indenture, this Indenture shall cease to be of further effect with respect to outstanding Securities of such series to maturity or earlier redemption (except irrevocably provided for under arrangements satisfactory to the Trustee), as the case may be; (b) 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 (i) which the Company's obligationsCompany or the Guarantor, as the case may be, is a party or by which it is bound; (c) no Default with respect to Securities of such series under Sections 3.05, 3.06 and 11.02, (ii) rights of Holders to receive payments of the principal of (and premium, if any) and interest, if any, on the Securities of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect to the amounts so deposited with the Trustee, (iii) rights of conversion of any Security, the terms of which provide for conversion (which shall continue in full force and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such terms), and (iv) the rights, obligations and immunities of the Trustee hereunder (for which purposes the Securities of such series shall have occurred and be deemed outstanding)), and the Trustee, continuing on the written request date of such deposit; (d) the Company shall have delivered to the Trustee either (x) a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Holders of the CompanySecurities of such series will not recognize income, accompanied by gain or loss for federal income tax purposes as a result of such discharge under this Section 9.02 and will be subject to 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 or (y) an Opinion of Counsel to the same effect as the ruling described in clause (x) above; and (e) the Company has delivered to the Trustee an Officer's Certificate and an Opinion of Counsel required by Section 1.02Counsel, shall execute and deliver in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 9.02 of the Securities of such series have been complied with. The obligations of the Company such instruments and the Guarantor in Sections 2.02 through 2.12, 4.02, 8.07, 8.08, 9.04 and 9.05, as shall be requisite to evidence the satisfaction thereof applicable, with respect to the Securities of such seriesseries and the Guarantee thereof shall survive until such Securities are no longer outstanding. Thereafter, only the obligations of the Company and the Guarantor in Sections 8.07 and 9.05, as applicable, shall survive. The defeasance of obligations in respect of Securities of any series by the Company and the Guarantor under this Section 9.02 shall be effective notwithstanding any prior covenant defeasance in respect of Securities of such series by the Company or the Guarantor under Section 9.03.

Defeasance. Provided that Upon the same has been duly authorized Company's exercise of the option specified in Section 4.3 applicable to this Section with respect to the Securities of a particular series pursuant to Section 3.01(11), if, at any time after the date hereofseries, the Company shall deposit be deemed to have been discharged from its obligations with respect to such Securities and any coupons appertaining thereto (except as specified below) on the date the conditions set forth in Section 4.6 are satisfied (hereinafter "defeasance"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, in trust for at the benefit expense of the Holders thereofCompany, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of such Securities and any coupons appertaining thereto to receive, solely from the trust funds sufficient to paydescribed in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, or (ii) U.S. Government Obligations (as defined below) as will, or will together with the income thereon without consideration payments in respect of any reinvestment thereof, be sufficient to pay all sums due for the principal of (and of, premium, if any) , and interest, if any, on the such Securities of and any coupons appertaining thereto when such series, as they shall become due from time to time, and shall pay all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, this Indenture shall cease to be of further effect with respect to Securities of such series payments are due; (except as to (iii) the Company's obligations, as the case may be, obligations with respect to such Securities of such series under Sections 3.053.4, 3.06 3.5, 3.6, 9.2 and 11.02, (ii) rights 9.3 and with respect to the payment of Holders to receive payments of the principal of (and premium, if any) and interestAdditional Amounts, if any, on the Securities of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof payable with respect to the amounts so deposited with the Trustee, such Securities as specified pursuant to Section 3.1(b)(18); (iii) rights of conversion of any Security, the terms of which provide for conversion (which shall continue in full force and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such terms), and (iv) the rights, obligations powers, trusts, duties and immunities of the Trustee hereunder and (for which purposes the Securities of such series shall be deemed outstanding))iv) this Article 4. Subject to compliance with this Article 4, and the Trustee, on the written request of the Company, accompanied by the Officer's Certificate and Opinion of Counsel required by Section 1.02, shall execute and deliver to the Company such instruments as shall be requisite to evidence may exercise its option under this Section notwithstanding the satisfaction thereof prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such seriesSecurities may not be accelerated because of an Event of Default.

Defeasance. Provided that the same has been duly authorized (a) The Company may, at its option by Board Resolution, at any time, with respect to the Debt Securities of a particular any series, elect to have either Section 8.01(b) or Section 8.01(c) be applied to the outstanding Debt Securities of any series pursuant upon compliance with the conditions set forth in Section 8.01(d). (b) Upon the Company's exercise under Section 8.01(a) of the option applicable to this Section 3.01(118.01(b), if, at any time after the date hereof, the Company shall deposit be deemed to have been released and discharged from its obligations with respect to the Trustee, in trust for the benefit of the Holders thereof, (i) funds sufficient to pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together with the income thereon without consideration outstanding Debt Securities of any reinvestment thereof, be sufficient to pay all sums due for the principal of (and premium, if any) and interest, if any, series on the date the conditions set forth below in Section 8.01(d) are satisfied (hereinafter, "Defeasance"). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the outstanding Debt Securities of such series, as they which shall become due from time thereafter be deemed to timebe "outstanding" only for the purposes of Section 8.05 and the other Sections of and matters under this Indenture referred to in (i) and (ii) below, and shall pay to have satisfied all costs, charges and expenses incurred or to be incurred by its other obligations under the Trustee in relation thereto or in carrying out the provisions of this Indenture, this Indenture shall cease to be of further effect with respect to Debt Securities of such series and this Indenture insofar as the Debt Securities of such series are concerned (and the Trustee, at the expense of the Company, shall promptly execute proper instruments acknowledging the same), except as to for the following which shall survive until otherwise terminated or discharged hereunder: (i) the Company's obligations, as the case may be, with respect to rights of Holders of Debt Securities of such series under Sections 3.05to receive solely from the trust fund described in Section 8.01(d) below and as more fully set forth in Section 8.01(d), 3.06 payments in respect of the principal of and 11.02interest on the Debt Securities of such series when such payments are due, (ii) rights the Company's obligations under Sections 2.06, 2.07, 2.15, 2.16 and 2.18, 4.02, 4.03, 7.07 and this Section 8.01 (for purposes of Holders to receive payments of the principal of (and premiumapplying Section 4.03, if anythe Trustee is required by law to withhold or deduct any amount for or on account of Argentine withholding taxes from payment made from any trust fund described in Section 8.02(d)(1) and interest, if any, on the Securities of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof under or with respect to the amounts Debt Securities of such series, such payment shall be made by the Company and the Company shall be deemed to have been so deposited with the Trusteerequired to withhold or deduct), (iii) rights of conversion of any Security, the terms of which provide for conversion (which shall continue obligations listed in full force and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such terms)Section 8.03, and (iv) the rightsCompany's right of redemption pursuant to Section 3.01; provided that the change or amendment referred to therein occurs after the Defeasance is exercised by the Company in accordance with this Section 8.01, obligations in which case the Company may redeem the Debt Securities of such series in accordance with Section 3.01 by complying with Article 3 and immunities depositing with the Trustee in accordance with Section 3.05, an amount of money sufficient, together with all amounts held in trust pursuant to Section 8.01(d) (1) to pay the Redemption Price of all the Debt Securities of such series to be redeemed. Subject to compliance with this Section 8.01, the Company may exercise its option under this Section 9.01(b) notwithstanding the prior exercise of its option under Section 9.01(c) below with respect to the Debt Securities of such series. (c) Upon the Company's exercise under Section 8.01(a) of the Trustee hereunder option applicable to this Section 8.01(c), the Company shall be released and discharged from its obligations under any covenant contained in Article 5 and in Sections 4.04 through 4.20 with respect to the outstanding Debt Securities of such series on and after the date the conditions set forth below in Section 8.01(d) are satisfied (hereinafter, "Covenant Defeasance"), and the Debt Securities of such series shall thereafter be deemed to be not "outstanding" for which the purpose of any direction, waiver, consent or declaration or act of Holders of Debt Securities of such series (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed "outstanding" for all other purposes hereunder. For this purpose, Covenant Defeasance means that, with respect to the outstanding Debt Securities of such series, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01(c) in respect of the Debt Securities of such series, nor shall any event referred to in Section 6.01(d) or Section 6.01(e) thereafter constitute a Default or an Event of Default in respect of the Debt Securities of such series but, except as specified above, the remainder of this Indenture and the Debt Securities of such series shall be deemed outstanding)), and unaffected thereby. (d) The following shall be the conditions to application of either Section 8.01(b) or Section 8.01(c) to the outstanding Debt Securities of any series: (1) The Company shall have irrevocably deposited in trust with the Trustee, pursuant to an irrevocable trust and security agreement in form and substance satisfactory to the Trustee, United States Legal Tender or direct non-callable obligations of, or non-callable obligations guaranteed by, the United States of America for the payment of which obligation or guarantee the full faith and credit of the United States of America is pledged ("United States Government Obligations") maturing as to principal and interest in such amounts and at such times as are sufficient, without consideration of the reinvestment of such interest and after payment by the Company to the appropriate governmental authority of all Argentine federal and local taxes and United States federal, state and local taxes, if any, or other charges or assessments in respect thereof payable by the Trustee, in the opinion of the chief financial officer of the Company expressed in a written certification thereof (in form and substance reasonably satisfactory to the Trustee) delivered to the Trustee, to pay the principal of, premium, if any, and interest on the written request outstanding Debt Securities of such series on the dates on which any such payments are due and payable in accordance with the terms of this Indenture and of the Debt Securities; (2) such deposits shall not cause the Trustee to have a conflicting interest as defined in and for purposes of the TIA; (3) no Default or Event of Default in respect of the Debt Securities of such series (i) shall have occurred or be continuing on the date of such deposit or (ii) shall occur on or before the 91st calendar day after the date of such deposit; (4) the Company is not an "insolvent person" within the meaning of Argentine Bankruptcy Law on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be satisfied until the expiration of such period); (5) such deposit will not result in a Default under this Indenture or a breach or violation of, or constitute a default under, any other instrument or agreement to which the Company is a party or by which it or its property is bound; (6) the Company shall deliver to the Trustee an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee, to the effect that Holders of the Debt Securities of such series will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and the defeasance contemplated hereby and will be subject to United States federal income tax in the same amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (7) the deposit shall not result in the Company, the Trustee or the trust becoming or being deemed to be an "investment company" under the Investment Company Act; (8) the Company shall deliver to the Trustee an Opinion of Counsel to the effect that Holders of the Debt Securities of such series shall have a perfected security interest under applicable law in United States Legal Tender or United States Government Obligations deposited pursuant to clause (1) above; (9) the Company shall have delivered to the Trustee an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee, to the effect that, after the passage of 90 days following the deposit, the trust funds will not be subject to any claims of the Company or the creditors, or any receiver, liquidator, trustee in bankruptcy or other Person exercising similar rights or powers under any applicable bankruptcy, insolvency, reorganization or similar law affecting creditors' rights generally; and (10) the Company has delivered to the Trustee a Company Certificate and an Opinion of Counsel, each stating that all conditions precedent specified herein relating to the Defeasance or Covenant Defeasance, as applicable, contemplated by this Section 8.01 have been complied with; provided that no deposit under clause (1) above with respect to a defeasance pursuant to Section 8.01(b) shall be effective to terminate the obligations of the Company under the Debt Securities of such series or this Indenture with respect to the Debt Securities of such series prior to 90 days following any such deposit. (e) In the event all or any portion of the Debt Securities of any series are to be redeemed through such irrevocable trust, the Company must make arrangements satisfactory to the Trustee, at the time of such deposit, for the giving of the notice of such redemption or redemptions by the Trustee in the name and at the expense of the Company, accompanied by . In connection with the Officer's Certificate and Opinion issuance of Counsel required by Section 1.02, shall execute and deliver Debt Securities the proceeds of which will be used to redeem all the Company such instruments as shall be requisite to evidence the satisfaction thereof with respect to Debt Securities of such seriesseries then outstanding, none of Sections 4.04, 4.06 or 4.09 shall be violated by the issuance of the Debt Securities of such series to the extent the Company complies with all of the provisions of this Section 8.01(d) other than Section 9.01(d)(2).

Defeasance. Provided that Except as provided below, the same has been duly authorized Company will be deemed to have paid and the Company and the Guarantor will be discharged from any and all obligations in respect of the Securities of any series and the Guarantee thereof, and the provisions of this Indenture will no longer be in effect with respect to the Securities of a particular such series pursuant to Section 3.01(11), if, at any time after and the date hereof, the Company shall deposit with Guarantee thereof (and the Trustee, at the expense of the Company and the Guarantor, shall execute proper instruments acknowledging the same); provided that the following conditions shall have been satisfied: (a) the Company or the Guarantor has irrevocably deposited in trust with the Trustee as trust funds solely for the benefit of the Holders thereofof the Securities of such series, (i) funds sufficient to pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together with for payment of the income thereon without consideration Principal of any reinvestment thereof, be sufficient to pay all sums due for the principal of (and premium, if any) and interest, if any, interest on the Securities of such series, as they shall become due from time money or U.S. Government Obligations or a combination thereof sufficient (unless such funds consist solely of money, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to timethe Trustee) without consideration of any reinvestment and after payment of all federal, state and shall pay all costs, local taxes or other charges and expenses incurred or to be incurred assessments in respect thereof payable by the Trustee in relation thereto or in carrying out Trustee, to pay and discharge the provisions Principal of this Indenture, this Indenture shall cease to be of further effect with respect to and accrued interest on the outstanding Securities of such series to maturity or earlier redemption (except irrevocably provided for under arrangements satisfactory to the Trustee), as the case may be; (b) 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 (i) which the Company's obligationsCompany or the Guarantor, as the case may be, is a party or by which it is bound; (c) no Default with respect to Securities of such series under Sections 3.05, 3.06 and 11.02, (ii) rights of Holders to receive payments of the principal of (and premium, if any) and interest, if any, on the Securities of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect to the amounts so deposited with the Trustee, (iii) rights of conversion of any Security, the terms of which provide for conversion (which shall continue in full force and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such terms), and (iv) the rights, obligations and immunities of the Trustee hereunder (for which purposes the Securities of such series shall have occurred and be deemed outstanding)), and the Trustee, continuing on the written request date of such deposit; (d) the Company shall have delivered to the Trustee either (x) a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Holders of the CompanySecurities of such series will not recognize income, accompanied by gain or loss for federal income tax purposes as a result of such discharge under this Section 9.02 and will be subject to federal income tax on the Officer's Certificate 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 or (y) an Opinion of Counsel required by Section 1.02, shall execute and deliver to the same effect as the ruling described in clause (x) above; and (e) 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 9.02 of the Securities of such instruments series have been complied with. The obligations of the Company and the Guarantor in Sections 2.02 through 2.12, 4.02, 8.07, 8.08, 9.04 and 9.05, as shall be requisite to evidence the satisfaction thereof applicable, with respect to the Securities of such seriesseries and the Guarantee thereof shall survive until such Securities are no longer outstanding. Thereafter, only the obligations of the Company and the Guarantor in Sections 8.07 and 9.05, as applicable, shall survive.

Defeasance. Provided that Except as provided below, the same has been duly authorized Company will be deemed to have paid and will be discharged from any and all obligations in respect of the Securities of any series and the provisions of this Indenture will no longer be in effect with respect to the Securities of a particular such series pursuant to Section 3.01(11), if, at any time after the date hereof, the Company shall deposit with (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same); provided that the following conditions shall have been satisfied: (a) the Company has irrevocably deposited in trust with the Trustee as trust funds solely for the benefit of the Holders thereofof the Securities of such series, (i) funds sufficient to pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together with for payment of the income thereon without consideration Principal of any reinvestment thereof, be sufficient to pay all sums due for the principal of (and premium, if any) and interest, if any, interest on the Securities of such series, as they shall become due from time money or U.S. Government Obligations or a combination thereof sufficient (unless such funds consist solely of money, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to timethe Trustee) without consideration of any reinvestment and after payment of all federal, state and shall pay all costs, local taxes or other charges and expenses incurred or to be incurred assessments in respect thereof payable by the Trustee in relation thereto or in carrying out Trustee, to pay and discharge the provisions Principal of this Indenture, this Indenture shall cease to be of further effect with respect to and accrued interest on the outstanding Securities of such series to maturity or earlier redemption (except as irrevocable provided for under arrangements satisfactory to (i) the Company's obligationsTrustee), as the case may be; (b) 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; (c) no Default with respect to Securities of such series under Sections 3.05, 3.06 and 11.02, (ii) rights of Holders to receive payments of the principal of (and premium, if any) and interest, if any, on the Securities of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect to the amounts so deposited with the Trustee, (iii) rights of conversion of any Security, the terms of which provide for conversion (which shall continue in full force and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such terms), and (iv) the rights, obligations and immunities of the Trustee hereunder (for which purposes the Securities of such series shall have occurred and be deemed outstanding))continuing on the date of such deposit; (d) the Company shall have delivered to the Trustee (1) either (x) a ruling directed to the Trustee received from the United States Internal Revenue Service to the effect that the Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company's exercise of its option under this Section 8.2 and will be subject to 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, (y) an Opinion of Counsel to the same effect as the ruling described in clause (x) above and based upon a change in law, or (z) an instrument, in form reasonably satisfactory to the Trustee, on the written request of wherein the Company, notwithstanding the payment and discharge, pursuant to this Section 8.2, of its indebtedness in respect of Securities of any series, or any portion of the principal amount thereof, shall assume the obligation (which shall be absolute and unconditional) to irrevocably deposit with the Trustee such additional sums of money, if any, or additional U.S. Government Obligations (meeting the requirements of this Article 8), if any, or any combination thereof, at such time or times, as shall be necessary, together with the money and/or U.S. Government Obligations theretofore so deposited, to pay when due the Principal of and premium, if any, and interest due and to become due on such Securities or portions thereof; provided, however, that such instrument may state that the obligation of the Company to make additional deposits as aforesaid shall be subject to the delivery to the Company by the Trustee of a notice asserting the deficiency accompanied by an opinion of an independent public accountant of nationally recognized standing, selected by the Officer's Certificate Trustee, showing the calculation thereof, and (2) an Opinion of Counsel required by Section 1.02, shall execute and deliver to the effect that the Holders of the Securities of such series have a valid security interest in the trust funds subject to no prior liens under the UCC; and (e) 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 8.2 of the Securities of such instruments as shall be requisite to evidence the satisfaction thereof series have been complied with. The Company's obligations in Sections 2.2 through 2.12, 4.2, 7.7, 7.8 and 8.5 with respect to the Securities of such seriesseries shall survive until such Securities are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.7 and 8.5 shall survive.

Defeasance. Provided that Notwithstanding anything to the same has been duly authorized contrary in this Indenture and unless otherwise specified with respect to Securities of a particular series pursuant to Section 3.01(11), if, any Series in the applicable Indenture Supplement: (a) The Issuer may at any time after the date hereof, the Company shall deposit with the Trustee, in trust for the benefit of the Holders thereof, (i) funds sufficient to pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together with the income thereon without consideration of any reinvestment thereof, its option be sufficient to pay all sums due for the principal of (and premium, if any) and interest, if any, on the Securities of such series, as they shall become due discharged from time to time, and shall pay all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, this Indenture shall cease to be of further effect its obligations hereunder with respect to Securities of such series any Series or all outstanding Series (except as each, a "Defeased Series") on the date the applicable conditions set forth in Section 11.04(c) are satisfied (a "Defeasance"); provided, however, that the following rights, obligations, powers, duties and immunities shall survive with respect to each Defeased Series until otherwise terminated or discharged hereunder: (i) the Companyrights of the Holders of Notes of the Defeased Series to receive, solely from the trust fund provided for in Section 11.04(c), payments in respect of principal of and interest on such Notes when such payments are due; (ii) the Issuer's obligations, as the case may be, obligations with respect to Securities of such series Notes under Sections 3.05, 3.06 2.05 and 11.02, (ii) rights of Holders to receive payments of the principal of (and premium, if any) and interest, if any, on the Securities of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect to the amounts so deposited with the Trustee, 2.06; (iii) rights the rights, powers, trusts, duties, and immunities of conversion of any Securitythe Indenture Trustee, the terms of which provide for conversion (which shall continue in full force Paying Agent and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such terms), Registrar hereunder; and (iv) this Section and Section 12.16. (b) Subject to Section 11.04(c), the rights, obligations Issuer at its option may cause Collections allocated to each Defeased Series and immunities available to purchase additional Receivables to be applied to purchase Eligible Investments rather than additional Receivables. (c) The following shall be the conditions precedent to any Defeasance under Section 11.04(a): (i) the Issuer irrevocably shall have deposited or caused to be deposited with the Indenture Trustee (such deposit to be made from other than the Issuer's or any Affiliate of the Trustee hereunder Issuer's funds), under the terms of an irrevocable trust agreement in form and substance satisfactory to the Indenture Trustee, as trust funds in trust for making the payments described below, (for A) Dollars in an amount equal to, or (B) Eligible Investments which purposes through the Securities scheduled payment of principal and interest in respect thereof will provide, not later than the due date of payment thereon, money in an amount equal to, or (C) a combination thereof, in each case sufficient to pay and discharge (without relying on income or gain from reinvestment of such series shall be deemed outstanding)amount), and which shall be applied by the TrusteeIndenture Trustee to pay and discharge, all remaining scheduled interest and principal payments on all outstanding Notes of each Defeased Series on the written request dates scheduled for such payments in this Indenture and the applicable Indenture Supplements and all amounts owing to the Series Enhancers with respect to each Defeased Series; (ii) a statement from a firm of nationally recognized independent public accountants (who may also render other services to the Issuer) to the effect that such deposit is sufficient to pay the amounts specified in clause (i) above; (iii) prior to its exercise of its right pursuant to this Section with respect to any Defeased Series to substitute money or Eligible Investments for Receivables, the Issuer shall have delivered to the Indenture Trustee an Opinion of Counsel to the effect contemplated by clause (ii) of the Companydefinition of the term "Tax Opinion" (the preparation and delivery of which shall not be at the expense of the Indenture Trustee) with respect to such deposit and termination of obligations, accompanied by and an Opinion of Counsel to the effect that such deposit and termination of obligations will not result in the Trust being required to register as an investment company under the Investment Company Act; (iv) the Issuer shall have delivered to the Indenture Trustee an Officer's Certificate of the Transferor stating that the Transferor reasonably believes that such deposit and Opinion termination of Counsel required by Section 1.02obligations will not, shall execute and deliver based on the facts known to such officer at the Company time of such instruments as shall be requisite to evidence the satisfaction thereof certification, then cause a Pay Out Event with respect to Securities any Series or any event that, with the giving of notice or the lapse of time, would result in the occurrence of a Pay Out Event with respect to any Series; and (v) the Rating Agency Condition shall have been satisfied and the Issuer shall have delivered copies of such series.written notice to the Servicer and the Indenture Trustee. ARTICLE TWELVE

Defeasance. Provided that For purposes of Section 8.1, the Issuer shall be deemed to have paid the Principal of and interest on Securities of any series outstanding hereunder as and when the same has been duly authorized shall have become due and payable, if the Issuer shall have irrevocably deposited or caused to be deposited in trust with respect the Trustee funds in cash and/or U.S. Government Obligations sufficient without reinvestment thereof to provide for timely payment of Principal of and interest on the Securities of a particular such series pursuant to Section 3.01(11)Stated Maturity or redemption, ifas the case may be, at any time after not theretofore delivered to the date hereofTrustee for cancellation; provided, the Company shall deposit with the Trusteehowever, in trust for the benefit of the Holders thereof, that (i) funds sufficient in order to pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together with the income thereon without consideration of any reinvestment thereof, be sufficient have money available on a payment date to pay all sums due for the principal of (and premium, if any) and interest, if any, Principal or interest on the Securities of such series, the U.S. Government Obligations shall be payable as they to principal and interest on or before such payment date in such amounts as will provide the necessary money; and (ii) the Issuer shall become due from time obtain an Opinion of Counsel (which may be based on a ruling from, or published by, the Internal Revenue Service) to time, and shall pay all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out effect that Holders of the provisions of this Indenture, this Indenture shall cease to be of further effect with respect to Securities of that series will not recognize income, gain or loss for federal income tax purposes as a result of such series (except as deposit, defeasance and discharge and will be subject to (i) federal income tax on the Company's obligationssame amounts and in the same manner and at the same times, as would have been the case may beif such deposit, defeasance and discharge had not occurred; and provided, further, however, that notwithstanding the foregoing, with respect to any series of Securities which shall at the time be listed for trading on The New York Stock Exchange, there shall be no deposit of funds in cash and/or in U.S. Government Obligations with the Trustee to pay the Principal amount, the redemption price or any installment of interest in order to discharge the Issuer's obligation in respect of any such series under Sections 3.05, 3.06 and 11.02, (ii) rights payment if at such time the rules of Holders to receive payments of the principal of (and premium, if any) and interest, if any, on the Securities of The New York Stock Exchange prohibit such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect to the amounts so deposited deposit with the Trustee, (iii) rights of conversion of any Security, the terms of which provide for conversion (which shall continue in full force and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such terms), and (iv) the rights, obligations and immunities of the Trustee hereunder (for which purposes the Securities of such series shall be deemed outstanding)), and the Trustee, on the written request of the Company, accompanied by the Officer's Certificate and Opinion of Counsel required by Section 1.02, shall execute and deliver to the Company such instruments as shall be requisite to evidence the satisfaction thereof with respect to Securities of such series.

Defeasance. Provided that Except as provided below, the same has been duly authorized Company will be deemed to have paid and the Company and the Guarantor will be discharged from any and all obligations in respect of the Securities of any series and the Guarantee thereof, and the provisions of this Indenture will no longer be in effect with respect to the Securities of a particular such series pursuant to Section 3.01(11), if, at any time after and the date hereof, the Company shall deposit with Guarantee thereof (and the Trustee, at the expense of the Company and the Guarantor, shall execute proper instruments acknowledging the same); PROVIDED that the following conditions shall have been satisfied: (a) the Company or the Guarantor has irrevocably deposited in trust with the Trustee as trust funds solely for the benefit of the Holders thereofof the Securities of such series, (i) funds sufficient to pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together with for payment of the income thereon without consideration Principal of any reinvestment thereof, be sufficient to pay all sums due for the principal of (and premium, if any) and interest, if any, interest on the Securities of such series, as they shall become due from time money or U.S. Government Obligations or a combination thereof sufficient (unless such funds consist solely of money, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to timethe Trustee) without consideration of any reinvestment and after payment of all federal, state and shall pay all costs, local taxes or other charges and expenses incurred or to be incurred assessments in respect thereof payable by the Trustee in relation thereto or in carrying out Trustee, to pay and discharge the provisions Principal of this Indenture, this Indenture shall cease to be of further effect with respect to and accrued interest on the outstanding Securities of such series to maturity or earlier redemption (except irrevocably provided for under arrangements satisfactory to the Trustee), as the case may be; (b) 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 (i) which the Company's obligationsCompany or the Guarantor, as the case may be, is a party or by which it is bound; (c) no Default with respect to Securities of such series under Sections 3.05, 3.06 and 11.02, (ii) rights of Holders to receive payments of the principal of (and premium, if any) and interest, if any, on the Securities of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect to the amounts so deposited with the Trustee, (iii) rights of conversion of any Security, the terms of which provide for conversion (which shall continue in full force and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such terms), and (iv) the rights, obligations and immunities of the Trustee hereunder (for which purposes the Securities of such series shall have occurred and be deemed outstanding)), and the Trustee, continuing on the written request date of such deposit; (d) the Company shall have delivered to the Trustee either (x) a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Holders of the CompanySecurities of such series will not recognize income, accompanied by gain or loss for federal income tax purposes as a result of such discharge under this Section 9.02 and will be subject to federal income tax on the Officer's Certificate 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 or (y) an Opinion of Counsel required by Section 1.02, shall execute and deliver to the same effect as the ruling described in clause (x) above; and (e) 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 9.02 of the Securities of such instruments series have been complied with. The obligations of the Company and the Guarantor in Sections 2.02 through 2.12, 4.02, 8.07, 8.08, 9.04 and 9.05, as shall be requisite to evidence the satisfaction thereof applicable, with respect to the Securities of such seriesseries and the Guarantee thereof shall survive until such Securities are no longer outstanding. Thereafter, only the obligations of the Company and the Guarantor in Sections 8.07 and 9.05, as applicable, shall survive.

Defeasance. Provided that Except as provided below, the same has been duly authorized Company will be deemed to have paid and will be discharged from any and all obligations in respect of the Securities of any series and the provisions of this Indenture will no longer be in effect with respect to the Securities of a particular such series pursuant to Section 3.01(11), if, at any time after the date hereof, the Company shall deposit with (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same); provided that the following conditions shall have been satisfied: (A) the Company has irrevocably deposited in trust with the Trustee as trust funds solely for the benefit of the Holders thereofof the Securities of such series, (i) funds sufficient to pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together with for payment of the income thereon without consideration Principal of any reinvestment thereof, be sufficient to pay all sums due for the principal of (and premium, if any) and interest, if any, interest on the Securities of such series, as they shall become due from time money or U.S. Government Obligations or a combination thereof sufficient (unless such funds consist solely of money, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to timethe Trustee) without consideration of any reinvestment and after payment of all federal, state and shall pay all costs, local taxes or other charges and expenses incurred or to be incurred assessments in respect thereof payable by the Trustee in relation thereto or in carrying out Trustee, to pay and discharge the provisions Principal of this Indenture, this Indenture shall cease to be of further effect with respect to and accrued interest on the outstanding Securities of such series to maturity or earlier redemption (except as irrevocably provided for under arrangements satisfactory to (i) the Company's obligationsTrustee), as the case may be; (B) 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; (C) no Default with respect to Securities of such series under Sections 3.05, 3.06 and 11.02, (ii) rights of Holders to receive payments of the principal of (and premium, if any) and interest, if any, on the Securities of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect to the amounts so deposited with the Trustee, (iii) rights of conversion of any Security, the terms of which provide for conversion (which shall continue in full force and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such terms), and (iv) the rights, obligations and immunities of the Trustee hereunder (for which purposes the Securities of such series shall have occurred and be deemed outstanding)), and the Trustee, continuing on the written request date of such deposit; (D) the Company shall have delivered to the Trustee (1) either (x) a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company, accompanied by 's exercise of its option under this Section 8.02 and will be subject to federal income tax on the Officer's Certificate 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 or (y) an Opinion of Counsel required by Section 1.02, shall execute and deliver to the same effect as the ruling described in clause (x) above and (2) an Opinion of Counsel to the effect that the Holders of the Securities of such series have a valid security interest in the trust funds subject to no prior liens under the UCC; and (E) 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 8.02 of the Securities of such instruments as shall be requisite to evidence the satisfaction thereof series have been complied with. The Company's obligations in Sections 2.02 through 2.12 , 4.02, 7.07, 7.08 and 8.05 with respect to the Securities of such seriesseries shall survive until such Securities are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07 and 8.05 shall survive.

Defeasance. Provided that Except as provided below, the same has been duly authorized Company will be deemed to have paid and will be discharged from any and all obligations in respect of the Securities of any series and the provisions of this Indenture will no longer be in effect with respect to the Securities of a particular such series pursuant to Section 3.01(11), if, at any time after the date hereof, the Company shall deposit with (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same); provided that the following conditions shall have been satisfied: (a) the Company has irrevocably deposited in trust with the Trustee as trust funds solely for the benefit of the Holders thereofof the Securities of such series, (i) funds sufficient to pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together with for payment of the income thereon without consideration Principal of any reinvestment thereof, be sufficient to pay all sums due for the principal of (and premium, if any) and interest, if any, interest on the Securities of such series, as they shall become due from time money or U.S. Government Obligations or a combination thereof sufficient (unless such funds consist solely of money, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to timethe Trustee) without consideration of any reinvestment and after payment of all federal, state and shall pay all costs, local taxes or other charges and expenses incurred or to be incurred assessments in respect thereof payable by the Trustee in relation thereto or in carrying out Trustee, to pay and discharge the provisions Principal of this Indenture, this Indenture shall cease to be of further effect with respect to and accrued interest on the outstanding Securities of such series (except as to (i) the Company's obligationsmaturity or earlier redemption, as the case may be; provided that any redemption before maturity shall be irrevocably provided for under arrangements satisfactory to the Trustee; (b) 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; (c) no Default with respect to Securities of such series under Sections 3.05, 3.06 and 11.02, (ii) rights of Holders to receive payments of the principal of (and premium, if any) and interest, if any, on the Securities of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect to the amounts so deposited with the Trustee, (iii) rights of conversion of any Security, the terms of which provide for conversion (which shall continue in full force and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such terms), and (iv) the rights, obligations and immunities of the Trustee hereunder (for which purposes the Securities of such series shall have occurred and be deemed outstanding)), and the Trustee, continuing on the written request date of such deposit; (d) the Company shall have delivered to the Trustee (1) either (x) a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company, accompanied by 's exercise of its option under this Section 8.02 and will be subject to federal income tax on the Officer's Certificate 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 or (y) an Opinion of Counsel required by Section 1.02, shall execute and deliver to the same effect as the ruling described in clause (x) above and (2) an Opinion of Counsel to the effect that the Holders of the Securities of such series have a valid security interest in the trust funds subject to no prior liens under the UCC; and (e) 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 8.02 of the Securities of such instruments as shall be requisite to evidence the satisfaction thereof series have been complied with. The Company's obligations in Sections 2.02 through 2.12, 4.02, 7.07, 7.08 and 8.05 with respect to the Securities of such seriesseries shall survive until such Securities are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07 and 8.05 shall survive.

Defeasance. Provided that Except as provided below, the same has been duly authorized Company will be deemed to have paid and will be discharged from any and all obligations in respect of the Securities of any series and the provisions of this Indenture will no longer be in effect with respect to the Securities of a particular such series pursuant to Section 3.01(11), if, at any time after the date hereof, the Company shall deposit with (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same); PROVIDED that the following conditions shall have been satisfied: (a) the Company has irrevocably deposited in trust with the Trustee as trust funds solely for the benefit of the Holders thereofof the Securities of such series, (i) funds sufficient to pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together with for payment of the income thereon without consideration Principal of any reinvestment thereof, be sufficient to pay all sums due for the principal of (and premium, if any) and interest, if any, interest on the Securities of such series, as they shall become due from time money or U.S. Government Obligations or a combination thereof sufficient (unless such funds consist solely of money, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to timethe Trustee) without consideration of any reinvestment and after payment of all federal, state and shall pay all costs, local taxes or other charges and expenses incurred or to be incurred assessments in respect thereof payable by the Trustee in relation thereto or in carrying out Trustee, to pay and discharge the provisions Principal of this Indenture, this Indenture shall cease to be of further effect with respect to and accrued interest on the outstanding Securities of such series to maturity or earlier redemption (except as irrevocably provided for under arrangements satisfactory to (i) the Company's obligationsTrustee), as the case may be; (b) 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; (c) no Default with respect to Securities of such series under Sections 3.05, 3.06 and 11.02, (ii) rights of Holders to receive payments of the principal of (and premium, if any) and interest, if any, on the Securities of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect to the amounts so deposited with the Trustee, (iii) rights of conversion of any Security, the terms of which provide for conversion (which shall continue in full force and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such terms), and (iv) the rights, obligations and immunities of the Trustee hereunder (for which purposes the Securities of such series shall have occurred and be deemed outstanding)), and the Trustee, continuing on the written request date of such deposit; (d) the Company shall have delivered to the Trustee either (x) a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Holders of the CompanySecurities of such series will not recognize income, accompanied by gain or loss for federal income tax purposes as a result of such discharge under this Section 8.02 and will be subject to federal income tax on the Officer's Certificate 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 or (y) an Opinion of Counsel required by Section 1.02, shall execute and deliver to the same effect as the ruling described in clause (x) above; and (e) 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 8.02 of the Securities of such instruments as shall be requisite to evidence the satisfaction thereof series have been complied with. The Company's obligations in Sections 2.02 through 2.12, 4.02, 7.07, 7.08, 8.04 and 8.05 with respect to the Securities of such seriesseries shall survive until such Securities are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07 and 8.05 shall survive.

Defeasance. Provided that Except as provided below, the same has been duly authorized Company will be deemed to have paid and will be discharged from any and all obligations in respect of the Securities of any series and the provisions of this Indenture will no longer be in effect with respect to the Securities of a particular such series pursuant to Section 3.01(11), if, at any time after the date hereof, the Company shall deposit with (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same); provided that the following conditions shall have been satisfied: (i) the Company has irrevocably deposited in trust with the Trustee as trust funds solely for the benefit of the Holders thereofof the Securities of such series, (i) funds sufficient to pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together with for payment of the income thereon without consideration Principal of any reinvestment thereof, be sufficient to pay all sums due for the principal of (and premium, if any) and interest, if any, interest on the Securities of such series, as they shall become due from time money or U.S. Government Obligations or a combination thereof sufficient (unless such funds consist solely of money, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to timethe Trustee) without consideration of any reinvestment and after payment of all federal, state and shall pay all costs, local taxes or other charges and expenses incurred or to be incurred assessments in respect thereof payable by the Trustee in relation thereto or in carrying out Trustee, to pay and discharge the provisions Principal of this Indenture, this Indenture shall cease to be of further effect with respect to and accrued interest on the outstanding Securities of such series to maturity or earlier redemption (except as irrevocably provided for under arrangements satisfactory to (i) the Company's obligationsTrustee), as the case 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 Company is a party or by which it is bound; (iii) no Default with respect to Securities of such series under Sections 3.05, 3.06 and 11.02, (ii) rights of Holders to receive payments of the principal of (and premium, if any) and interest, if any, on the Securities of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect to the amounts so deposited with the Trustee, (iii) rights of conversion of any Security, the terms of which provide for conversion (which shall continue in full force and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such terms), and (iv) the rights, obligations and immunities of the Trustee hereunder (for which purposes the Securities of such series shall have occurred and be deemed outstanding)), and the Trustee, continuing on the written request date of such deposit; (iv) the Company shall have delivered to the Trustee (1) either (x) a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company, accompanied by 's exercise of its option under this Section 8.02 and will be subject to federal income tax on the Officer's Certificate 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 or (y) an Opinion of Counsel required by Section 1.02, shall execute and deliver to the same effect as the ruling described in clause (x) above and based upon a change in law and (2) an Opinion of Counsel to the effect that the Holders of the Securities of such series have a valid security interest in the trust funds subject to no prior liens under the UCC; (v) if the Securities of such series are then listed on a national securities exchange, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the defeasance contemplated by this Section 8.02 of the Securities of such instruments as shall series will not cause the Securities of such series to be requisite delisted; and (vi) the Company has delivered to evidence the satisfaction thereof 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 8.02 of the Securities of such series have been complied with. The Company's obligations in Sections 2.02 through 2.12, 4.02, 7.07, 7.08 and 8.05 with respect to the Securities of such seriesseries shall survive until such Securities are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07 and 8.05 shall survive.

Defeasance. Provided that Except as provided below, the same has been duly authorized Issuer will be deemed to have paid and will be discharged from any and all obligations in respect of the Securities of any series and the provisions of this Indenture will no longer be in effect with respect to the Securities of a particular such series pursuant to Section 3.01(11), if, at any time after the date hereof, the Company shall deposit with (and the Trustee, in trust for at the benefit expense of the Holders thereofIssuer, shall execute instruments in form and substance satisfactory to the Issuer and the Trustee acknowledging the same); provided that the following conditions shall have been satisfied: (i) funds sufficient to pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together the Issuer has irrevocably deposited in trust with the income thereon without consideration Trustee as trust funds specifically pledged as security for, and dedicated solely to, Holders of any reinvestment thereofthe Securities of such series, be sufficient to pay all sums due for payment of the principal Principal of (and premium, if any) and interest, if any, interest on the Securities of such series, as they shall become due from time money or U.S. Government Obligations or a combination thereof sufficient (unless such funds consist solely of money, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to timethe Trustee) without consideration of any reinvestment and after payment of all federal, state and shall pay all costs, local taxes or other charges and expenses incurred or to be incurred assessments in respect thereof payable by the Trustee in relation thereto or in carrying out Trustee, to pay and discharge the provisions Principal of this Indenture, this Indenture shall cease to be of further effect with respect to and accrued interest on the outstanding Securities of such series to maturity or earlier redemption (except as irrevocably provided for under arrangements satisfactory to (i) the Company's obligationsTrustee), as the case may be; (ii) 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 Issuer is a party or by which it is bound; (iii) no default or Event of Default with respect to Securities of such series under Sections 3.05, 3.06 and 11.02, (ii) rights of Holders to receive payments of the principal of (and premium, if any) and interest, if any, on the Securities of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect to the amounts so deposited with the Trustee, (iii) rights of conversion of any Security, the terms of which provide for conversion (which shall continue in full force and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such terms), and (iv) the rights, obligations and immunities of the Trustee hereunder (for which purposes the Securities of such series shall have occurred and be deemed outstanding)), and the Trustee, continuing on the written request date of such deposit; (iv) the Issuer shall have delivered to the Trustee (1) either (x) a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Holders of the CompanySecurities of such series will not recognize income, accompanied by gain or loss for federal income tax purposes as a result of the OfficerIssuer's Certificate exercise of its option under this Section 9.02 and will be subject to 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 or (y) an Opinion of Counsel required by Section 1.02, shall execute and deliver to the Company same effect as the ruling described in clause (x) above and based upon a change in law and (2) an Opinion of Counsel to the effect that the Holders of the Securities of such instruments as shall be requisite series have a valid security interest in the trust funds subject to evidence no prior liens under the satisfaction thereof UCC; and (v) the Issuer 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 9.02 of the Securities of such series have been complied with. The Issuer's obligations in Sections 2.03 through 2.11, 3.02, 5.06, 5.09 and 9.05 with respect to the Securities of such seriesseries shall survive until such Securities are no longer outstanding. Thereafter, only the Issuer's obligations in Sections 5.06 and 9.05 shall survive.

Defeasance. Provided that The Company will be deemed to have paid and will be discharged from any and all obligations in respect of the same has been duly authorized Securities of any series, the provisions of this Indenture will, except as provided below, no longer be in effect with respect to the Securities of a particular such series, the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same and the Securities of any such series will no longer be outstanding pursuant to Section 3.01(11)2.08, if, at any time on the 91st day after the date hereof, following conditions shall have been satisfied: (a) the Company shall deposit has irrevocably deposited in trust with the Trustee, in Trustee as trust funds solely for the benefit of the Holders thereofof the Securities of such series, (i) funds sufficient to pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together with the income thereon without consideration for payment of any reinvestment thereof, be sufficient to pay all sums due for the principal of (and premium, if any) and interest, if any, any interest on the Securities of such series, as they shall become due from time money or U.S. Government Obligations or a combination thereof in an amount sufficient (unless such funds consist solely of money, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to timethe Trustee) without consideration of any reinvestment and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, to pay and discharge the principal of, any accrued interest on, and shall pay all costs, charges and expenses incurred or to be incurred by any mandatory sinking fund payments in respect of the Trustee in relation thereto or in carrying out the provisions of this Indenture, this Indenture shall cease to be of further effect with respect to outstanding Securities of such series to maturity or earlier redemption (except as irrevocably provided for under arrangements satisfactory to (i) the Company's obligationsTrustee), as the case may be; (b) 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 Company is a party or by which it is bound; (c) no Default with respect to Securities of such series under Sections 3.05, 3.06 and 11.02, (ii) rights of Holders to receive payments of the principal of (and premium, if any) and interest, if any, on the Securities of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect to the amounts so deposited with the Trustee, (iii) rights of conversion of any Security, the terms of which provide for conversion (which shall continue in full force and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such terms), and (iv) the rights, obligations and immunities of the Trustee hereunder (for which purposes the Securities of such series shall have occurred and be deemed outstanding)), and the Trustee, continuing on the written request date of such deposit; (d) the Company shall have delivered to the Trustee (i) either (A) a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Holders of the CompanySecurities of such series will not recognize income, accompanied by gain or loss for federal income tax purposes as a result of such deposit and will be subject to federal income tax on the Officer's Certificate same amount and in the same manner and at the same times as would have been the case if such deposit had not been made or (B) an Opinion of Counsel required by Section 1.02, shall execute and deliver to the same effect as the ruling described in clause (A) above and (ii) an Opinion of Counsel to the effect that the Holders of the Securities of such series have a valid security interest in the trust funds subject to no prior liens under the Uniform Commercial Code or successor law, as then in effect in each applicable jurisdiction (the "UCC"); (e) such deposit would not cause any Securities of such series then listed on the New York Stock Exchange or other national securities exchange to be delisted as a result thereof; and (f) the Company shall have 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 8.02 of the Securities of such instruments as shall be requisite to evidence the satisfaction thereof series have been complied with. The Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.10, 2.11, 2.13, 4.02, 4.03, 7.07, 7.08, and 8.04 with respect to the Securities of such seriesseries shall survive until such Securities are no longer outstanding. Thereafter, only the Company's obligations in Sections 4.03 and 7.07 shall survive.

Defeasance. Provided that Notwithstanding anything to the same has been duly authorized contrary in this Indenture or any Indenture Supplement: (a) The Issuer may at its option be discharged from its obligations hereunder with respect to Securities of any Series or all outstanding Series (each, a particular series pursuant to Section 3.01(11), if, at any time after "Defeased Series") on the date hereofthe applicable conditions set forth in subsection 11.04(c) are satisfied (a "Defeasance"); provided, however, that the Company following rights, obligations, powers, duties and immunities shall deposit with the Trustee, in trust for the benefit of the Holders thereof, (i) funds sufficient to pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together with the income thereon without consideration of any reinvestment thereof, be sufficient to pay all sums due for the principal of (and premium, if any) and interest, if any, on the Securities of such series, as they shall become due from time to time, and shall pay all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, this Indenture shall cease to be of further effect survive with respect to Securities of such series (except as to each Defeased Series until otherwise terminated or discharged hereunder: (i) the Companyrights of the Holders of Notes of the Defeased Series to receive, solely from the trust funds provided for in subsection 11.04(c), payments in respect of interest on and principal of such Notes when such payments are due; (ii) the Issuer's obligations, as the case may be, obligations with respect to Securities of such series Notes under Sections 3.05, 3.06 2.05 and 11.02, (ii) rights of Holders to receive payments of the principal of (and premium, if any) and interest, if any, on the Securities of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect to the amounts so deposited with the Trustee, 2.06; (iii) rights the rights, powers, trusts, duties, and immunities of conversion of any Securitythe Indenture Trustee, the terms of which provide for conversion (which shall continue in full force Paying Agent and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such terms), Registrar hereunder; and (iv) this Section and Section 12.16. (b) Subject to subsection 11.04(c), the rights, obligations Issuer at its option may cause Collections allocated to each Defeased Series and immunities available to purchase additional Receivables to be applied to purchase Eligible Investments rather than additional Receivables. (c) The following shall be the conditions precedent to any Defeasance under subsection 11.04(a): (i) the Issuer irrevocably shall have deposited or caused to be deposited with the Indenture Trustee (such deposit to be made from other than the Transferor's or any Affiliate of the Trustee hereunder Issuer's funds), under the terms of an irrevocable trust agreement in form and substance satisfactory to the Indenture Trustee, as trust funds in trust for making the payments described below, (for A) Dollars in an amount equal to, or (B) Eligible Investments which purposes through the Securities scheduled payment of principal and interest in respect thereof will provide, not later than the due date of payment thereon, money in an amount equal to, or (C) a combination thereof, in each case sufficient to pay and discharge (without relying on income or gain from reinvestment of such series shall be deemed outstanding)amount), and which shall be applied by the TrusteeIndenture Trustee to pay and discharge, all remaining scheduled interest and principal payments on all outstanding Notes of each Defeased Series on the written request dates scheduled for such payments in this Indenture and the applicable Indenture Supplements and all amounts owing to the Series Enhancers with respect to each Defeased Series; (ii) a statement from a firm of nationally recognized independent public accountants (who may also render other services to the Issuer) to the effect that such deposit is sufficient to pay the amounts specified in clause (i) above; (iii) prior to its first exercise of its right pursuant to this Section with respect to a Defeased Series to substitute money or Eligible Investments for Receivables, the Issuer shall have delivered to the Indenture Trustee an Opinion of Counsel to the effect contemplated by clause (b) of the Companydefinition in Section 1.01, accompanied by of the term "Tax Opinion" (the preparation and delivery of which shall not be at the expense of the Indenture Trustee) with respect to such deposit and termination of obligations, and an Opinion of Counsel to the effect that such deposit and termination of obligations will not result in the Trust being required to register as an "investment company" within the meaning of the Investment Company Act; (iv) the Issuer shall have delivered to the Indenture Trustee an Officer's Certificate of the Transferor stating that the Transferor reasonably believes that such deposit and Opinion termination of Counsel required by Section 1.02obligations will not, shall execute and deliver based on the facts known to such officer at the Company time of such instruments as shall be requisite to evidence the satisfaction thereof certification, then cause a Amortization Event with respect to Securities any Series or any event that, with the giving of notice or the lapse of time, would result in the occurrence of a Amortization Event with respect to any Series; and (v) the Rating Agency Condition shall have been satisfied and the Issuer shall have delivered copies of such series.written notice to the Servicer and the Indenture Trustee. [END OF ARTICLE XI]

Defeasance. Provided that Except as provided below, the same has been duly authorized Issuer will be deemed to have paid and will be discharged from any and all obligations in respect of the Securities of any series and the provisions of this Indenture and the Cable Guarantees will no longer be in effect with respect to the Securities of a particular such series pursuant to Section 3.01(11), if, at any time after the date hereof, the Company shall deposit with (and the Trustee, in trust for at the benefit expense of the Holders thereofIssuer, shall execute instruments in form and substance satisfactory to the Issuer and the Trustee acknowledging the same); provided that the following conditions shall have been satisfied: (i) funds sufficient to pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together the Issuer has irrevocably deposited in trust with the income thereon without consideration Trustee as trust funds specifically pledged as security for, and dedicated solely to, Holders of any reinvestment thereofthe Securities of such series, be sufficient to pay all sums due for payment of the principal Principal of (and premium, if any) and interest, if any, interest on the Securities of such series, as they shall become due from time money or U.S. Government Obligations or a combination thereof sufficient (unless such funds consist solely of money, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to timethe Trustee) without consideration of any reinvestment and after payment of all Federal, state and shall pay all costs, local taxes or other charges and expenses incurred or to be incurred assessments in respect thereof payable by the Trustee in relation thereto or in carrying out Trustee, to pay and discharge the provisions Principal of this Indenture, this Indenture shall cease to be of further effect with respect to and accrued interest on the outstanding Securities of such series to maturity or earlier redemption (except as irrevocably provided for under arrangements satisfactory to (i) the Company's obligationsTrustee), as the case may be; (ii) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture, the Cable Guarantees or any other material agreement or instrument to which the Issuer is a party or by which it is bound; (iii) no default or Event of Default with respect to Securities of such series under Sections 3.05, 3.06 and 11.02, (ii) rights of Holders to receive payments of the principal of (and premium, if any) and interest, if any, on the Securities of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect to the amounts so deposited with the Trustee, (iii) rights of conversion of any Security, the terms of which provide for conversion (which shall continue in full force and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such terms), and (iv) the rights, obligations and immunities of the Trustee hereunder (for which purposes the Securities of such series shall have occurred and be deemed outstanding)), and the Trustee, continuing on the written request date of such deposit; (iv) the Issuer shall have delivered to the Trustee (1) either (x) a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Holders of the CompanySecurities of such series will not recognize income, accompanied by gain or loss for Federal income tax purposes as a result of the Officer's Certificate Issuer’s exercise of its option under this Section 9.02 and will be subject to 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 or (y) an Opinion of Counsel required by Section 1.02, shall execute and deliver to the Company same effect as the ruling described in clause (x) above and based upon a change in law and (2) an Opinion of Counsel to the effect that the Holders of the Securities of such instruments as shall be requisite series have a valid security interest in the trust funds subject to evidence no prior liens under the satisfaction thereof UCC; and (v) the Issuer 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 9.02 of the Securities of such series have been complied with. The Issuer’s obligations in Sections 2.03 through 2.11, 3.02, 5.06, 5.09 and 9.05 with respect to the Securities of such seriesseries shall survive until such Securities are no longer outstanding. Thereafter, only the Issuer’s obligations in Sections 5.06 and 9.05 shall survive.

Defeasance. Provided that Except as provided below, or as otherwise specified in an indenture supplemental hereto with regard to any series of Convertible Securities, the same has been duly authorized Company will be deemed to have paid and the Company and the Guarantor will be discharged from any and all obligations in respect of the Convertible Securities of any series and the Guarantee thereof, and the provisions of this Indenture will no longer be in effect with respect to the Convertible Securities of a particular such series pursuant to Section 3.01(11), if, at any time after and the date hereof, the Company shall deposit with Guarantee thereof (and the Trustee, at the expense of the Company and the Guarantor, shall execute proper instruments acknowledging the same); provided that the following conditions shall have been satisfied: (a) the Company or the Guarantor has irrevocably deposited in trust with the Trustee as trust funds solely for the benefit of the Holders thereofof the Convertible Securities of such series, (i) funds for payment of the Principal of and interest on the Convertible Securities of such series, money sufficient to payor U.S. Government Obligations, which through the payment of principal and interest thereon will be sufficient, or a combination thereof sufficient (iiunless such funds consist solely of money, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee) U.S. Government Obligations (as defined below) as will, or will together with the income thereon without consideration of any reinvestment thereof, be sufficient to pay all sums due for and discharge the principal Principal of (and premium, if any) and interest, if any, accrued interest on the Securities of such series, as they shall become due from time to time, and shall pay all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, this Indenture shall cease to be of further effect with respect to outstanding Convertible Securities of such series to maturity or earlier redemption (except irrevocably provided for under arrangements satisfactory to the Trustee), as the case may be; (b) 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 (i) which the Company's obligationsCompany or the Guarantor, as the case may be, with respect is a party or by which it is bound or be in contravention of Articles 11 and 12 hereof or any indenture supplemental hereto contemplated by such Articles or any term or provision of any agreement creating or evidencing indebtedness ranking senior to Securities the indebtedness evidenced hereby; (c) no Default, Event of such series under Sections 3.05Default, 3.06 and 11.02, (ii) rights of Holders to receive payments of the principal of (and premium, if any) and interest, if any, on the Securities of such series as they shall become due from time to time and any other rights, duties and obligations of Holders as beneficiaries hereof default or any Covenant Enforcement Event with respect to the amounts so deposited with the Trustee, (iii) rights of conversion of any Security, the terms of which provide for conversion (which shall continue in full force and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such terms), and (iv) the rights, obligations and immunities of the Trustee hereunder (for which purposes the Convertible Securities of such series shall have occurred and be deemed outstanding)), and the Trustee, continuing on the written request date of such deposit; (d) the Company shall have delivered to the Trustee either (x) a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Holders of the CompanyConvertible Securities of such series will not recognize income, accompanied by gain or loss for U.S. federal income tax purposes as a result of such discharge under this Section 9.02 and will be subject to U.S. federal income tax on the Officer's Certificate 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 or (y) an Opinion of Counsel required by Section 1.02, shall execute and deliver to the same effect as the ruling described in clause (x) above; and (e) 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 9.02 of the Convertible Securities of such instruments series have been complied with. The obligations of the Company and the Guarantor in Sections 2.02 through 2.12, 4.02, 8.07, 8.08, 9.04 and 9.05, as shall be requisite to evidence the satisfaction thereof applicable, with respect to the Convertible Securities of such seriesseries and the Guarantee thereof shall survive until such Convertible Securities are no longer outstanding. Thereafter, only the obligations of the Company and the Guarantor in Sections 8.07, 9.04 and 9.05, as applicable, shall survive.

Defeasance. Provided that Except as provided below, the same has been duly authorized Company will be deemed to have paid and will be discharged from any and all obligations in respect of the Securities of any series and the provisions of this Indenture will no longer be in effect with respect to the Securities of a particular such series pursuant to Section 3.01(11), if, at any time after the date hereof, the Company shall deposit with (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same); provided that the following conditions shall have been satisfied: (A) the Company has irrevocably deposited in trust with the Trustee as trust funds solely for the benefit of the Holders thereofof the Securities of such series, (i) funds sufficient to pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together with for payment of the income thereon without consideration Principal of any reinvestment thereof, be sufficient to pay all sums due for the principal of (and premium, if any) and interest, if any, interest on the Securities of such series, as they shall become due from time money or U.S. Government Obligations or a combination thereof sufficient (unless such funds consist solely of money, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to timethe Trustee) without consideration of any reinvestment and after payment of all federal, state and shall pay all costs, local taxes or other charges and expenses incurred or to be incurred assessments in respect thereof payable by the Trustee in relation thereto or in carrying out Trustee, to pay and discharge the provisions Principal of this Indenture, this Indenture shall cease to be of further effect with respect to and accrued interest on the outstanding Securities of such series to maturity or earlier redemption (except as irrevocably provided for under arrangements satisfactory to (i) the Company's obligationsTrustee), as the case may be; (B) 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; (C) no Default with respect to Securities of such series under Sections 3.05, 3.06 and 11.02, (ii) rights of Holders to receive payments of the principal of (and premium, if any) and interest, if any, on the Securities of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect to the amounts so deposited with the Trustee, (iii) rights of conversion of any Security, the terms of which provide for conversion (which shall continue in full force and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such terms), and (iv) the rights, obligations and immunities of the Trustee hereunder (for which purposes the Securities of such series shall have occurred and be deemed outstanding)), and the Trustee, continuing on the written request date of such deposit; (D) the Company shall have delivered to the Trustee (1) either (x) a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company, accompanied by 's exercise of its option under this Section 8.2 and will be subject to federal income tax on the Officer's Certificate 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 or (y) an Opinion of Counsel required by Section 1.02, shall execute and deliver to the same effect as the ruling described in clause (x) above and (2) an Opinion of Counsel to the effect that the Holders of the Securities of such series have a valid security interest in the trust funds subject to no prior liens under the UCC; and (E) 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 8.2 of the Securities of such instruments as shall be requisite to evidence the satisfaction thereof series have been complied with. The Company's obligations in Sections 2.2 through 2.12, 4.1, 4.2, 7.7, 7.8 and 8.5 with respect to the Securities of such seriesseries shall survive until such Securities are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.7 and 8.5 shall survive.

Defeasance. Provided On the date that the same has following conditions shall have been duly authorized with respect to Securities of a particular series pursuant to Section 3.01(11), if, at any time after the date hereof, the Company shall deposit with the Trustee, in trust for the benefit of the Holders thereof, satisfied: (i) funds sufficient the Transferor shall have deposited (x) in the Principal Funding Account, an amount such that the amount on deposit in the Principal Funding Account following such deposit is equal to paythe Class A Outstanding Principal Amount, or and (iiy) U.S. Government Obligations (as defined below) as willin the Payment Reserve Account, or will together with the income thereon without consideration of any reinvestment thereof, be an amount sufficient to pay all sums due for the principal of (and premium, if any) and interest, if any, remaining interest on the Class A Securities of such series, as they shall become due from time scheduled to time, and shall pay all costs, charges and expenses incurred or to be incurred by accrue through the Trustee in relation thereto or in carrying out the provisions of this Indenture, this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) the Company's obligations, as the case may be, with respect to Securities of such series under Sections 3.05, 3.06 and 11.02, Expected Final Payment Date; (ii) rights the Transferor shall have delivered to the Trustee (a) an Opinion of Holders Counsel to receive payments the effect that such deposit will not result in the Trust being required to register as an "investment company" within the meaning of the principal Investment Company Act of 1940, as amended, (and premium, if anyb) and interest, if any, on the Securities an Opinion of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect Counsel to the amounts so deposited effect that following such deposit none of the Trust, the Payment Reserve Account or the Principal Funding Account will be deemed to be an association (or publicly traded partnership) taxable as a corporation, (c) a certificate of an officer of the Transferor stating that the Transferor reasonably believes that such deposit will not cause a Pay Out Event or any event that, with the Trusteegiving of notice or the lapse of time, (iii) rights of conversion of any Securityor both, the terms of which provide for conversion (which shall continue in full force and effect pursuant would constitute a Pay Out Event, to the terms set forth in Article Sixteen to the extent provided for in such terms), occur; and (iv) a Ratings Event will not occur, the rights, obligations and immunities Series 2002-3 Securities will no longer be entitled to the security interest of the Trustee hereunder Trust in the Receivables and, except those set forth in clause (for which purposes i) above, other Trust Property (a "Defeasance") and the Securities percentages applicable to the allocation to the Series 2002-3 Securityholders of such series Principal Collections, Finance Charge Collections and Defaulted Receivables will be reduced to zero. Upon satisfaction of the foregoing conditions, the Class B Invested Amount will be reduced to zero. Section 7. Article V of the Agreement. Article V of the Agreement shall read in its entirety as follows and shall be deemed outstanding)), and the Trustee, on the written request of the Company, accompanied by the Officer's Certificate and Opinion of Counsel required by Section 1.02, shall execute and deliver applicable only to the Company such instruments as shall be requisite to evidence the satisfaction thereof with respect to Securities of such series.Series 2002-3 Securities:

Defeasance. Provided that (a) The provisions of Sections 1402 and 1403 of the same has been duly authorized Senior Indenture, together with the other provisions of Article XIV of the Senior Indenture, shall be applicable to the Notes. The provisions of Section 1403 of the Senior Indenture shall apply to the covenants set forth in Section 2.4 of this Supplemental Indenture and to those covenants specified in Section 1403 of the Senior Indenture. (b) The Company, at its option (i) will be discharged from any and all obligations in respect to Securities the Notes (except for certain obligations to register the transfer or exchange of a particular series the Notes, to replace destroyed, stolen, lost or mutilated Notes, and to maintain an office or agency in respect of the Notes and hold moneys for payment in trust) or (ii) will be released from its obligations to comply with the provisions of Section 2.4 hereof, and the occurrence of an Event of Default pursuant to Section 3.01(11), 501 of the Senior Indenture shall no longer be an Event of Default if, at any time after the date hereofin either case, the Company shall deposit irrevocably deposits with the Trustee, in trust for the benefit of the Holders thereoftrust, (i) funds sufficient to pay, money or (ii) U.S. United States Government Obligations (as defined below) as will, or that through payment of interest thereon and principal thereof in accordance with their terms will together with the income thereon without consideration of any reinvestment thereof, be provide money in an amount sufficient to pay all sums due for the principal of (and premium, if any) and interest, if any, on the Securities of such series, as they shall become due from time to time, and shall pay all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) the Company's obligations, as the case may be, with respect to Securities of such series under Sections 3.05, 3.06 and 11.02, (ii) rights of Holders to receive payments of the principal of (and premium, if any) and interest, if any, any interest on the Securities Notes on the dates such payments are due (which may include one or more Redemption Dates designated by the Company) in accordance with the terms of such Notes. (c) Such a trust may only be established if, among other things, (i) no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default under the Indenture shall have occurred and be continuing on the date of such deposit, (ii) the Company shall have delivered an Opinion of Counsel to the effect that the holders of the Notes of such series will not recognize gain or loss for United States Federal income tax purposes as they shall become due from time a result of such deposit or defeasance and will be subject to time and other rights, duties and United Stated Federal income tax in the same manner as if such defeasance had not occurred. In the event the Company omits to comply with its remaining obligations under the Indenture after a defeasance of Holders as beneficiaries hereof the Indenture with respect to the amounts so deposited Notes and the Notes are declared due and payable because of the occurrence of any undefeased Event of Default, the amount of money and United States Government Obligations on deposit with the Trustee, (iii) rights Trustee may be insufficient to pay amounts due on the Notes at the time of conversion the acceleration resulting from such Event of any SecurityDefault. However, the terms of which provide for conversion (which shall continue Company will remain liable in full force and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such terms), and (iv) the rights, obligations and immunities of the Trustee hereunder (for which purposes the Securities of such series shall be deemed outstanding)), and the Trustee, on the written request of the Company, accompanied by the Officer's Certificate and Opinion of Counsel required by Section 1.02, shall execute and deliver to the Company such instruments as shall be requisite to evidence the satisfaction thereof with respect to Securities of such series.payments. ARTICLE THREE

Defeasance. Provided On the date that the same has following conditions shall have been duly authorized with respect to Securities of a particular series pursuant to Section 3.01(11), if, at any time after the date hereof, the Company shall deposit with the Trustee, in trust for the benefit of the Holders thereof, (i) funds sufficient to pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together with the income thereon without consideration of any reinvestment thereof, be sufficient to pay all sums due for the principal of (and premium, if any) and interest, if any, on the Securities of such series, as they shall become due from time to time, and shall pay all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, this Indenture shall cease to be of further effect with respect to Securities of such series (except as to satisfied: (i) the Company's obligationsTransferor shall have deposited (x) in the Principal Funding Account, an amount such that the amount on deposit in the Principal Funding Account following such deposit is equal to the sum of the Class A Outstanding Principal Amount and the Class B Outstanding Principal Amount, and (y) in the Accumulation Period Reserve Account, an amount equal to or greater than the Covered Amount, as estimated by the case may beTransferor, with respect to Securities for the period from the date of such series under Sections 3.05, 3.06 and 11.02, deposit to the Principal Funding Account through the Expected Final Payment Date; (ii) rights the Transferor shall have delivered to the Trustee (a) an Opinion of Holders Counsel to receive payments the effect that such deposit will not result in the Trust being required to register as an "investment company" within the meaning of the principal Investment Company Act of 1940, as amended, (and premium, if anyb) and interest, if any, on the Securities an Opinion of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect Counsel to the amounts so deposited effect that following such deposit none of the Trust, the Accumulation Period Reserve Account or the Principal Funding Account will be deemed to be an association (or publicly traded partnership) taxable as a corporation, (c) a certificate of an officer of the Transferor stating that the Transferor reasonably believes that such deposit will not cause a Pay Out Event or any event that, with the Trusteegiving of notice or the lapse of time, (iii) rights of conversion of any Securityor both, the terms of which provide for conversion (which shall continue in full force and effect pursuant would constitute a Pay Out Event, to the terms set forth in Article Sixteen to the extent provided for in such terms), occur; and (iv) a Ratings Event will not occur, the rights, obligations and immunities Series 1998-3 Securities will no longer be entitled to the security interest of the Trustee hereunder Trust in the Receivables and, except those set forth in clause (for which purposes i) above, other Trust assets and the Securities percentages applicable to the allocation to the Series 1998-3 Securityholders of such series Principal Collections, Finance Charge Collections and Defaulted Receivables will be reduced to zero. Upon the satisfaction of the foregoing conditions, the Class B Invested Amount will be reduced to zero. SECTION 7. Article V of the Agreement. Article V of the Agreement shall read in its entirety as follows and shall be deemed outstanding)), and the Trustee, on the written request of the Company, accompanied by the Officer's Certificate and Opinion of Counsel required by Section 1.02, shall execute and deliver applicable only to the Company such instruments as shall be requisite to evidence the satisfaction thereof with respect to Securities of such series.Series 1998-3 Securities:

Defeasance. Provided that Subject to Sections 13.1(b) and 13.2, the same has been duly authorized with respect to Securities of a particular series pursuant to Section 3.01(11), if, Funding Corporation and the Partnership at any time after the date hereofmay terminate (i) all their obligations under this Indenture, the Company shall deposit with Bonds and the Trusteeother Financing Documents which the Bonds enjoy the benefit of, in trust for and may terminate the Liens of the Senior Security Documents on the Senior Collateral to the extent that such Liens run to the benefit of the Holders thereofTrustee, the Holder or other agents under this Indenture, including the Securities Intermediary (i) funds sufficient to paya "Legal Defeasance"), or (ii) U.S. Government Obligations (as defined below) as will, or will together with the income thereon without consideration their obligations under any of any reinvestment thereof, be sufficient to pay all sums due for the principal of (and premium, if any) and interest, if any, on the Securities of such series, as they shall become due from time to time, and shall pay all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of their covenants under this Indenture, the Bonds and the other Financing Documents which the Bonds enjoy the benefit of, other than under Sections 4.1(a) and 4.2(a) and their obligation to make payments on the Bonds pursuant to Section 2.11, and may terminate the Liens of the Senior Security Documents on the Senior Collateral to the extent that such Liens run to the benefit of the Trustee, the Holders or other agents under this Indenture shall cease to be of further effect with Indenture, including the Securities Intermediary (a "Covenant Defeasance"). With respect to Securities of such series (any Covenant Defeasance, except as to (i) the Company's obligations, as the case may be, with respect to Securities of such series under Sections 3.05, 3.06 and 11.02, specified in clause (ii) rights of Holders to receive payments of the principal preceding sentence, the remainder of this Indenture and the Bonds shall be unaffected thereby. The Funding Corporation and the Partnership may exercise a Legal Defeasance notwithstanding the prior exercise of a Covenant Defeasance. If the Funding Corporation and the Partnership exercise a Legal Defeasance, payment of the Bonds may not be accelerated due to an Event of Default. Upon satisfaction of the conditions set forth herein and on demand of the Funding Corporation and the Partnership, the Trustee (x) shall acknowledge in writing the discharge of the obligations terminated by the Funding Corporation and premium, if any) and interest, if any, on the Securities of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect to the amounts so deposited with the TrusteePartnership, (iiiy) rights of conversion of any Security, shall execute (or cooperate in the terms of which provide for conversion execution of) documents and deliver (which shall continue or cooperate in full force and effect pursuant to the terms set forth delivery of) such instruments in Article Sixteen to the extent provided for in such terms), and (iv) the rights, obligations and immunities of the Trustee hereunder (for which purposes the Securities of such series writing as shall be deemed outstanding)), required by the Partnership and the TrusteeFunding Corporation to reconvey, on the written request of the Companyrelease, accompanied by the Officer's Certificate and Opinion of Counsel required by Section 1.02, shall execute assign and deliver to the Company Funding Corporation and the Partnership any and all of the Trustee's interest in the Indenture Collateral and the Senior Collateral, and the right, title and interest in and to any and all rights conveyed, assigned or pledged to the Trustee or otherwise subject to this Indenture and (z) shall turn over to the Funding Corporation or the Partnership upon request all balances then held by it hereunder. Covenant Defeasance, as effected hereby, means that the Funding Corporation and the Partnership may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth under any of the covenants in this Indenture except as set forth herein above, whether directly or indirectly by reason of any reference elsewhere herein to any such instruments as covenant or to any other provision herein or in any other document. (a) Notwithstanding Section 13.1(a) above, the obligations of the Funding Corporation and the Partnership pursuant to Sections 2.8, 2.9, 2.10, 2.11 and 9.5 shall be requisite survive until the Bonds have been paid in full. Thereafter, the obligations of the Funding Corporation pursuant to evidence the satisfaction thereof with respect to Securities of such seriesSection 9.5 shall survive.

Defeasance. Provided that (a) In addition to discharge of the same has been duly authorized Indenture pursuant to Section 8.1, in the case of any series of Securities the exact amounts (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (i) below, the Company and the Guarantors shall be deemed to have paid and discharged the entire indebtedness on all the Securities and the Guarantees of such a series on the 91st day after the date of the deposit referred to in subparagraph (i) below, and the provisions of this Indenture with respect to Securities of a particular series pursuant to Section 3.01(11), if, at any time after the date hereof, the Company shall deposit with the Trustee, in trust for the benefit of the Holders thereof, (i) funds sufficient to pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together with the income thereon without consideration of any reinvestment thereof, be sufficient to pay all sums due for the principal of (and premium, if any) and interest, if any, on the Securities of such series, as they series and the Guarantees shall become due from time to time, and shall pay all costs, charges and expenses incurred or to no longer be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i1) the Company's obligations, as the case may be, with respect to rights of registration of transfer and exchange of Securities of such series under Sections 3.05and the Company’s right of optional redemption, 3.06 and 11.02if any, (ii2) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (3) rights of Holders of Securities to receive payments of the principal of (and thereof, premium, if any) , and interestinterest thereon, upon the original stated due dates therefor (but not upon acceleration), and remaining rights of the Holders to receive mandatory sinking fund payments, if any, on (4) the rights, obligations, duties and immunities of the Trustee hereunder, (5) the rights of the Holders of Securities of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect to the amounts property so deposited with the Trustee payable to all or any of them and (6) the obligations of the Company under Section 2.5) and the Trustee, at the expense of the Company and the Guarantors, shall at the Company’s request, execute proper instruments acknowledging the same, if (iiii) rights of conversion of with reference to this provision the Company or any SecurityGuarantor has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the terms of which provide for conversion (which shall continue in full force and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such terms), and (iv) the rights, obligations and immunities benefit of the Trustee hereunder (for which purposes Holders of the Securities of such series shall (1) cash in an amount, or (2) in the case of any series of Securities the payments on which may only be deemed outstanding))made in Dollars, U.S. Government Obligations, maturing as to principal and interest at such times and in such amounts as will insure the availability of cash or (3) a combination thereof, 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 (x) the principal, premium, if any, and interest on all Securities of such series on each date that such principal, premium, if any, or interest is due and payable and (y) any mandatory sinking fund payments on the written request dates on which such payments are due and payable in accordance with the terms of the CompanyIndenture and the Securities of such series; (ii) such deposit will not result in a breach or violation of, accompanied or constitute a default under, any agreement or instrument to which the Company or any Guarantor is a party or by which it is bound; (iii) the Officer's Certificate and Company has delivered to the Trustee an Opinion of Counsel required by Section 1.02based on the fact that (x) the Company has received from, shall execute and deliver or there has been published by, the Internal Revenue Service a ruling or (y) since the date hereof, there has been a change in the applicable Federal income tax law, in either case to the effect that, and such opinion shall confirm that, the Holders of the Securities of such 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 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; and (iv) the Company such instruments as 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 contemplated by this provision have been complied with. (b) The Company and the Guarantors shall be requisite to evidence the satisfaction thereof released from each of their obligations with respect to the Securities of any series outstanding (except for: (i) the obligations set forth as exceptions above in Section 8.2(a); (ii) the obligations to (w) compensate and indemnify the Trustee, (x) appoint a successor Trustee, (y) repay certain moneys held by the Paying Agent and (z) return certain unclaimed moneys held by the Trustee; and (iii) such obligations of the Company and the Guarantors as are required by the TIA) on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”). For this purpose, such Covenant Defeasance means that, with respect to the outstanding Securities of any series, the Company and the Guarantors are required only to comply with the above obligations and shall have no liability in respect of any term, condition or limitation set forth in any other Section, whether directly or indirectly by reason of any reference to such Section by any other remaining provision or in any other document and such compliance only to the above obligations shall not constitute an Event of Default under Section 6.1. The following shall be the conditions to application of this Section 8.2(b): (i) The Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the holders of the Securities of such series, (A) cash in an amount, or (B) in the case of any series of Securities the payments on which may only be made in Dollars, U.S. Government Obligations maturing as to principal and interest at such times and in such amounts as will insure the availability of cash or (C) a combination thereof, 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 (X) the principal, premium, if any, and interest on all Securities of such series and (Y) any mandatory sinking fund payments on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series. (ii) Such Covenant Defeasance shall not cause the Trustee to have a conflicting interest as set forth in Article 7 and for purposes of the TIA with respect to any securities of the Company. (iii) Such Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company or any Guarantor is a party or by which it is bound. (iv) The Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of such Covenant Defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred. (v) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the Covenant Defeasance contemplated by this provision have been complied with.

Defeasance. Provided The Indenture provides that the same has been duly authorized Company (and to the extent applicable, the Guarantors), at its option, (a) will be Discharged from any and all obligations in respect of the Debentures (except in each case for certain obligations to register the transfer or exchange of the Debentures, replace stolen, lost or mutilated Debentures, maintain paying agencies and hold moneys for payment in trust) or (b) need not comply with the covenants described above under "Restrictive Covenants" and certain Events of Default (other than those arising out of the failure to pay interest or principal on the Debentures and certain events of bankruptcy, insolvency and reorganization) will no longer constitute Events of Default with respect to Securities of a particular series pursuant to Section 3.01(11)such Debentures, if, at any time after the date hereof, in each case if the Company shall deposit deposits with the Trustee, in trust for trust, money or the benefit equivalent in securities of the Holders government which issued the currency in which the Debentures are denominated or government agencies backed by the full faith and credit of such government, or a combination thereof, (i) funds sufficient to pay, or (ii) U.S. Government Obligations (as defined below) as will, or which through the payment of interest thereon and principal thereof in accordance with their terms will together with the income thereon without consideration of any reinvestment thereof, be provide money in an amount sufficient to pay all sums due for the principal of (including any mandatory sinking fund payments) of, and premiuminterest on, if any) and interest, if any, such series on the Securities dates such payments are due in accordance with the terms of such seriesDebentures. To exercise any such option, as they shall become due from time the Company is required, among other things, to time, and shall pay all costs, charges and expenses incurred or deliver to be incurred by the Trustee in relation thereto or in carrying out an opinion of counsel to the provisions of this Indenture, this Indenture shall cease to be of further effect with respect to Securities of such series (except as to that (i) the Company's obligations, as deposit and related defeasance would not cause the case may be, with respect to Securities Holders of such series under Sections 3.05to recognize income, 3.06 gain or loss for Federal income tax purposes and, in the case of a Discharge pursuant to clause (a), accompanied by a ruling to such effect received from or published by the United States Internal Revenue Service and 11.02, (ii) rights of Holders to receive payments the creation of the principal defeasance trust will not violate the Investment Company Act of (and premium1940, if any) and interest, if any, on the Securities of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect to the amounts so deposited with the Trustee, (iii) rights of conversion of any Securityamended. In addition, the terms of which provide for conversion (which shall continue in full force and effect pursuant Company is required to the terms set forth in Article Sixteen to the extent provided for in such terms), and (iv) the rights, obligations and immunities of the Trustee hereunder (for which purposes the Securities of such series shall be deemed outstanding)), and the Trustee, on the written request of the Company, accompanied by the Officer's Certificate and Opinion of Counsel required by Section 1.02, shall execute and deliver to the Trustee an Officers' Certificate stating that such deposit was not made by the Company such instruments as shall be requisite to evidence with the satisfaction thereof intent of preferring the Holders over other creditors of the Company or with respect to Securities the intent of such seriesdefeating, hindering, delaying or defrauding creditors of the Company or others.

Defeasance. Provided On the date that the same has following conditions shall have been duly authorized with respect to Securities of a particular series pursuant to Section 3.01(11), if, at any time after the date hereof, the Company shall deposit with the Trustee, in trust for the benefit of the Holders thereof, (i) funds sufficient to pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together with the income thereon without consideration of any reinvestment thereof, be sufficient to pay all sums due for the principal of (and premium, if any) and interest, if any, on the Securities of such series, as they shall become due from time to time, and shall pay all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, this Indenture shall cease to be of further effect with respect to Securities of such series (except as to satisfied: (i) the Company's obligationsTransferor shall have deposited (x) in the Principal Funding Account, an amount such that the amount on de- posit in the Principal Funding Account following such deposit is equal to the sum of the Class A Outstanding Principal Amount and the Class B Outstanding Principal Amount, and (y) in the Accumulation Period Reserve Account, an amount equal to or greater than the Covered Amount, as estimated by the case may beTransferor, with respect to Securities for the period from the date of such series under Sections 3.05, 3.06 and 11.02, deposit to the Principal Funding Account through the Expected Final Payment Date; (ii) rights the Transferor shall have delivered to the Trustee (a) an Opinion of Holders Counsel to receive payments the effect that such deposit will not result in the Trust being required to register as an "investment company" within the meaning of the principal Investment Company Act of 1940, as amended, (and premium, if anyb) and interest, if any, on the Securities an Opinion of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect Counsel to the amounts so deposited effect that following such deposit none of the Trust, the Accumulation Period Reserve Account or the Principal Funding Account will be deemed to be an association (or publicly traded partnership) taxable as a corporation, (c) a certificate of an officer of the Transferor stating that the Transferor reasonably believes that such deposit will not cause a Pay Out Event or any event that, with the Trusteegiving of notice or the lapse of time, (iii) rights of conversion of any Securityor both, the terms of which provide for conversion (which shall continue in full force and effect pursuant would constitute a Pay Out Event, to the terms set forth in Article Sixteen to the extent provided for in such terms), occur; and (iv) a Ratings Event will not occur, the rights, obligations and immunities Series 1998-2 Securities will no longer be entitled to the security interest of the Trustee hereunder Trust in the Receivables and, except those set forth in clause (for which purposes the Securities of such series shall be deemed outstanding))i) above, other Trust assets and the Trusteepercentages applicable to the allocation to the Series 1998-2 Securityholders of Principal Collections, on Finance Charge Collections and Defaulted Receivables will be reduced to zero. Upon the written request satisfaction of the Companyforegoing conditions, accompanied by the Officer's Certificate and Opinion of Counsel required by Section 1.02, shall execute and deliver Class B Invested Amount will be reduced to the Company such instruments as shall be requisite to evidence the satisfaction thereof with respect to Securities of such serieszero.

Defeasance. Provided If and when all Outstanding Certificates shall be paid and discharged in any one or more of the following ways then, at the election of the Board, and notwithstanding that any Certificates shall not have been surrendered for payment, all obligations of the same has been duly authorized Trustee and the Board under this Indenture with respect to Securities all Outstanding Certificates shall cease and terminate, except only the obligation of a particular series pursuant the Trustee to Section 3.01(11)pay or cause to be paid to the Owners of the Certificates not so surrendered and paid all sums due thereon, ifwithout further payment of interest or earnings thereon: (a) By well and truly paying or causing to be paid the principal of and interest with respect to all Certificates Outstanding, at any time after as and when the date hereof, the Company shall deposit same become due and payable; (b) By depositing with the Trustee, in trust for the benefit of the Holders thereoftrust, (i) funds sufficient to payat or before maturity, or (ii) U.S. Government Obligations (as defined below) as willmoney which, or will together with the income thereon without consideration of any reinvestment thereofamounts then on deposit in the Installment Payment Fund, be is fully sufficient to pay all sums due for the Certificates Outstanding, including all principal of thereof and interest thereon; or (and premium, if anyc) and interest, if any, on the Securities of such series, as they shall become due from time to time, and shall pay all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) the Company's obligations, as the case may be, with respect to Securities of such series under Sections 3.05, 3.06 and 11.02, (ii) rights of Holders to receive payments of the principal of (and premium, if any) and interest, if any, on the Securities of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect to the amounts so deposited By irrevocably depositing with the Trustee, in trust, direct, non-callable obligations of the United States of America consisting of United States Treasury bills, certificates, notes and bonds (iii) rights of conversion of any Security, the terms of which provide for conversion (which shall continue in full force including State and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such termsLocal Government Series), and non-callable zero coupon United States Treasury bonds in such amount as an independent certified public accountant shall certify and determine will, together with the interest to accrue thereon, the beginning cash deposit and amounts then on deposit in the Installment Payment Fund, together with the interest to accrue thereon, be fully sufficient, without reinvestment, to pay and discharge all Certificates (ivincluding all principal and interest) at or before their respective maturity dates, as provided in Section 9.1 of the rightsPurchase Contract. Certificates shall be deemed “Outstanding” under this Indenture unless and until they are in fact paid and retired or the above criteria are met. Any funds held by the Trustee, obligations at the time of one of the events described in paragraphs (a) through (c) of this Section, which are not required for the payment to be made to Owners, shall be paid over to the Board. Any Certificate or portion thereof in authorized denominations may be paid and immunities discharged as provided in this Section; provided, however, that if any such Certificate or portion thereof is to be redeemed, notice of such redemption shall have been given in accordance with the provisions hereof or the Board shall have submitted to the Trustee instructions expressed to be irrevocable as to the date upon which such Certificate or portion thereof is to be redeemed and as to the giving of notice of such redemption; and provided further, that if any such Certificate or portion thereof will not mature or be redeemed within 60 days of the deposit referred to in paragraphs (b) through (c) of this Section, the Trustee shall give notice of such deposit by first class mail to the Owners. If the Board makes the advance deposit required by Section 9.1 of the Purchase Contract, or prepays the Installment Payments in full pursuant to Section 9.2 of the Purchase Contract, or pays all Installment Payments during the term of the Purchase Contract as the same become due and payable, any right, title and interest of the Trustee hereunder (for which purposes in and to each element of the Securities of such series Improvements shall be deemed outstanding)), transferred to and vested in the Trustee, on the written request of the Company, accompanied Board. The Trustee agrees to take any and all steps and execute and record any and all documents reasonably required by the Officer's Certificate and Opinion of Counsel required by Section 1.02, shall execute and deliver to the Company such instruments as shall be requisite Board to evidence the satisfaction thereof with respect to Securities termination of such seriesany right, title and interest of the Trustee in the Improvements.

Defeasance. Provided On the date that the same has following conditions shall have been duly authorized with respect to Securities of a particular series pursuant to Section 3.01(11), if, at any time after the date hereof, the Company shall deposit with the Trustee, in trust for the benefit of the Holders thereof, (i) funds sufficient to pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together with the income thereon without consideration of any reinvestment thereof, be sufficient to pay all sums due for the principal of (and premium, if any) and interest, if any, on the Securities of such series, as they shall become due from time to time, and shall pay all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, this Indenture shall cease to be of further effect with respect to Securities of such series (except as to satisfied: (i) the Company's obligationsTransferor shall have deposited or caused to be deposited (x) in the Principal Funding Account, as an amount such that the case may be, with respect amount on deposit in the Principal Funding Account following such deposit is equal to Securities the sum of such series under Sections 3.05, 3.06 and 11.02(I) the Class A Outstanding Principal Amount, (iiII) rights of Holders the Class B Outstanding Principal Amount and (III) the Excess Collateral Outstanding Principal Amount (determined on a net basis, after taking into account any Excess Collateral Daily Principal payable to receive payments the Transferor on the Defeasance Date pursuant to subsection 4.12(d) of the principal of (and premium, if any) and interest, if any, on the Securities of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect to the amounts so deposited with the Trustee, (iii) rights of conversion of any Security, the terms of which provide for conversion (which shall continue in full force and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such termsAgreement), and (ivy) in the Accumulation Period Reserve Account, an amount such that the amount on deposit in the Accumulation Period Reserve Account following such deposit is sufficient to pay and discharge (without relying on income or gain from reinvestment of such amount) all remaining scheduled interest payments on all outstanding Series 2000-2 Securities on the dates scheduled for such payments in the Agreement; (ii) the rightsTransferor shall have delivered to the Trustee (a) an Opinion of Counsel to the effect that such deposit will not result in the Trust being required to register as an "investment company" within the meaning of the Investment Company Act of 1940, obligations as amended, (b) an Opinion of Counsel to the effect that following such deposit none of the Trust, the Accumulation Period Reserve Account or the Principal Funding Account will be deemed to be an association (or publicly traded partnership) taxable as a corporation and immunities (c) a certificate of an officer of the Transferor stating that the Transferor reasonably believes that such deposit will not cause a Pay Out Event or any event that, with the giving of notice or the lapse of time, or both, would constitute a Pay Out Event, to occur; and (iii) a Ratings Event will not occur, the Series 2000-2 Securities will no longer be entitled to the security interest of the Trustee hereunder in the Receivables and, except those set forth in clause (for which purposes i) above, other Trust Property and the Securities percentages applicable to the allocation to the Series 2000-2 Securityholders of such series Principal Collections, Finance Charge Collections and Receivables in Defaulted Accounts will be reduced to zero. Section 7. Article V of the Agreement. Article V of the Agreement shall read in its entirety as follows and shall be deemed outstanding)), and the Trustee, on the written request of the Company, accompanied by the Officer's Certificate and Opinion of Counsel required by Section 1.02, shall execute and deliver applicable only to the Company such instruments as shall be requisite to evidence the satisfaction thereof with respect to Securities of such series.Series 2000-2 Securities:

Defeasance. Provided The Securities may be defeased in whole or in part on the date that the same has following conditions shall have been duly authorized with respect to Securities of a particular series pursuant to Section 3.01(11), if, at any time after the date hereof, the Company shall deposit with the Trustee, in trust for the benefit of the Holders thereof, satisfied: (i) funds sufficient there shall have been deposited (x) in the Principal Funding Account, an amount such that the amount on deposit in the Principal Funding Account following such deposit is equal to paythe sum of the outstanding principal amount of the Class A Securities, the outstanding principal amount of the Class B Securities and the outstanding principal amount of the Collateral Interest so defeased, and (y) in the Reserve Account, an amount equal to or greater than the anticipated excess of the Base Rate over the investment earnings on the amount deposited in the Principal Funding Account pursuant to clause (x) of this Section 7.6, as estimated by the Transferor, for the period from the date of such deposit to the Principal Funding Account through the June 2001 Distribution Date; (ii) U.S. Government Obligations the Transferor shall have delivered to the Trustee (a) an opinion of counsel to the effect that such deposit will not result in the Trust being required to register as defined belowan "investment company" within the meaning of the Investment Company Act of 1940, as amended, (b) an opinion of counsel to the effect that following such deposit none of the Trust, the Reserve Account or the Principal Funding Account will be deemed to be an association (or publicly traded partnership) taxable as willa corporation, (c) a certificate of an officer of the Transferor stating that the Transferor reasonably believes that such deposits will not cause a Pay Out Event or will together any event that, with the income thereon without consideration giving of any reinvestment thereof, be sufficient to pay all sums due for notice or the principal lapse of (and premium, if any) and interest, if any, on the Securities of such series, as they shall become due from time to time, and shall pay all costswould constitute a Pay Out Event, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) the Company's obligations, as the case may be, with respect to Securities of such series under Sections 3.05, 3.06 and 11.02, (ii) rights of Holders to receive payments of the principal of (and premium, if any) and interest, if any, on the Securities of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect to the amounts so deposited with the Trustee, occur; (iii) rights of conversion of any Security, the terms of which provide for conversion (which Rating Agency Condition shall continue have been satisfied in full force and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in connection with such terms), events; and (iv) the rightsamounts deposited into the Principal Funding Account and the Reserve Account pursuant to clauses (x) and (y) of this Section 7.6 are proceeds from the issuance of a Series of Investor Securities. If the Securities have been defeased in whole, obligations and immunities the Series 1998-2 Securities will no longer be entitled to the security interest of the Trustee hereunder Trust in the Receivables and, except those set forth in clause (for which purposes the Securities of such series shall be deemed outstanding))i) above, other Trust assets and the Trusteepercentages applicable to the allocation to the Series 1998-2 Securityholders of Collections of Principal Receivables, on Collections of Finance Charge Receivables and Collections of Defaulted Receivables will be reduced to zero. Upon the written request satisfaction of the Companyforegoing conditions, accompanied by the Officer's Certificate and Opinion of Counsel required by Section 1.02, shall execute and deliver Class D Invested Amount will be reduced to the Company such instruments as shall be requisite to evidence the satisfaction thereof with respect to Securities of such serieszero.

Defeasance. Provided that Except as provided below, the same has been duly authorized Company will be deemed to have paid and will be discharged from any and all obligations in respect of the Securities of any series and the provisions of this Indenture will no longer be in effect with respect to the Securities of a particular such series pursuant to Section 3.01(11), if, at any time after the date hereof, the Company shall deposit with (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same); provided that the following conditions shall have been satisfied: (a) the Company has irrevocably deposited in trust with the Trustee as trust funds solely for the benefit of the Holders thereofof the Securities of such series, (i) funds sufficient to pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together with for payment of the income thereon without consideration Principal of any reinvestment thereof, be sufficient to pay all sums due for the principal of (and premium, if any) and interest, if any, interest on the Securities of such series, as they shall become due from time money or U.S. Government Obligations or a combination thereof sufficient (unless such funds consist solely of money, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to timethe Trustee) without consideration of any reinvestment and after payment of all federal, state and shall pay all costs, local taxes or other charges and expenses incurred or to be incurred assessments in respect thereof payable by the Trustee in relation thereto or in carrying out Trustee, to pay and discharge the provisions Principal of this Indenture, this Indenture shall cease to be of further effect with respect to and accrued interest on the outstanding Securities of such series to maturity or earlier redemption (except as irrevocable provided for under arrangements satisfactory to (i) the Company's obligationsTrustee), as the case may be; (b) 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; (c) no Default with respect to Securities of such series under Sections 3.05, 3.06 and 11.02, (ii) rights of Holders to receive payments of the principal of (and premium, if any) and interest, if any, on the Securities of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect to the amounts so deposited with the Trustee, (iii) rights of conversion of any Security, the terms of which provide for conversion (which shall continue in full force and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such terms), and (iv) the rights, obligations and immunities of the Trustee hereunder (for which purposes the Securities of such series shall have occurred and be deemed outstanding))continuing on the date of such deposit; (d) the Company shall have delivered to the Trustee (1) either (x) a ruling directed to the Trustee received from the United States Internal Revenue Service to the effect that the Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company's exercise of its option under this Section 8.2 and will be subject to 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, (y) an Opinion of Counsel to the same effect as the ruling described in clause (x) above and based upon a change in law, or (z) an instrument, in form reasonably satisfactory to the Trustee, on the written request of wherein the Company, notwithstanding the payment and discharge, pursuant to this Section 8.2, of its indebtedness in respect of Securities of any series, or any portion of the principal amount thereof, shall assume the obligation (which shall be absolute and unconditional) to irrevocably deposit with the Trustee such additional sums of money, if any, or additional U.S. Government Obligations (meeting the requirements of this Article 8), if any, or any combination thereof, at such time or times, as shall be necessary, together with the money and/or U.S. Government Obligations theretofore so deposited, to pay when due the Principal of and premium, if any, and interest due and to become due on such Securities or portions thereof; provided, however, that such instrument may state that the obligation of the 38 44 Company to make additional deposits as aforesaid shall be subject to the delivery to the Company by the Trustee of a notice asserting the deficiency accompanied by an opinion of an independent public accountant of nationally recognized standing, selected by the Officer's Certificate Trustee, showing the calculation thereof, and (2) an Opinion of Counsel required by Section 1.02, shall execute and deliver to the effect that the Holders of the Securities of such series have a valid security interest in the trust finds subject to no prior liens under the UCC; and (e) 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 8.2 of the Securities of such instruments as shall be requisite to evidence the satisfaction thereof series have been complied with. The Company's obligations in Sections 2.2 through 2.12, 4.2, 7.7, 7.8 and 8.5 with respect to the Securities of such seriesseries shall survive until such Securities are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.7 and 8.5 shall survive.

Defeasance. Provided that The Corporation, and the same has been duly authorized Guarantor, if applicable, shall be deemed to have fully satisfied their obligations under this Indenture in respect of all of the outstanding Debentures or all of the outstanding Debentures of any series and the Trustee, at the expense of the Corporation, shall execute and deliver proper instruments acknowledging the full release of the Corporation and the Guarantor from their covenants herein contained in respect of all of the outstanding Debentures or all of the outstanding Debentures of any series when, with respect to Securities all of a particular series pursuant to Section 3.01(11)the outstanding Debentures or all of the outstanding Debentures of any series, if, at any time after as the date hereofcase may be, the Company shall deposit Corporation or the Guarantor has deposited or caused to be deposited with the Trustee, Trustee as: (a) trust funds in trust pursuant hereto, or made provision satisfactory to the Trustee for the benefit of the Holders thereofpayment of, (i) funds an amount sufficient to pay, satisfy and discharge the entire amount of principal and accrued and unpaid interest to the maturity date of all the outstanding Debentures or all the outstanding Debentures of such series; (b) trust property in trust pursuant hereto: (i) in the event the Debentures are payable in Canadian currency, such amount of direct obligations of, or obligations the principal and interest of which are guaranteed by: (A) the Government of Canada, or (B) a province of Canada which are rated by both Dominion Bond Rating Service Limited and CBRS Inc. (or their successors or similar recognized rating services) at least AA and A+, respectively, at the time of the deposit thereof, or (ii) U.S. Government Obligations (as defined below) as willin the event the Debentures are payable in United States currency, such amount of direct obligations of, or will obligations the principal and interest of which are guaranteed by, the Government of the United States of America, in each case as shall, together with the income to accrue thereon without consideration of any reinvestment thereof, be sufficient in the opinion of an independent chartered accountant (which may include the Corporation's auditors or the Guarantor's auditors) to pay pay, satisfy and discharge the entire amount of principal and accrued and unpaid interest to the maturity date of all sums due the outstanding Debentures or all the outstanding Debentures of such series and for the principal payment of (and premiumany taxes arising with respect to such deposited funds, if any) and interest, if any, on the Securities of such series, obligations and/or other securities as they same shall become due from time to time, and shall pay ; or (c) the Corporation has delivered to the Trustee all costs, charges and expenses incurred the outstanding Debentures or all the outstanding Debentures of such series for cancellation; FINOVA Trust Indenture Page 45 of 61 provided that in any case: (d) the Corporation or the Guarantor has paid or caused to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, this Indenture shall cease to be of further effect paid all other sums payable with respect to Securities all the outstanding Debentures or all the outstanding Debentures of such series series; and (except as to (ie) the Company's obligationsCorporation or the Guarantor has delivered to the Trustee a Certificate of the Corporation or a Certificate of the Guarantor, as the case may be, stating that all conditions precedent set forth in this Section 9.6 relating to the payment, satisfaction and discharge of the outstanding obligations relating to all the outstanding Debentures or all the outstanding Debentures of such series have been complied with by the Corporation or the Guarantor, as applicable. Any deposits with the Trustee referred to in this Section 9.6 shall be made under the terms of an escrow trust agreement in form and substance satisfactory to the Trustee and which provides for the due and punctual payment of the principal and accrued interest of all the outstanding Debentures or all the outstanding Debentures of such series. Upon the satisfaction of the conditions set forth in this Section 9.6 with respect to Securities all the outstanding Debentures or all the outstanding Debentures of such series series, the Corporation and the Guarantor shall have and be deemed to have satisfied all of their obligations under Sections 3.05such Debentures and any related coupons and this Indenture insofar as such Debentures and any related coupons are concerned, 3.06 and 11.02, except for the following which shall survive unless otherwise terminated or discharged hereunder: (iia) the rights of the Holders of such Debentures and any related coupons to receive receive, solely from the trust fund described herein, payments in respect of the principal of (and principal, premium, if any, and interest on such Debentures and any related coupons when due; (b) and interest, if any, on the Securities of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect to the amounts so deposited with the Trustee, (iii) rights of conversion of any Security, the terms of which provide for conversion (which shall continue in full force and effect Corporation pursuant to the terms set forth in Article Sixteen provisions of Sections 2.10, 3.1 to 3.7 inclusive, 7.2 and 7.4; (c) the extent provided for in such terms), obligations of the Corporation and the Guarantor pursuant to Section 13.3; (ivd) the rights, obligations powers, trusts, duties and immunities of the Trustee hereunder hereunder; and (for which purposes the Securities e) this Section 9.6. FINOVA Trust Indenture Page 46 of such series shall be deemed outstanding)), and the Trustee, on the written request of the Company, accompanied by the Officer's Certificate and Opinion of Counsel required by Section 1.02, shall execute and deliver to the Company such instruments as shall be requisite to evidence the satisfaction thereof with respect to Securities of such series.61

Defeasance. Provided that (a) The provisions of Sections 1402 and 1403 of the same has been duly authorized Senior Indenture, together with the other provisions of Article XIV of the Senior Indenture, shall be applicable to the Notes. The provisions of Section 1403 of the Senior Indenture shall apply to the covenants set forth in Section 2.4 of this Supplemental Indenture and to those covenants specified in Section 1403 of the Senior Indenture. (b) The Company, at its option (i) will be discharged from any and all obligations in respect to Securities the Notes (except for certain obligations to register the transfer or exchange of a particular series the Notes, to replace destroyed, stolen, lost or mutilated Notes, and to maintain an office or agency in respect of the Notes and hold moneys for payment in trust) or (ii) will be released from its obligations to comply with the provisions of Section 2.4 hereof, and the occurrence of an Event of Default pursuant to Section 3.01(11), 501 of the Senior Indenture shall no longer be an Event of Default if, at any time after the date hereofin either case, the Company shall deposit irrevocably deposits with the Trustee, in trust for the benefit of the Holders thereoftrust, (i) funds sufficient to pay, money or (ii) U.S. United States Government Obligations (as defined below) as will, or that through payment of interest thereon and principal thereof in accordance with their terms will together with the income thereon without consideration of any reinvestment thereof, be provide money in an amount sufficient to pay all sums due for the principal of (and premium, if any) and interest, if any, on the Securities of such series, as they shall become due from time to time, and shall pay all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) the Company's obligations, as the case may be, with respect to Securities of such series under Sections 3.05, 3.06 and 11.02, (ii) rights of Holders to receive payments of the principal of (and premium, if any) and interest, if any, any interest on the Securities Notes on the dates such payments are due (which may include one or more Redemption Dates designated by the Company) in accordance with the terms of such Notes. (c) Such a trust may only be established if, among other things, (i) no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default under the Indenture shall have occurred and be continuing on the date of such deposit, (ii) the Company shall have delivered an Opinion of Counsel to the effect that the holders of the Notes of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect to the amounts so deposited with the Trustee, (iii) rights of conversion of any Security, the terms of which provide will not recognize gain or loss for conversion (which shall continue in full force and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such terms), and (iv) the rights, obligations and immunities of the Trustee hereunder (for which purposes the Securities of such series shall be deemed outstanding)), and the Trustee, on the written request of the Company, accompanied by the Officer's Certificate and Opinion of Counsel required by Section 1.02, shall execute and deliver to the Company such instruments as shall be requisite to evidence the satisfaction thereof with respect to Securities of such series.United States Federal income tax

Defeasance. Provided that (a) When principal or Redemption Price (as the case may be) of, and interest on, all Bonds issued hereunder have been paid, or provision has been made for payment of the same has been duly authorized when due in the manner described in this Section 12.01, whether at maturity or upon redemption, acceleration, or otherwise, together with all other sums payable hereunder or under the Agreement, the right, title and interest of the Trustee shall thereupon cease (except with respect to Securities moneys or securities held by the Trustee hereunder for the payment of a particular series pursuant to Section 3.01(11)the principal or Redemption Price (as the case may be) of, if, at any time after the date hereofand interest on, the Company shall deposit with Bonds and other amounts) and the Trustee, in trust on written demand of the Authority, shall release the lien of this Indenture and shall execute documents to evidence such release as may be reasonably required by the Authority, shall surrender the Notes to the Company and shall turn over to the Company or to such person, body or authority as may be entitled to receive the same all balances then held by it hereunder. (b) Provision for the benefit payment of Bonds shall be deemed to have been made upon the Holders thereof, delivery to the Trustee of (i) funds cash in an amount which, when added to any other moneys held by the Trustee and available for such payment, would be sufficient to paymake all payments specified above, or (ii) U.S. Government Obligations (as defined below) as which are non-callable prior to the stated maturity thereof and having stated maturities arranged so that the principal of and interest becoming due and payable on such Government Obligations will, under any and all circumstances (and without further investment or will together with reinvestment of either the income thereon without consideration of any reinvestment thereofprincipal amount thereof or the interest earned thereon), be sufficient (as confirmed by a nationally recognized firm of public accountants) to pay make all sums due for such payments, or (iii) any combination of such cash and such Government Obligations the principal amounts of which and interest thereon, when due, are or will be, in the aggregate, sufficient to make all such payments, and in each case, the delivery to the Trustee of (a) an opinion of Bond Counsel to the effect that such defeasance is permitted under this Section 12.01 and premium, if any(b) an opinion of Counsel selected by the Trustee and interest, if any, on reasonably acceptable to the Securities Company as to such other matters as the Trustee or the Holders of such series, as they at least a majority in aggregate principal amount of the Outstanding Bonds may reasonably request. Neither the obligations nor moneys deposited with the Trustee pursuant to this Section shall become due from time to timebe withdrawn or used for any purpose other than, and shall pay all costs, charges be segregated and expenses incurred or to be incurred by held in trust for the Trustee in relation thereto or in carrying out the provisions of this Indenture, this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) the Company's obligations, as the case may be, with respect to Securities of such series under Sections 3.05, 3.06 and 11.02, (ii) rights of Holders to receive payments payment of the principal of, Redemption Price and interest on said Bonds. (c) The release of (and premium, if any) and interest, if any, on the Securities of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect the Authority under this Section 12.01 shall not affect the obligations of the Company to make direct payments to the amounts so deposited with the Trustee, (iii) rights of conversion of any SecurityAuthority, the terms Trustee or any Holder of which provide for conversion (which shall continue in full force and effect the Bonds pursuant to the terms set forth in Article Sixteen to the extent provided for in such terms), and (iv) the rights, obligations and immunities of the Trustee hereunder (for which purposes the Securities of such series shall be deemed outstanding)), and the Trustee, on the written request of the Company, accompanied by the Officer's Certificate and Opinion of Counsel required by Section 1.02, shall execute and deliver to the Company such instruments as shall be requisite to evidence the satisfaction thereof with respect to Securities of such seriesAgreement.

Defeasance. Provided that Except as provided below, the same has been duly authorized Company will be deemed to have paid and will be discharged from any and all obligations in respect of the Securities of any series and the provisions of this Indenture will no longer be in effect with respect to the Securities of a particular such series pursuant to Section 3.01(11), if, at any time after the date hereof, the Company shall deposit with (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same); PROVIDED that the following conditions shall have been satisfied: (i) the Company has irrevocably deposited in trust with the Trustee as trust funds solely for the benefit of the Holders thereofof the Securities of such series, (i) funds sufficient to pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together with for payment of the income thereon without consideration Principal of any reinvestment thereof, be sufficient to pay all sums due for the principal of (and premium, if any) and interest, if any, interest on the Securities of such series, as they shall become due from time money or U.S. Government Obligations or a combination thereof sufficient (unless such funds consist solely of money, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to timethe Trustee) without consideration of any reinvestment and after payment of all federal, state and shall pay all costs, local taxes or other charges and expenses incurred or to be incurred assessments in respect thereof payable by the Trustee in relation thereto or in carrying out Trustee, to pay and discharge the provisions Principal of this Indenture, this Indenture shall cease to be of further effect with respect to and accrued interest on the outstanding Securities of such series to maturity or earlier redemption (except as irrevocably provided for under arrangements satisfactory to (i) the Company's obligationsTrustee), as the case may be; (ii) 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; (iii) no Default with respect to Securities of such series under Sections 3.05, 3.06 and 11.02, (ii) rights of Holders to receive payments of the principal of (and premium, if any) and interest, if any, on the Securities of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect to the amounts so deposited with the Trustee, (iii) rights of conversion of any Security, the terms of which provide for conversion (which shall continue in full force and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such terms), and (iv) the rights, obligations and immunities of the Trustee hereunder (for which purposes the Securities of such series shall have occurred and be deemed outstanding)), and the Trustee, continuing on the written request date of such deposit; (iv) the Company shall have delivered to the Trustee (1) either (x) a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company, accompanied by 's exercise of its option under this Section 8.2 and will be subject to federal income tax on the Officer's Certificate 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 or (y) an Opinion of Counsel required by Section 1.02, shall execute and deliver to the same effect as the ruling described in clause (x) above and based upon a change in law and (2) an Opinion of Counsel to the effect that the Holders of the Securities of such series have a valid security interest in the trust funds subject to no prior liens under the UCC; and (v) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 8.2 of the Securities of such instruments as shall be requisite to evidence the satisfaction thereof series have been complied with. The Company's obligations in Sections 2.2 through 2.12, 4.2, 7.7, 7.8 and 8.5 with respect to the Securities of such seriesseries shall survive until such Securities are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.7 and 8.5 shall survive.

Defeasance. Provided SECTION 11.01. If and when the principal of, and the premium, if any, and the interest on, all the Securities outstanding hereunder and all other sums due hereunder shall have been well and truly paid at the times and in the manner therein and herein expressed, this Indenture shall cease and determine, and, at the written request of the Company, accompanied by the Officers' Certificate and Opinion of Counsel required by Section 14.03, and upon proof being given to the reasonable satisfaction of the Trustee that all the same has Securities have been duly authorized with respect paid or satisfied and upon payment of the costs, charges and expenses incurred or to Securities be incurred by the Trustee in relation thereto or in carrying out the provisions of a particular series pursuant this Indenture, the Trustee shall cancel this Indenture and execute and deliver to Section 3.01(11), ifthe company such instruments as shall be requisite to evidence the satisfaction hereof. SECTION 11.02. If, at any time after the date hereof, the Company shall deposit with the Trustee, in trust for the benefit of the Holders holders thereof, (i) funds sufficient to pay, or (ii) U.S. Government Obligations (such amount of direct obligations of the United States of America as defined below) as will, will or will together with the income thereon without consideration of any reinvestment thereof, thereof be sufficient to pay pay, all sums due for the principal of (and of, premium, if any) , and interest, if any, interest on the Securities of such a particular series, as they shall become due from time to time, and shall pay all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this IndentureIndenture in relation thereto, this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) the Company's obligationsrights of registration of transfer, as the case may be, with respect to substitution and exchange of Securities of such series under Sections 3.05, 3.06 and 11.02series, (ii) rights of Holders holders to receive payments of the principal of (and of, premium, if any) , and interest, if any, interest on the Securities of such series as they shall become due from time to time and other rights, duties and obligations of Holders Securityholders as beneficiaries hereof with respect to the amounts so deposited with the Trustee, and (iii) rights of conversion of any Security, the terms of which provide for conversion (which shall continue in full force and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such terms), and (iv) the rights, obligations and immunities of the Trustee hereunder (for which purposes the Securities of such series shall be deemed outstanding)), and the Trustee, on the written request of the Company, accompanied by the Officer's Officers' Certificate and Opinion of Counsel required by Section 1.0214.03, and an Opinion of Counsel to the effect that holders of the Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of the Company's action under this Section 11.02 and will be subject to Federal income tax in the same amount, in the same manner and at the same times as would have been the case if such action had not been taken, shall execute and deliver to the Company such instruments as shall be requisite to evidence the satisfaction thereof with respect to Securities of such series. The Trustee shall apply the moneys so deposited solely to the payment to the holders of the Securities of such series of all sums due thereon for principal, premium, if any, and interest, and the Trustee shall have no claim for itself, for fees, expenses or otherwise, to such moneys so deposited. Money and securities held in trust pursuant to this Section 11.02 shall not be subject to Article Fifteen. SECTION 11.03. Neither the Trustee nor any other paying agent shall be required to pay interest on any moneys deposited pursuant to the provisions of this Indenture, except such as it shall agree in writing with the Company to pay thereon. Any moneys so deposited for the payment of the principal of, premium, if any, or interest on the Securities of any series and remaining unclaimed for two years after the date of the Maturity of the Securities of such series or the date fixed for the redemption of all the Securities of such series at the time outstanding, as the case may be, shall be repaid by the Trustee or such other paying agent to the Company upon its written request and thereafter, anything in this Indenture to the contrary notwithstanding, any rights of the holders of Securities of such series in respect of which such moneys shall have been deposited shall be enforceable only against the Company, and all liability of the Trustee or such other paying agent with respect to such moneys shall thereafter cease. Subject to the provisions of the foregoing paragraph, any moneys which at any time shall be deposited by the Company or on its behalf with the Trustee or any other paying agent for the purpose of paying the principal of, premium, if any, and interest on any of the Securities shall be and are hereby assigned, transferred and set over to the Trustee or such other paying agent in trust for the respective holders of the Securities for the purpose for which such moneys shall have been deposited; but such moneys need not be segregated from other funds except to the extent required by law. ARTICLE TWELVE IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS, DIRECTORS AND EMPLOYEES SECTION 12.01. No recourse shall be had for the paying of the principal of, or the premium, if any, or interest on, any Security or for any claim based thereon or otherwise in respect thereof or of the indebtedness represented thereby, or upon any obligation, covenant or agreement of this Indenture, against any incorporator, stockholder, officer, director or employee, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company or any successor corporation, whether by virtue of any constitutional provision, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly agreed and understood that this Indenture and the Securities are solely corporate obligations, and that no personal liability whatsoever shall attach to, or be incurred by, any incorporator, stockholder, officer, director or employee, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company or any successor corporation, because of the incurring of the indebtedness hereby authorized or under or by reason of any of the obligations, covenants, promises or agreements contained in this Indenture or in any of the Securities or to be implied herefrom or therefrom, and that all liability, if any, of that character against every such incorporator, stockholder, officer, director and employee is, by the acceptance of the Securities and as a condition of, and as part of the consideration for, the execution of this Indenture and the issue of the Securities expressly waived and released.

Defeasance. Provided that Except as provided below, the same has been duly authorized Company will be deemed to have paid and will be discharged from any and all obligations in respect of the Securities of any series and the provisions of this Indenture will no longer be in effect with respect to the Securities of a particular such series pursuant to Section 3.01(11), if, at any time after the date hereof, the Company shall deposit with (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same); provided that the following conditions shall have been satisfied: (a) the Company has irrevocably deposited in trust with the Trustee as trust funds solely for the benefit of the Holders thereofof the Securities of such series, (i) funds sufficient to pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together with for payment of the income thereon without consideration Principal of any reinvestment thereof, be sufficient to pay all sums due for the principal of (and premium, if any) and interest, if any, interest on the Securities of such series, as they shall become due from time money sufficient or U.S. Government Obligations, which through the payment of principal and interest thereon will be sufficient, or a combination thereof sufficient (unless such funds consist solely of money, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to timethe Trustee) without consideration of any reinvestment and after payment of all federal, state and shall pay all costs, local taxes or other charges and expenses incurred or to be incurred assessments in respect thereof payable by the Trustee in relation thereto or in carrying out Trustee, to pay and discharge the provisions Principal of this Indenture, this Indenture shall cease to be of further effect with respect to and accrued interest on the outstanding Securities of such series to maturity or earlier redemption (except as irrevocably provided for under arrangements satisfactory to (i) the Company's obligationsTrustee), as the case may be; (b) 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; (c) no Default with respect to Securities of such series under Sections 3.05, 3.06 and 11.02, (ii) rights of Holders to receive payments of the principal of (and premium, if any) and interest, if any, on the Securities of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect to the amounts so deposited with the Trustee, (iii) rights of conversion of any Security, the terms of which provide for conversion (which shall continue in full force and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such terms), and (iv) the rights, obligations and immunities of the Trustee hereunder (for which purposes the Securities of such series shall have occurred and be deemed outstanding)), and the Trustee, continuing on the written request date of such deposit; (d) the Company shall have delivered to the Trustee either (x) a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Holders of the CompanySecurities of such series will not recognize income, accompanied by gain or loss for federal income tax purposes as a result of such discharge under this Section 8.02 and will be subject to federal income tax on the Officer's Certificate 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 or (y) an Opinion of Counsel required by Section 1.02, shall execute and deliver to the same effect as the ruling described in clause (x) above; and (e) 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 8.02 of the Securities of such instruments as shall be requisite to evidence the satisfaction thereof series have been complied with. The Company’s obligations in Sections 2.02 through 2.12, 4.02, 7.07, 7.08, 8.04 and 8.05 with respect to the Securities of such seriesseries shall survive until such Securities are no longer outstanding. Thereafter, only the Company’s obligations in Sections 7.07 and 8.05 shall survive.

Defeasance. Provided On the date that the same has following conditions shall have been duly authorized with respect to Securities of a particular series pursuant to Section 3.01(11), if, at any time after the date hereof, the Company shall deposit with the Trustee, in trust for the benefit of the Holders thereof, (i) funds sufficient to pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together with the income thereon without consideration of any reinvestment thereof, be sufficient to pay all sums due for the principal of (and premium, if any) and interest, if any, on the Securities of such series, as they shall become due from time to time, and shall pay all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, this Indenture shall cease to be of further effect with respect to Securities of such series (except as to satisfied: (i) the Company's obligations60 Transferor shall have deposited (x) in the Principal Funding Account, an amount such that the amount on deposit in the Principal Funding Account following such deposit is equal to the sum of the Class A Outstanding Principal Amount, the Class B Outstanding Principal Amount and the Class C Outstanding Principal Amount, and (y) in the Accumulation Period Reserve Account, an amount equal to or greater than the Covered Amount, as estimated by the case may beTransferor, with respect to Securities for the period from the date of such series under Sections 3.05, 3.06 and 11.02, deposit to the Principal Funding Account through the Expected Final Payment Date; (ii) rights the Transferor shall have delivered to the Trustee (a) an opinion of Holders counsel to receive payments the effect that such deposit will not result in the Trust being required to register as an "investment company" within the meaning of the principal Investment Company Act of 1940, as amended, (and premium, if anyb) and interest, if any, on the Securities an opinion of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect counsel to the amounts so deposited effect that following such deposit none of the Trust, the Accumulation Period Reserve Account or the Principal Funding Account will be deemed to be an association (or publicly traded partnership) taxable as a corporation, (c) a certificate of an officer of the Transferor stating that the Transferor reasonably believes that such deposit will not cause a Pay Out Event or any event that, with the Trusteegiving of notice or the lapse of time, (iii) rights of conversion of any Securitywould constitute a Pay Out Event, the terms of which provide for conversion (which shall continue in full force and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such terms), occur; and (iv) a Ratings Event will not occur, the rights, obligations and immunities Series 1997-2 Certificates will no longer be entitled to security interest of the Trustee hereunder Trust in the Receivables and, except those set forth in clause (for which purposes the Securities of such series shall be deemed outstanding))i) above, other Trust assets and the Trusteepercentages applicable to the allocation to the Series 1997-2 Certificateholders of Principal Collections, on Finance Charge Collections and Defaulted Receivables will be reduced to zero. Upon the written request satisfaction of the Companyforegoing conditions, accompanied by the Officer's Certificate and Opinion of Counsel required by Section 1.02, shall execute and deliver Class D Invested Amount will be reduced to the Company such instruments as shall be requisite to evidence the satisfaction thereof with respect to Securities of such serieszero.

Defeasance. Provided that (A) For purposes of Section 10.1 the Issuer shall be deemed to have paid the principal of, premium, if any, and interest, if any, on any Security or Securities outstanding hereunder as and when the same has been duly authorized with respect shall have become due and payable, if the Issuer shall have irrevocably deposited or caused to Securities of a particular series pursuant to Section 3.01(11), if, at any time after the date hereof, the Company shall deposit be deposited in trust with the Trustee, in trust for the benefit of the Holders thereof, Trustee (i) funds sufficient to payin an amount (in such currency, currencies or currency unit or units in which such outstanding Securities are payable) or (ii) in the case of Securities denominated in Dollars, U.S. Government Obligations (as defined below) as willor, or in the case of Securities denominated in a Foreign Currency, Foreign Government Securities, which through the payment of interest and principal in respect thereof in accordance with their terms will together with provide, not later than one business day before the income thereon without consideration due date of any reinvestment thereof, be sufficient to pay all sums due for the payment of principal of (and including any premium, if any) and interest, if any, under such Securities, money in an amount or (iii) a combination (i) and (ii) sufficient (in the opinion with respect to (ii) and (iii) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee) to pay and discharge each installment of principal of (including any premium), and interest, if any, on, such outstanding Securities on the dates such installments of interest or principal are due, in the currency, currencies or currency unit or units, in which such Securities are payable; provided, however, that the Issuer shall not make or cause to be made the deposit provided by this Section 10.2(A) with respect to Securities denominated in a Foreign Currency unless the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that there will not occur any violation of the Investment Company Act of 1940, as amended, on the part of the Issuer, the trust funds representing such deposit or the Trustee as a result of such deposit and the related exercise of the Issuer’s option under this Section 10.2; provided further, however, that notwithstanding the foregoing, with respect to any series of Securities which shall at the time be listed for trading on The New York Stock Exchange, there shall be no deposit of funds in cash and/or in U.S. Government Obligations or Foreign Government Securities with the Trustee to pay the principal amount, the redemption price or any installment of interest in order to discharge the Company’s obligation in respect of any such payment if at such time the rules of The New York Stock Exchange prohibit such deposit with the Trustee if such discharge will (or may) occur more than ten (10) days in advance of the date on which such funds or payments on such U.S. Government Obligations or Foreign Government Securities become available to holders of such Securities entitled to receive such payment. Concurrently with any such deposit with the Trustee, the Company shall deliver to the Trustee an Officers’ Certificate to the effect that under the laws in effect on the date of such deposit the amount of such deposit will be sufficient, after payment of all Federal, state and local taxes in respect thereof payable by the Trustee, and without consideration of any reinvestment of any principal of or interest on any such U.S. Government Obligations or Foreign Government Securities, to retire at maturity or upon redemption such Securities, including principal, premium, if any, and interest, if any, due or to become due to such date of maturity or redemption. Upon receipt by the Trustee of funds, U.S. Government Obligations and/or Foreign Government Securities, in accordance with this Section, together with any required documents, the Trustee shall, upon receipt of a Company Order, acknowledge in writing that the Security or Securities or portions thereof with respect to which such deposit was made are deemed to have been paid for all purposes of this Indenture and that the entire indebtedness of the Company in respect thereof is deemed to have been satisfied and discharged. If payment at their stated maturity of less than all of the Securities of such any series, as they shall become due from time to timeor any Tranche thereof, and shall pay all costs, charges and expenses incurred or is to be incurred by provided for in the manner and with the effect provided in this Section, the Trustee shall select such Securities, or portions of principal amount thereof, in relation thereto the manner specified in Section 12.2 for selection for redemption of less than all the Securities of a series or Tranche. (B) A Security of any particular series may also provide that the Issuer shall as a condition of effectuating this Section 10.2 have either: (a) delivered to the Trustee (i) an Officers’ Certificate and Opinion of Counsel to the effect that (1) for Federal income tax purposes, the deposit of such cash and/or U.S. Government Obligations or Foreign Government Securities in carrying out trust with the provisions Trustee and the satisfaction and discharge of this Indenture, this Indenture shall cease to be of further effect with respect to Securities of such series (except as pursuant to (i) this Section 10.2 will not cause the Company's obligations, as the case may be, with respect to holders of Securities of such series under Sections 3.05to recognize income, 3.06 gain or loss at such time, (2) for Federal income tax purposes, such holders (and 11.02future holders of Securities of such series) will be subject to tax in the same manner as if the events described in the preceding clause (1) had not occurred, and (ii) rights an undertaking providing that the Issuer shall indemnify the Trustee on an after-tax basis against any increase in tax liability caused by the defeasance referred to in this Section 10.2 resulting from any change in Federal, state or local tax law subsequent to the date referred to in the last sentence of Holders paragraph (A) of this Section 10.2 to receive payments of the principal of (and premium, if any) and interest, if any, on extent necessary to retire the Securities of such series as they provided in the last sentence of paragraph A of this Section 10.2; or, in the alternative, (b) entered into an undertaking providing that the Issuer shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect to the amounts so deposited with the Trustee, (iii) rights of conversion of any Security, the terms of which provide for conversion (which shall continue in full force and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such terms), and (iv) the rights, obligations and immunities of indemnify the Trustee hereunder and the holders (for which purposes the and future holders) of Securities of such series shall be deemed outstanding)), and the Trustee, on the written request of the Company, accompanied an after- tax basis against any increase in tax liability caused by the Officer's Certificate and Opinion of Counsel required by defeasance referred to in this Section 1.02, shall execute and deliver to the Company such instruments as shall be requisite to evidence the satisfaction thereof with respect to Securities of such series10.2.

Defeasance. Provided that (a) The provisions of Sections 1402 and 1403 of the same has been duly authorized Senior Indenture, together with the other provisions of Article XIV of the Senior Indenture, shall be applicable to the Notes. The provisions of Section 1403 of the Senior Indenture shall apply to the covenants set forth in Section 2.4 of this Supplemental Indenture and to those covenants specified in Section 1403 of the Senior Indenture. (b) The Company, at its option (i) will be discharged from any and all obligations in respect to Securities the Notes (except for certain obligations to register the transfer or exchange of a particular series the Notes, to replace destroyed, stolen, lost or mutilated Notes, and to maintain an office or agency in respect of the Notes and hold moneys for payment in trust) or (ii) will be released from its obligations to comply with the provisions of Section 2.4 hereof, and the occurrence of an Event of Default pursuant to Section 3.01(11), 501 of the Senior Indenture shall no longer be an Event of Default if, at any time after the date hereofin either case, the Company shall deposit irrevocably deposits with the Trustee, in trust for the benefit of the Holders thereoftrust, (i) funds sufficient to pay, money or (ii) U.S. United States Government Obligations (as defined below) as will, or that through payment of interest thereon and principal thereof in accordance with their terms will together with the income thereon without consideration of any reinvestment thereof, be provide money in an amount sufficient to pay all sums due for the principal of (and premium, if any) and interest, if any, on the Securities of such series, as they shall become due from time to time, and shall pay all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) the Company's obligations, as the case may be, with respect to Securities of such series under Sections 3.05, 3.06 and 11.02, (ii) rights of Holders to receive payments of the principal of (and premium, if any) and interest, if any, any interest on the Securities Notes on the dates such payments are due (which may include one or more Redemption Dates designated by the Company) in accordance with the terms of such Notes. (c) Such a trust may only be established if, among other things, (i) no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default under the Indenture shall have occurred and be continuing on the date of such deposit, (ii) the Company shall have delivered an Opinion of Counsel to the effect that the holders of the Notes of such series will not recognize gain or loss for United States Federal income tax purposes as they shall become due from time a result of such deposit or defeasance and will be subject to time and other rights, duties and United Stated Federal income tax in the same manner as if such defeasance had not occurred. In the event the Company omits to comply with its remaining obligations under the Indenture after a defeasance of Holders as beneficiaries hereof the Indenture with respect to the amounts so deposited Notes and the Notes are declared due and payable because of the occurrence of any undefeased Event of Default, the amount of money and United States Government Obligations on deposit with the Trustee, (iii) rights Trustee may be insufficient to pay amounts due on the Notes at the time of conversion the acceleration resulting from such Event of any SecurityDefault. However, the terms of which provide for conversion (which shall continue Company will remain liable in full force and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such terms), and (iv) the rights, obligations and immunities of the Trustee hereunder (for which purposes the Securities of such series shall be deemed outstanding)), and the Trustee, on the written request of the Company, accompanied by the Officer's Certificate and Opinion of Counsel required by Section 1.02, shall execute and deliver to the Company such instruments as shall be requisite to evidence the satisfaction thereof with respect to Securities of such seriespayments.

Defeasance. Provided On the date that the same has following conditions shall have been duly authorized with respect to Securities of a particular series pursuant to Section 3.01(11), if, at any time after the date hereof, the Company shall deposit with the Trustee, in trust for the benefit of the Holders thereof, (i) funds sufficient to pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together with the income thereon without consideration of any reinvestment thereof, be sufficient to pay all sums due for the principal of (and premium, if any) and interest, if any, on the Securities of such series, as they shall become due from time to time, and shall pay all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, this Indenture shall cease to be of further effect with respect to Securities of such series (except as to satisfied: (i) the Company's obligationsTransferor shall have deposited (x) in the Principal Funding Account, as an amount such that the case may beamount on deposit in the Principal Funding Account following such deposit is equal to the Class A Outstanding Principal Amount, with respect (y) in the Principal Account, an amount equal to the sum of the Class B Outstanding Principal Balance and Excess Collateral Outstanding Principal Balance and (z) in the Accumulation Period Reserve Account, an amount equal to or greater than the accrued and unpaid interest on the Investor Securities of such series under Sections 3.05, 3.06 and 11.02, through the day preceding the date on which the Defeasance occurs; (ii) rights the Transferor shall have delivered to the Trustee (a) an Opinion of Holders Counsel to receive payments the effect that such deposit will not result in the Trust being required to register as an "investment company" within the meaning of the principal Investment Company Act of 1940, as amended, (and premium, if anyb) and interest, if any, on the Securities an Opinion of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect Counsel to the amounts so deposited effect that following such deposit none of the Trust, the Accumulation Period Reserve Account or the Principal Funding Account will be deemed to be an association (or publicly traded partnership) taxable as a corporation, (c) a certificate of an officer of the Transferor stating that the Transferor reasonably believes that such deposit will not cause a Pay Out Event or any event that, with the Trusteegiving of notice or the lapse of time, or both, would constitute a Pay Out Event, to occur; and (iii) rights of conversion of any Securitya Ratings Event will not occur, the terms of which provide for conversion (which shall continue in full force and effect pursuant Series 2000-2 Securities will no longer be entitled to the terms security interest of the Trust in the Receivables and, except those set forth in Article Sixteen clause (i) above, other Trust assets and the percentages applicable to the extent provided for in such terms)allocation to the Series 2000-2 Securityholders of Principal Collections, Finance Charge Collections and (iv) the rights, obligations and immunities Defaulted Receivables will be reduced to zero. Section 7. Article V of the Trustee hereunder (for which purposes Agreement. Article V of the Securities of such series Agreement shall read in its entirety as follows and shall be deemed outstanding)), and the Trustee, on the written request of the Company, accompanied by the Officer's Certificate and Opinion of Counsel required by Section 1.02, shall execute and deliver applicable only to the Company such instruments as shall be requisite to evidence the satisfaction thereof with respect to Securities of such series.Series 2000-2 Securities:

Defeasance. Provided that Notwithstanding anything to the same has been duly authorized contrary in this Master Indenture and unless otherwise specified with respect to Securities of a particular series pursuant to Section 3.01(11), if, any Series in the applicable Indenture Supplement: (a) The Issuer may at any time after the date hereof, the Company shall deposit with the Trustee, in trust for the benefit of the Holders thereof, (i) funds sufficient to pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together with the income thereon without consideration of any reinvestment thereof, its option be sufficient to pay all sums due for the principal of (and premium, if any) and interest, if any, on the Securities of such series, as they shall become due discharged from time to time, and shall pay all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, this Indenture shall cease to be of further effect its obligations hereunder with respect to Securities of such series any Series or all outstanding Series (except as each, a "Defeased Series") on the date the applicable conditions set forth in Section 11.04(c) are satisfied (a "Defeasance"); provided, however, that the following rights, obligations, powers, duties and immunities shall survive with respect to each Defeased Series until otherwise terminated or discharged hereunder: (i) the Companyrights of the Holders of Notes of the Defeased Series to receive, solely from the trust fund provided for in Section 11.04(c), payments in respect of principal of and interest on such Notes when such payments are due; (ii) the Issuer's obligations, as the case may be, obligations with respect to Securities of such series Notes under Sections 3.05, 3.06 2.05 and 11.02, (ii) rights of Holders to receive payments of the principal of (and premium, if any) and interest, if any, on the Securities of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect to the amounts so deposited with the Trustee, 2.06; (iii) rights the rights, powers, trusts, duties, and immunities of conversion of any Securitythe Indenture Trustee, the terms of which provide for conversion (which shall continue in full force Paying Agent and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such terms), Registrar hereunder; and (iv) Section 12.16 and this Section. (b) Subject to Section 11.04(c), the rights, obligations Issuer at its option may cause Collections allocated to each Defeased Series and immunities available to purchase additional Receivables to be applied to purchase Eligible Investments rather than additional Receivables. (c) The following shall be the conditions precedent to any Defeasance under Section 11.04(a): (i) the Issuer irrevocably shall have deposited or caused to be deposited with the Indenture Trustee (such deposit to be made from other than the Issuer's or any Affiliate of the Trustee hereunder Issuer's funds), under the terms of an irrevocable trust agreement in form and substance satisfactory to the Indenture Trustee, as trust funds in trust for making the payments described below, (for A) Dollars in an amount equal to, or (B) Eligible Investments which purposes through the Securities scheduled payment of principal and interest in respect thereof will provide, not later than the due date of payment thereon, money in an amount equal to, or (C) a combination thereof, in each case sufficient to pay and discharge (without relying on income or gain from reinvestment of such series shall be deemed outstanding)amount), and which shall be applied by the TrusteeIndenture Trustee to pay and discharge, all remaining scheduled interest and principal payments on all outstanding Notes of each Defeased Series on the written request dates scheduled for such payments in this Master Indenture and the applicable Indenture Supplements and all amounts owing to the Series Enhancers with respect to each Defeased Series; (ii) a statement from a firm of nationally recognized independent public accountants (who may also render other services to the CompanyIssuer) to the effect that such deposit is sufficient to pay the amounts specified in clause (i) above; (iii) prior to its exercise of its right pursuant to this Section with respect to any Defeased Series to substitute money or Eligible Investments for Receivables, accompanied by the Officer's Certificate and Issuer shall have delivered to the Indenture Trustee an Opinion of Counsel required by Section 1.02, shall execute and deliver to the Company such instruments as effect contemplated by clause (ii) of the definition of the term "Tax Opinion" (the preparation and delivery of which shall not be requisite to evidence at the satisfaction thereof expense of the Indenture Trustee) with respect to Securities such deposit and termination of obligations, and an Opinion of Counsel to the effect that such series.deposit and termination of obligations will not result in the Trust being required to register as an investment company under the Investment Company Act;

Defeasance. Provided that the same has been duly authorized with respect (a) All Base Rent will be deemed to Securities of a particular series pursuant to Section 3.01(11), if, at any time after the date hereof, the Company shall deposit with the Trustee, in trust for the benefit of the Holders thereof, be paid when: (i) funds money or Defeasance Obligations or a combination thereof which mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient moneys to paypay when due the principal and interest on and any other payments (including redemption premiums) in connection with all then outstanding Certificates to the final maturity date thereof or to a date on which such Certificates have been called for prior redemption is irrevocably deposited in trust with a commercial bank with trust powers and irrevocably set aside exclusively to make such payments, or and (ii) U.S. Government all reasonable, necessary and proper fees, compensation and expenses of Trustee pertaining to the Lease and Trustee's duties in connection therewith and with the Certificates are paid or provided for to the satisfaction of Trustee. (b) When all Base Rent is deemed paid, as provided above, and Trustee has received the written legal opinion of nationally recognized bond counsel to the effect that the deposit of money or Defeasance Obligations in trust will not cause the interest components of the Base Rent, thereafter payable from those sources, to be subject to federal income tax under the Code, Lessor (and any Certificate holder) will be entitled to payment of that Base Rent solely from that money or the proceeds of those Defeasance Obligations and the right, title and interest of Lessor and Trustee under this Lease as defined below) as willto the Project shall then cease, terminate and become void, and Lessee, or will together with its designee shall succeed to all right, title and interest in the income thereon Project, subject however, to any requirements which shall survive any such termination. The Lessor shall then execute such instruments and undertake all such acts, all at the expense of Lessee including, without consideration of any reinvestment thereoflimitation, be sufficient to pay all sums due for the principal of (and premiumrecording fees, transfer taxes if any) and interest, if any, on the Securities of such series, as they shall become due from time to timeapplicable, and shall pay all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) the Company's obligations, as the case may be, with respect to Securities of such series under Sections 3.05, 3.06 and 11.02, (ii) rights of Holders to receive payments of the principal of (and premium, if any) and interest, if any, on the Securities of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect to the amounts so deposited with the Trustee, (iii) rights of conversion of any Security, the terms of which provide for conversion (which shall continue in full force and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such terms), and (iv) the rights, obligations and immunities of the Trustee hereunder (for which purposes the Securities of such series shall be deemed outstanding)), and the Trustee, on the written request of the Company, accompanied by the Officer's Certificate and Opinion of Counsel required by Section 1.02, shall execute and deliver to the Company such instruments as shall be requisite reasonable attorneys' fees to evidence transfer of all remaining title interest in the satisfaction thereof with respect Project to Securities of such seriesLessee or Lessee's designee.

Defeasance. Provided At any time that Notes of any Series are outstanding, the Trustee will, at the request and expense of the Issuer, execute and deliver to the Issuer such deeds and other instruments necessary to release the Issuer, subject to this Article 9, from the terms of this Indenture relating to such series of Notes, except those relating to the indemnification and remuneration of the Trustee, subject to the following: (a) the Issuer shall have delivered to the Trustee evidence that the same has been duly authorized Issuer has: (i) deposited sufficient funds for payment of all principal, Premium, interest and other amounts due or to become due on such Series of Notes to the Stated Maturity thereof; (ii) deposited funds or made provision for the payment of all expenses of the Trustee to carry out its duties under this Indenture in respect of such Series; and (iii) deposited funds for the payment of taxes arising with respect to Securities all deposited funds or other provision for payment in respect of such Series, in each case irrevocably, pursuant to the terms of a particular series pursuant trust agreement in form and substance satisfactory to the Issuer and the Trustee; (b) the Trustee shall have received an Opinion of Counsel to the effect that the Noteholders of such Series will not be subject to any additional taxes as a result of the exercise by the Issuer of the defeasance option provided in this Section 3.01(119.6 and that they will be subject to taxes, if any, including those in respect of income (including taxable capital gain), ifon the same amount, in the same manner and at any the same time after or times as would have been the case if such option had not been exercised; (c) no Event of Default shall have occurred and be continuing on the date hereofof the deposit referred to in Subsection 9.6(a); (d) such release does not result in a breach or violation of, or constitute a default under, any material agreement or instrument to which the Company Issuer is a party or by which the Issuer is bound; (e) the Issuer shall have delivered to the Trustee an Officer's Certificate stating that the deposit referred to in Subsection 9.6(a) was not made by the Issuer with the Trusteeintent of preferring the holders of such Series of Notes over the other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding creditors of the Issuer; and (f) the Issuer shall have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel stating that all conditions precedent provided for or relating to the exercise of such defeasance option have been complied with. The Issuer will be deemed to have made due provision for the depositing of funds if it deposits or causes to be deposited with the Trustee under the terms of an irrevocable trust agreement in trust form and substance satisfactory to the Issuer and the Trustee (each acting reasonably), solely for the benefit of the Holders thereofholders of a particular Series of Notes stated therein, cash or Securities denominated in the currency in which principal is payable constituting direct obligations of Canada (ifor Notes denominated in Canadian dollars) funds sufficient or the United States (for Notes denominated in U.S. dollars) or an agency or instrumentality of Canada (for Notes denominated in Canadian dollars) or the United States (for Notes denominated in U.S. dollars) or Authorized Investments, as directed by the Issuer, which will be sufficient, in the reasonable opinion of a firm of independent chartered accountants or an investment dealer acceptable to paythe Trustee, or (ii) U.S. Government Obligations (as defined below) as will, or will together with the income thereon without consideration of any reinvestment thereof, be sufficient to pay all sums due provide for the principal of (and premium, if any) and interest, if any, on the Securities payment in full of such series, as they shall become due from time to time, Series of Notes and shall pay all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) the Company's obligations, as the case may be, with respect to Securities of such series under Sections 3.05, 3.06 and 11.02, (ii) rights of Holders to receive payments of the principal of (and premium, if any) and interest, if any, on the Securities of such series as they shall become due other amounts from time to time due and other rights, duties owing under this Indenture which pertain to such Series. The Trustee will hold in trust all money or Securities deposited with it pursuant to this Section 9.6 and obligations of Holders as beneficiaries hereof will apply the deposited money and the money from such Securities in accordance with respect this Indenture to the payment of principal of and Premium and interest on the Notes and, as applicable, other amounts. If the Trustee is unable to apply any money or Securities in accordance with this Section 9.6 by reason of any legal proceeding or any order or judgment of any court or Governmental Authority enjoining, restraining or otherwise prohibiting such application, the Issuer's obligations under this Indenture and the Notes will be revived and reinstated as though no money or securities had been deposited pursuant to this Section 9.6 until such time as the Trustee is permitted to apply all such money or Securities in accordance with this Section 9.6, provided that if the Issuer has made any payment in respect of principal, Premium or interest on such Notes or, as applicable, other amounts so deposited with because of the reinstatement of its obligations, the Issuer will be subrogated to the rights of the holders of such Notes to receive such payment from the money or Securities held by the Trustee, (iii) rights of conversion of any Security, the terms of which provide for conversion (which shall continue in full force and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such terms), and (iv) the rights, obligations and immunities of the Trustee hereunder (for which purposes the Securities of such series shall be deemed outstanding)), and the Trustee, on the written request of the Company, accompanied by the Officer's Certificate and Opinion of Counsel required by Section 1.02, shall execute and deliver to the Company such instruments as shall be requisite to evidence the satisfaction thereof with respect to Securities of such series.

Defeasance. Provided that the same has been duly authorized (a) The Company shall cease to be under any obligation with respect to Securities of a particular series pursuant the PIES or with respect to Section 3.01(11), if, at any time this Indenture with respect to the PIES (other than the Continuing Obligations) on the 91st day after the date hereof, following applicable conditions have been satisfied (and thereafter such non-compliance shall not constitute an Event of Default): (i) the Company shall deposit have irrevocably deposited with respect to the PIES in trust with the TrusteeTrustee as trust funds, in trust for specifically pledged as security for, and dedicated solely to, the benefit of the Holders thereofwith respect to each PIES (A) the maximum number of Vodafone ADRs and of any Reported Securities, in either case, that could (ibased on the Share Components of the Exchange Ratio at the time of deposit and assuming no exercise of the Cash Delivery option and full exercise of the option to deliver Reported Securities in lieu of cash in respect of such securities received in an Adjustment Event) funds sufficient be deliverable at Maturity, with respect to pay, or such PIES and (iiB) U.S. Government Obligations (as defined below), cash or a combination thereof, in any case, sufficient (without any reinvestment of interest or principal of such U.S. Government Obligations), in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee at or prior to the time of such deposit, to pay not later than one day before due (1) all interest on such PIES to Stated Maturity and (2) the maximum cash amount with respect to such PIES that could be deliverable at Maturity with respect to any cash or property other than Reported Securities received in an Adjustment Event; (ii) no Default or Event of Default with respect to this Indenture or the PIES shall have occurred and be continuing on the date of such deposit or shall occur as willa result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company is a party or by which it is bound, as evidenced to the Trustee in an Officers' Certificate delivered to the Trustee concurrently with such deposit; (iii) the Company has delivered to the Trustee an Opinion of Counsel in form satisfactory to the Trustee to the effect that Holders will together not recognize income, gain or loss for Federal income tax purposes as a result of the Company's exercise of its option described in clause (i) and will be subject to Federal 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; (iv) the Company has paid or duly provided for payment of all amounts then due to the Trustee pursuant to the terms of this Indenture; (v) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating, as applicable, that all conditions precedent provided for herein relating to the discharge of the Company's obligations to comply with certain covenants have been complied with; and (vi) the Company has delivered to the Trustee an Opinion of Counsel to the effect that after the passage of 90 days after the deposit, the trust funds will not be subject to the effect of any applicable Federal or State bankruptcy, insolvency or similar law. (b) If any Dilution Event or any Adjustment Event shall occur, in either case, following a deposit (an "initial deposit") pursuant to paragraph (a) of this Section, then the Company shall make an additional deposit with the income thereon without consideration Trustee (or the Trustee shall remit to the Company) a number of Vodafone ADRs, Reported Securities, U.S. Government Obligations and an amount of cash such that the Trustee will hold the number of such securities and amount of cash that it would be entitled to hold if such initial deposit (and any reinvestment thereofpermitted substitutions described below) were made immediately following such event. (c) Unless the Company is in default under the Indenture, be sufficient to pay all sums due it may, at its option, substitute for the principal Vodafone ADRs or Reported Securities deposited pursuant to paragraph (a) of this Section U.S. Government Obligations having an aggregate market value at the time of substitution and at daily ▇▇▇▇-to-market valuations thereafter of not less than 125% (and premiumexcept as provided below) of the product of the Closing Price per Vodafone ADR or security of Reported Securities, if any) and interest, if anyrespectively, on the day immediately preceding the time of each substitution or valuation multiplied by the number of Vodafone ADRs or Reported Securities, respectively, for which such obligations are being substituted. The Company may, at its option substitute U.S. Government Obligations for Vodafone ADRs or for Reported Securities pledged after any dilution adjustment or Adjustment Event in the same manner described above for such securities pledged pursuant to paragraph (a) of this Section. Prior to any substitution made pursuant to this paragraph, the Company shall deliver to the Trustee a legal opinion of nationally recognized counsel to the effect that the deposit of U.S. Government Obligations having an aggregate market value of 125% of the amount specified above is sufficient to avoid a violation of any applicable regulation of the Governors of the Federal Reserve Board. If the Company delivers an opinion to the foregoing effect but with respect to a greater percentage, then all references in this paragraph to 125% shall be deemed to be references to such greater amount, as in the opinion of such seriescounsel, as they shall become due from time be required to timeavoid any such violation. (d) Except in the case of U.S. Government Obligations deposited in respect of a cash amount that could be deliverable at Maturity, and shall the Trustee will promptly pay all costsover to the Company any dividends, charges and expenses incurred interest, principal or to be incurred other payments received by the Trustee in relation thereto respect of any securities and deposit with it, unless the Company is in default on its obligations under the PIES, or in carrying out unless the payment of such amount to the Company would cause the cash and securities on deposit with the Trustee to become insufficient under the provisions of this IndentureSection 8.01. (e) Notwithstanding anything to the contrary in this Section 8.01, the Company shall not substitute U.S. Government Obligations and shall not replace Vodafone ADRs or Reported Securities within the 21 Business Days preceding Stated Maturity. If at Maturity the number of Vodafone ADRs (or, after an Adjustment Event, Reported Securities) on deposit with the Trustee pursuant to this Indenture shall cease Article 8 is insufficient to be of further effect with respect meet the obligations (based on the actual Maturity Price and the assumption that the Cash Delivery Option is not exercised) under any PIES to Securities deliver such securities, the Trustee will distribute to the Holders pro rata all of such series (except securities held by it and, as to the remaining obligation to deliver such securities, shall deliver the cash equivalent that the Company would have been allowed to deliver thereunder, in the form of cash generated from the liquidation of U.S. Government Obligations then pledged by the Company. (if) Unless the Trustee holds, as of the 21st Business Day preceding Stated Maturity, sufficient Vodafone ADRs with which to settle the PIES in their entirety, the Company will notify The Depository Trust Company and the Trustee and publish a notice in a daily newspaper of national circulation in each of the United States and the United Kingdom stating the proportions of securities and cash that will be delivered at Maturity. The Trustee shall promptly remit to the Company any excess cash or securities on deposit after all amounts owing in respect of the PIES at Maturity have been paid in full. (g) After a deposit by the Company in accordance with this Section in respect of the PIES, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations, as obligations under the case may be, with PIES in respect to Securities of such series which the deposit has been made and under Sections 3.05, 3.06 and 11.02, (ii) rights of Holders to receive payments of the principal of (and premium, if any) and interest, if any, on the Securities of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof Indenture with respect to the amounts so deposited with PIES except for those Continuing Obligations specified above. (h) U.S. Government Obligations shall not be callable at the Trustee, (iii) rights of conversion of any Security, the terms of which provide for conversion (which shall continue in full force and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such terms), and (iv) the rights, obligations and immunities of the Trustee hereunder (for which purposes the Securities of such series shall be deemed outstanding)), and the Trustee, on the written request of the Company, accompanied by the Officerissuer's Certificate and Opinion of Counsel required by Section 1.02, shall execute and deliver to the Company such instruments as shall be requisite to evidence the satisfaction thereof with respect to Securities of such seriesoption.

Defeasance. Provided that The Company may elect to have subsection (a) below, at the same has been duly authorized Company’s option and at any time, or subsection (b) below, at the Company’s option and at any time, of this Supplemental Indenture applied to all Outstanding Notes upon compliance with the conditions set forth below in this Section 2.18. (a) Upon the Company’s exercise of its option under this Section 2.18(a) with respect to Securities of a particular series pursuant to Section 3.01(11), if, at any time after the date hereofOutstanding Notes, the Company shall deposit be deemed to have been discharged from its obligations with the Trustee, in trust for the benefit of the Holders thereof, (i) funds sufficient respect to pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together with the income thereon without consideration of any reinvestment thereof, be sufficient to pay all sums due for the principal of (and premium, if any) and interest, if any, Outstanding Notes on the Securities of date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such series, as they Legal Defeasance means that the Company shall become due from time be deemed to timehave paid and discharged the entire indebtedness represented by the Outstanding Notes, and shall pay all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, this Indenture shall cease to be of further effect as to all the Outstanding Notes, except as to be deemed to be Outstanding only for the purposes of the Sections of the Indenture referred to in (i), (ii), (iii) and (iv) below, and the Company shall be deemed to have satisfied all other of its obligations under the Outstanding Notes and the Indenture (and the Trustee, on written demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (i) Holders will be entitled to receive timely payments for the principal of, premium, if any, and interest on, the Notes from the funds deposited for that purpose; (ii) the Company’s obligations will continue with respect to Securities the issuance of temporary Notes, the registration of Notes, and the replacement of mutilated, destroyed, lost or stolen Notes; (iii) the Trustee will retain its rights, powers, duties, and immunities, and the Company will retain its obligations in connection therewith; and (iv) other Legal Defeasance provisions of the Indenture will remain in effect. Subject to compliance with this Section 2.18, the Company may exercise its option under this Section 2.18 notwithstanding the prior exercise of its option under Section 2.18(b) hereof with respect to the Notes. (b) Upon the Company’s exercise of its option under this Section 2.18(b), the Company shall be released from its obligations under Sections 2.10, 2.14 and 2.15 hereunder with respect to all Outstanding Notes, on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Outstanding Notes shall thereafter be deemed not Outstanding for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) of the Notes in connection with such covenants, but shall continue to be deemed Outstanding for all other purposes hereunder and under the Indenture. For this purpose, such Covenant Defeasance means that, with respect to the Outstanding Notes , the Company shall not need to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant with respect to such Notes, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute an Event of Default under Section 5.1 of the Base Indenture or hereunder with respect to such Notes, but, except as specified above, the remainder of the Indenture and the Notes shall be unaffected thereby. (c) The following shall be the conditions to the application of either Section 2.18(a) or 2.18(b) hereof to any Notes to be defeased: (A) The Company shall irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes as to which Legal Defeasance or Covenant Defeasance will occur, U.S. legal tender, U.S. Government Obligations, a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, expressed in a written certification thereof to the Trustee, to pay the principal of, premium, if any, and interest on such Notes on the stated date for payment thereof or on the redemption date of such series principal or installment of principal of, premium, if any, or interest on such Notes, and the Holders of such Notes must have a valid, perfected, exclusive security interest in such trust; (except B) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: (1) the Company has received from, or there has been published by the Internal Revenue Service, a ruling or (2) since the date of the Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of such Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (C) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to such Trustee confirming that the Holders of such Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (D) no Event of Default with respect to such Notes shall have occurred and be continuing on the date of such deposit or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit; (E) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Indenture or any other material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (F) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of hindering, delaying or defrauding any other creditors of the Company; and (G) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the conditions precedent provided for in, in the case of the Officers’ Certificate, (A) through (F) and, in the case of the Opinion of Counsel, clauses (A) (with respect to the validity and perfection of the security interest), (B), (C) and (E) of this paragraph have been complied with and the Company shall have delivered to the Trustee an Opinion of Counsel (which may contain customary qualifications and exceptions, including, without limitation, an assumption that there has been no intervening bankruptcy of the Company between the date of deposit and the 91st day following the deposit and an assumption that no Holder of such Notes is an “insider” of the Company under applicable Federal bankruptcy law), after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable Federal bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and the creation of the defeasance trust does not violate the Investment Company Act of 1940. The defeasance will be effective on the earlier of (i) the Company's obligations91st day after the date of deposit, and (ii) the day on which all the conditions above have been satisfied. (ii) If the funds deposited with the Trustee to effect Covenant Defeasance are insufficient to pay the principal of, premium, if any, and interest on the Notes to be so defeased when due, then the obligations of the Company under the Indenture with respect to the Notes will be revived and no such defeasance will be deemed to have occurred. (d) Subject to Section 2.18(e), all cash and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 2.18(d)), the Paying Agent pursuant to Section 2.18(c) in respect of any Notes to be defeased shall be held in trust and applied by the Paying Agent, in accordance with the provisions of such Notes and the Indenture, to the payment, either directly or through any other Paying Agent as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 2.18(c) or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of such Notes. (e) Anything in this Section 2.18 to the contrary notwithstanding, the Trustee or the Paying Agent shall deliver or pay to the Company from time to time upon the request of the Company any cash or U.S. Government Obligations held by it as provided in Section 2.18(c) which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be an opinion delivered under Section 2.18(c)(i) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance. (f) If the Trustee or Paying Agent is unable to apply any cash or U.S. Government Obligations in accordance with Section 2.18(a) or (b), as the case may be, 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 the Indenture with respect to Securities such Notes affected and such Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 2.18(a) or (b) until such time as the Trustee or Paying Agent is permitted to apply such money in accordance with Section 2.18(a) and (b) hereof, as the case may be; provided, however, that, if the Company makes any payment of such series under Sections 3.05principal of, 3.06 and 11.02, (ii) rights of Holders to receive payments of the principal of (and premium, if any) and interest, if anyor interest on any such Note following the reinstatement of its obligations, on the Securities Company shall be subrogated to the rights of the Holders of such series as they shall become due Notes to receive such payment from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect to the amounts so deposited with the Trustee, (iii) rights of conversion of any Security, the terms of which provide for conversion (which shall continue in full force and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such terms), and (iv) the rights, obligations and immunities of cash or U.S. Government Obligations held by the Trustee hereunder (for which purposes the Securities of such series shall be deemed outstanding)), and the Trustee, on the written request of the Company, accompanied by the Officer's Certificate and Opinion of Counsel required by Section 1.02, shall execute and deliver to the Company such instruments as shall be requisite to evidence the satisfaction thereof with respect to Securities of such seriesor Paying Agent.

Defeasance. Provided On the date that the same has following conditions shall have been duly authorized with respect to Securities of a particular series pursuant to Section 3.01(11), if, at any time after the date hereof, the Company shall deposit with the Trustee, in trust for the benefit of the Holders thereof, (i) funds sufficient to pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together with the income thereon without consideration of any reinvestment thereof, be sufficient to pay all sums due for the principal of (and premium, if any) and interest, if any, on the Securities of such series, as they shall become due from time to time, and shall pay all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, this Indenture shall cease to be of further effect with respect to Securities of such series (except as to satisfied: (i) the Company's obligationsTransferor shall have deposited (x) in the Principal Funding Account, an amount such that the amount on deposit in the Principal Funding Account following such deposit is equal to the sum of the Class A Outstanding Principal Amount and the Class B Outstanding Principal Amount, and (y) in the Accumulation Period Reserve Account, an amount equal to or greater than the Covered Amount, as estimated by the case may beTransferor, with respect to Securities for the period from the date of such series under Sections 3.05, 3.06 and 11.02, deposit to the Principal Funding Account through the Expected Final Payment Date; (ii) rights the Transferor shall have delivered to the Trustee (a) an Opinion of Holders Counsel to receive payments the effect that such deposit will not result in the Trust being required to register as an "investment company" within the meaning of the principal Investment Company Act of 1940, as amended, (and premium, if anyb) and interest, if any, on the Securities an Opinion of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect Counsel to the amounts so deposited effect that following such deposit none of the Trust, the Accumulation Period Reserve Account or the Principal Funding Account will be deemed to be an association (or publicly traded partnership) taxable as a corporation, (c) a certificate of an officer of the Transferor stating that the Transferor reasonably believes that such deposit will not cause a Pay Out Event or any event that, with the Trusteegiving of notice or the lapse of time, (iii) rights of conversion of any Securityor both, the terms of which provide for conversion (which shall continue in full force and effect pursuant would constitute a Pay Out Event, to the terms set forth in Article Sixteen to the extent provided for in such terms), occur; and (iv) a Ratings Event will not occur, the rights, obligations and immunities Series 1999-1 Securities will no longer be entitled to the security interest of the Trustee hereunder Trust in the Receivables and, except those set forth in clause (for which purposes the Securities of such series shall be deemed outstanding))i) above, other Trust assets and the Trusteepercentages applicable to the allocation to the Series 1999-1 Securityholders of Principal Collections, on Finance Charge Collections and Defaulted Receivables will be reduced to zero. Upon the written request satisfaction of the Companyforegoing conditions, accompanied by the Officer's Certificate and Opinion of Counsel required by Section 1.02, shall execute and deliver Class B Invested Amount will be reduced to the Company such instruments as shall be requisite to evidence the satisfaction thereof with respect to Securities of such serieszero.

Defeasance. Provided On the date that the same has following conditions shall have been duly authorized with respect to Securities of a particular series pursuant to Section 3.01(11), if, at any time after the date hereof, the Company shall deposit with the Trustee, in trust for the benefit of the Holders thereof, (i) funds sufficient to pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together with the income thereon without consideration of any reinvestment thereof, be sufficient to pay all sums due for the principal of (and premium, if any) and interest, if any, on the Securities of such series, as they shall become due from time to time, and shall pay all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, this Indenture shall cease to be of further effect with respect to Securities of such series (except as to satisfied: (i) the Company's obligationsTransferor shall have deposited (x) in the Principal Funding Account, as an amount such that the case may beamount on deposit in the Principal Funding Account following such deposit is equal to the Class A Outstanding Principal Amount, with respect (y) in the Principal Account, an amount equal to the sum of the Class B Outstanding Principal Balance and Excess Collateral Outstanding Principal Balance and (z) in the Accumulation Period Reserve Account, an amount equal to or greater than the accrued and unpaid interest on the Investor Securities of such series under Sections 3.05, 3.06 and 11.02, through the day preceding the date on which the Defeasance occurs; (ii) rights the Transferor shall have delivered to the Trustee (a) an Opinion of Holders Counsel to receive payments the effect that such deposit will not result in the Trust being required to register as an "investment company" within the meaning of the principal Investment Company Act of 1940, as amended, (and premium, if anyb) and interest, if any, on the Securities an Opinion of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect Counsel to the amounts so deposited effect that following such deposit none of the Trust, the Accumulation Period Reserve Account or the Principal Funding Account will be deemed to be an association (or publicly traded partnership) taxable as a corporation, (c) a certificate of an officer of the Transferor stating that the Transferor reasonably believes that such deposit will not cause a Pay Out Event or any event that, with the Trusteegiving of notice or the lapse of time, or both, would constitute a Pay Out Event, to occur; and (iii) rights of conversion of any Securitya Ratings Event will not occur, the terms of which provide for conversion (which shall continue in full force and effect pursuant Series 2001-2 Securities will no longer be entitled to the terms security interest of the Trust in the Receivables and, except those set forth in Article Sixteen clause (i) above, other Trust assets and the percentages applicable to the extent provided for in such terms), and (iv) the rights, obligations and immunities of the Trustee hereunder (for which purposes the Securities of such series shall be deemed outstanding)), and the Trustee, on the written request of the Company, accompanied by the Officer's Certificate and Opinion of Counsel required by Section 1.02, shall execute and deliver allocation to the Company such instruments as shall Series 2001-2 Securityholders of Principal Collections, Finance Charge Collections and Defaulted Receivables will be requisite reduced to evidence the satisfaction thereof with respect to Securities of such serieszero.

Defeasance. Provided that Except as provided below, the same has been duly authorized Company will be deemed to have paid and the Company and the Guarantor will be discharged from any and all obligations in respect of the Securities and the Guarantee thereof, and the provisions of this Indenture will no longer be in effect with respect to the Securities of a particular series pursuant to Section 3.01(11), if, at any time after and the date hereof, the Company shall deposit with Guarantee thereof (and the Trustee, at the expense of the Company and the Guarantor, shall execute proper instruments acknowledging the same); provided that the following conditions shall have been satisfied: (a) the Company or the Guarantor has irrevocably deposited in trust with the Trustee as trust funds solely for the benefit of the Holders thereofof the Securities, for payment of the Principal of, interest (iincluding Additional Interest, if any) funds on the Securities, and any other sum due hereunder, money sufficient to payor U.S. Government Obligations, which through the payment of principal and interest thereon will be sufficient, or a combination thereof sufficient (iiunless such funds consist solely of money, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee) U.S. Government Obligations (as defined below) as will, or will together with the income thereon without consideration of any reinvestment thereofand after payment of all federal, be sufficient state and local taxes or other charges and assessments in respect thereof payable by the Trustee, to pay all sums due for and discharge the principal Principal of and accrued interest (and premiumincluding Additional Interest, if any) and interest, if any, on the Securities of such seriesoutstanding Securities, and to pay any other sums due by it hereunder to maturity or earlier redemption (irrevocably provided for under arrangements satisfactory to the Trustee), as they shall become due from time to timethe case may be; (b) such deposit will not result in a breach or violation of, and shall pay all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indentureconstitute a default under, this Indenture shall cease or any other material agreement or instrument to be of further effect with respect to Securities of such series (except as to (i) which the Company's obligationsCompany or the Guarantor, as the case may be, with respect to Securities is a party or by which it is bound; (c) no Default shall have occurred and be continuing on the date of such series under Sections 3.05, 3.06 and 11.02, deposit; (iid) rights of the Company shall have delivered to the Trustee either (x) a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Holders to receive payments of the principal Securities will not recognize income, gain or loss for federal income tax purposes as a result of (such discharge under this Section 9.02 and premium, if any) and interest, if any, will be subject to federal income tax on the Securities of same amount and in the same manner and at the same times as would have been the case if such series as they shall become due from time to time deposit and other rights, duties and obligations of Holders as beneficiaries hereof with respect to the amounts so deposited with the Trustee, defeasance had not occurred or (iiiy) rights of conversion of any Security, the terms of which provide for conversion (which shall continue in full force and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such terms), and (iv) the rights, obligations and immunities of the Trustee hereunder (for which purposes the Securities of such series shall be deemed outstanding)), and the Trustee, on the written request of the Company, accompanied by the Officer's Certificate and an Opinion of Counsel required by Section 1.02, shall execute and deliver to the Company such instruments same effect as shall the ruling described in clause (x) above, which opinion must be requisite to evidence based either on a change in applicable U.S. federal income tax laws or regulations occurring after the satisfaction thereof with respect to Securities of such series.date hereof; and

Defeasance. Provided that Except as provided below, the same has been duly authorized Issuer will be deemed to have paid and will be discharged from any and all obligations in respect of the Securities of any series and the provisions of this Indenture and the Cable Guarantees will no longer be in effect with respect to the Securities of a particular such series pursuant to Section 3.01(11), if, at any time after the date hereof, the Company shall deposit with (and the Trustee, in trust for at the benefit expense of the Holders thereofIssuer, shall execute instruments in form and substance satisfactory to the Issuer and the Trustee acknowledging the same); provided that the following conditions shall have been satisfied: (i) funds sufficient to pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together the Issuer has irrevocably deposited in trust with the income thereon without consideration Trustee as trust funds specifically pledged as security for, and dedicated solely to, Holders of any reinvestment thereofthe Securities of such series, be sufficient to pay all sums due for payment of the principal Principal of (and premium, if any) and interest, if any, interest on the Securities of such series, as they shall become due from time money or U.S. Government Obligations or a combination thereof sufficient (unless such funds consist solely of money, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to timethe Trustee) without consideration of any reinvestment and after payment of all federal, state and shall pay all costs, local taxes or other charges and expenses incurred or to be incurred assessments in respect thereof payable by the Trustee in relation thereto or in carrying out Trustee, to pay and discharge the provisions Principal of this Indenture, this Indenture shall cease to be of further effect with respect to and accrued interest on the outstanding Securities of such series to maturity or earlier redemption (except as irrevocably provided for under arrangements satisfactory to (i) the Company's obligationsTrustee), as the case may be; (ii) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture, the Cable Guarantees or any other material agreement or instrument to which the Issuer is a party or by which it is bound; (iii) no default or Event of Default with respect to Securities of such series under Sections 3.05, 3.06 and 11.02, (ii) rights of Holders to receive payments of the principal of (and premium, if any) and interest, if any, on the Securities of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect to the amounts so deposited with the Trustee, (iii) rights of conversion of any Security, the terms of which provide for conversion (which shall continue in full force and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such terms), and (iv) the rights, obligations and immunities of the Trustee hereunder (for which purposes the Securities of such series shall have occurred and be deemed outstanding)), and the Trustee, continuing on the written request date of such deposit; (iv) the Issuer shall have delivered to the Trustee Error! Bookmark not defined. either (x) a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Holders of the CompanySecurities of such series will not recognize income, accompanied by gain or loss for Federal income tax purposes as a result of the OfficerIssuer's Certificate exercise of its option under this Section 9.02 and will be subject to 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 or (y) an Opinion of Counsel required by Section 1.02, shall execute and deliver to the Company same effect as the ruling described in clause (x) above and based upon a change in law and Error! Bookmark not defined. an Opinion of Counsel to the effect that the Holders of the Securities of such instruments as shall be requisite series have a valid security interest in the trust funds subject to evidence no prior liens under the satisfaction thereof UCC; and (v) the Issuer 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 9.02 of the Securities of such series have been complied with. The Issuer's obligations in Sections 2.03 through 2.11, 3.02, 5.06, 5.09 and 9.05 with respect to the Securities of such seriesseries shall survive until such Securities are no longer outstanding. Thereafter, only the Issuer's obligations in Sections 5.06 and 9.05 shall survive.

Defeasance. Provided On the date that the same has following conditions shall have been duly authorized with respect to Securities of a particular series pursuant to Section 3.01(11), if, at any time after the date hereof, the Company shall deposit with the Trustee, in trust for the benefit of the Holders thereof, (i) funds sufficient to pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together with the income thereon without consideration of any reinvestment thereof, be sufficient to pay all sums due for the principal of (and premium, if any) and interest, if any, on the Securities of such series, as they shall become due from time to time, and shall pay all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, this Indenture shall cease to be of further effect with respect to Securities of such series (except as to satisfied: (i) the Company's obligationsTransferor shall have deposited (x) in the Principal Funding Account, an amount such that the amount on deposit in the Principal Funding Account following such deposit is equal to the sum of the Class A Outstanding Principal Amount and the Class B Outstanding Principal Amount, and (y) in the Accumulation Period Reserve Account, an amount equal to or greater than the Covered Amount, as estimated by the case may beTransferor, with respect to Securities for the period from the date of such series under Sections 3.05, 3.06 and 11.02, deposit to the Principal Funding Account through the Expected Final Payment Date; (ii) rights the Transferor shall have delivered to the Trustee (a) an opinion of Holders counsel to receive payments the effect that such deposit will not result in the Trust being required to register as an "investment company" within the meaning of the principal Investment Company Act of 1940, as amended, (and premium, if anyb) and interest, if any, on the Securities an opinion of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect counsel to the amounts so deposited effect that following such deposit none of the Trust, the Accumulation Period Reserve Account or the Principal Funding Account will be deemed to be an association (or publicly traded partnership) taxable as a corporation, (c) a certificate of an officer of the Transferor stating that the Transferor reasonably believes that such deposit will not cause a Pay Out Event or any event that, with the Trusteegiving of notice or the lapse of time, (iii) rights of conversion of any Securitywould constitute a Pay Out Event, the terms of which provide for conversion (which shall continue in full force and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such terms), occur; and (iv) a Ratings Event will not occur, the rights, obligations and immunities Series 1999- Securities will no longer be entitled to security interest of the Trustee hereunder Trust in the Receivables and, except those set forth in clause (for which purposes the Securities of such series shall be deemed outstanding))i) above, other Trust assets and the Trusteepercentages applicable to the allocation to the Series 1999- Securityholders of Principal Collections, on Finance Charge Collections and Defaulted Receivables will be reduced to zero. Upon the written request satisfaction of the Companyforegoing conditions, accompanied by the Officer's Certificate and Opinion of Counsel required by Section 1.02, shall execute and deliver Credit Enhancement Invested Amount will be reduced to the Company such instruments as shall be requisite to evidence the satisfaction thereof with respect to Securities of such serieszero.

Defeasance. Provided that On any date prior to the same has Early Amortization Period on which the following conditions have been duly authorized with respect to Securities of a particular series pursuant to Section 3.01(11), if, at any time after the date hereof, the Company shall deposit with the Trustee, in trust for the benefit of the Holders thereof, (i) funds sufficient to pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together with the income thereon without consideration of any reinvestment thereof, be sufficient to pay all sums due for the principal of (and premium, if any) and interest, if any, on the Securities of such series, as they shall become due from time to time, and shall pay all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, this Indenture shall cease to be of further effect with respect to Securities of such series (except as to satisfied: (i) the Company's obligationsTransferor has deposited (x) in the Principal Funding Account, an amount equal to the outstanding principal balance of the Class A Certificates, which amount will be invested in Eligible Investments and (y) in the Reserve Account an amount equal to or greater than the Covered Amount, as estimated by the case may beTransferor, with respect for the period from the date of the deposit to Securities of such series under Sections 3.05, 3.06 and 11.02, the Principal Funding Account through the Class A Expected Final Payment Date; (ii) rights the Transferor has delivered to the Trustee an opinion of Holders counsel to receive payments the effect that such deposit and termination of obligations as described below will not result in the Trust being required to register as an "investment company" within the meaning of the principal Investment Company Act of (1940, as amended, and premium, if any) and interest, if any, on the Securities an opinion of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect counsel to the amounts so deposited with effect that following such deposit none of the TrusteeTrust, the Reserve Account or the Principal Funding Account will be deemed to be an association (or publicly traded partnership) taxable as a corporation; (iii) rights of conversion of any Security, the terms of which provide for conversion (which shall continue in full force and effect pursuant Transferor has delivered to the terms set forth in Article Sixteen Trustee a certificate of an officer of the Transferor stating that the Transferor reasonably believes that such deposit and termination of its obligations will not constitute an Early Amortization Event or any event that, with the giving of notice or the lapse of time, would constitute an Early Amortization Event or a Series 1997-1 Early Amortization Event to the extent provided for in such terms), occur; and (iv) the rightsRating Agency Condition shall have been satisfied; then, obligations and immunities the Series 1997-1 Certificates will no longer be entitled to the security interest of the Trustee hereunder Trust in the Receivables and, except those set forth in clause (for which purposes the Securities of such series shall be deemed outstanding)i) above, other Trust assets ("Defeasance"), and the TrusteeInvestor Percentages applicable to the allocation to the Series 1997-1 Certificateholders of Collections of Principal Receivables, on Finance Charge Receivables and Defaulted Receivables will be reduced to zero. Upon the written request satisfaction of the Companyforegoing conditions, accompanied by the Officer's Certificate and Opinion of Counsel required by Section 1.02, shall execute and deliver Class B Invested Amount will be reduced to the Company such instruments as shall be requisite to evidence the satisfaction thereof with respect to Securities of such serieszero.

Defeasance. Provided that Except as provided below, the same has been duly authorized Issuer will be deemed to have paid and will be discharged from any and all obligations in respect of the Securities of any series and the provisions of this Indenture and the Cable Guarantees will no longer be in effect with respect to the Securities of a particular such series pursuant to Section 3.01(11), if, at any time after the date hereof, the Company shall deposit with (and the Trustee, in trust for at the benefit expense of the Holders thereofIssuer, shall execute instruments in form and substance satisfactory to the Issuer and the Trustee acknowledging the same); provided that the following conditions shall have been satisfied: (i) funds sufficient to pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together the Issuer has irrevocably deposited in trust with the income thereon without consideration Trustee as trust funds specifically pledged as security for, and dedicated solely to, Holders of any reinvestment thereofthe Securities of such series, be sufficient to pay all sums due for payment of the principal Principal of (and premium, if any) and interest, if any, interest on the Securities of such series, as they shall become due from time money or U.S. Government Obligations or a combination thereof sufficient (unless such funds consist solely of money, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to timethe Trustee) without consideration of any reinvestment and after payment of all federal, state and shall pay all costs, local taxes or other charges and expenses incurred or to be incurred assessments in respect thereof payable by the Trustee in relation thereto or in carrying out Trustee, to pay and discharge the provisions Principal of this Indenture, this Indenture shall cease to be of further effect with respect to and accrued interest on the outstanding Securities of such series to maturity or earlier redemption (except as irrevocably provided for under arrangements satisfactory to (i) the Company's obligationsTrustee), as the case may be; (ii) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture, the Cable Guarantees or any other material agreement or instrument to which the Issuer is a party or by which it is bound; (iii) no default or Event of Default with respect to Securities of such series under Sections 3.05, 3.06 and 11.02, (ii) rights of Holders to receive payments of the principal of (and premium, if any) and interest, if any, on the Securities of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect to the amounts so deposited with the Trustee, (iii) rights of conversion of any Security, the terms of which provide for conversion (which shall continue in full force and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such terms), and (iv) the rights, obligations and immunities of the Trustee hereunder (for which purposes the Securities of such series shall have occurred and be deemed outstanding)), and the Trustee, continuing on the written request date of such deposit; (iv) the Issuer shall have delivered to the Trustee (1) either (x) a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Holders of the CompanySecurities of such series will not recognize income, accompanied by gain or loss for Federal income tax purposes as a result of the Officer's Certificate Issuer’s exercise of its option under this Section 9.02 and will be subject to 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 or (y) an Opinion of Counsel required by Section 1.02, shall execute and deliver to the Company same effect as the ruling described in clause (x) above and based upon a change in law and (2) an Opinion of Counsel to the effect that the Holders of the Securities of such instruments as shall be requisite series have a valid security interest in the trust funds subject to evidence no prior liens under the satisfaction thereof UCC; and (v) the Issuer 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 9.02 of the Securities of such series have been complied with. The Issuer’s obligations in Sections 2.03 through 2.11, 3.02, 5.06, 5.09 and 9.05 with respect to the Securities of such seriesseries shall survive until such Securities are no longer outstanding. Thereafter, only the Issuer’s obligations in Sections 5.06 and 9.05 shall survive.

Defeasance. Provided that On any date prior to the same has Early Amortization Period on which the following conditions have been duly authorized with respect to Securities of a particular series pursuant to Section 3.01(11), if, at any time after the date hereof, the Company shall deposit with the Trustee, in trust for the benefit of the Holders thereof, (i) funds sufficient to pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together with the income thereon without consideration of any reinvestment thereof, be sufficient to pay all sums due for the principal of (and premium, if any) and interest, if any, on the Securities of such series, as they shall become due from time to time, and shall pay all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, this Indenture shall cease to be of further effect with respect to Securities of such series (except as to satisfied: (i) the Company's obligationsTransferor has deposited (x) in the Principal Funding Account, an amount equal to the outstanding principal balance of the Class A Certificates, which amount will be invested in Eligible Investments and (y) in the Reserve Account an amount equal to or greater than the Covered Amount, as estimated by the case may beTransferor, with respect for the period from the date of the deposit to Securities of such series under Sections 3.05, 3.06 and 11.02, the Principal Funding Account through the Class A Expected Final Payment Date; (ii) rights the Transferor has delivered to the Trustee an opinion of Holders counsel to receive payments the effect that such deposit and termination of obligations as described below will not result in the Trust being required to register as an "investment company" within the meaning of the principal Investment Company Act of (1940, as amended, and premium, if any) and interest, if any, on the Securities an opinion of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect counsel to the amounts so deposited with effect that following such deposit none of the TrusteeTrust, the Reserve Account or the Principal Funding Account will be deemed to be an association (or publicly traded partnership) taxable as a corporation; (iii) rights of conversion of any Security, the terms of which provide for conversion (which shall continue in full force and effect pursuant Transferor has delivered to the terms set forth in Article Sixteen Trustee a certificate of an officer of the Transferor stating that the Transferor reasonably believes that such deposit and termination of its obligations will not constitute an Early Amortization Event or any event that, with the giving of notice or the lapse of time, would constitute an Early Amortization Event or a Series 2000-__ Early Amortization Event to the extent provided for in such terms), occur; and (iv) the rightsRating Agency Condition shall have been satisfied; then, obligations and immunities the Series 2000-__ Certificates will no longer be entitled to the security interest of the Trustee hereunder Trust in the Receivables and, except those set forth in clause (for which purposes the Securities of such series shall be deemed outstanding)i) above, other Trust assets ("Defeasance"), and the TrusteeInvestor Percentages applicable to the allocation to the Series 2000-__ Certificateholders of Collections of Principal Receivables, on Finance Charge Receivables and Defaulted Receivables will be reduced to zero. Upon the written request satisfaction of the Companyforegoing conditions, accompanied by the Officer's Certificate and Opinion of Counsel required by Section 1.02, shall execute and deliver Class B Invested Amount will be reduced to the Company such instruments as shall be requisite to evidence the satisfaction thereof with respect to Securities of such serieszero.

Defeasance. Provided On the date that the same has following conditions shall have been duly authorized with respect to Securities of a particular series pursuant to Section 3.01(11), if, at any time after the date hereof, the Company shall deposit with the Trustee, in trust for the benefit of the Holders thereof, (i) funds sufficient to pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together with the income thereon without consideration of any reinvestment thereof, be sufficient to pay all sums due for the principal of (and premium, if any) and interest, if any, on the Securities of such series, as they shall become due from time to time, and shall pay all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, this Indenture shall cease to be of further effect with respect to Securities of such series (except as to satisfied: (i) the Company's obligationsTransferor shall have deposited (x) in the Principal Funding Account, as an amount such that the case may beamount on deposit in the Principal Funding Account following such deposit is equal to the Class A Outstanding Principal Amount, with respect (y) in the Principal Account, an amount equal to the sum of the Class B Outstanding Principal Balance and Excess Collateral Outstanding Principal Balance and (z) in the Accumulation Period Reserve Account, an amount equal to or greater than the accrued and unpaid interest on the Investor Securities of such series under Sections 3.05, 3.06 and 11.02, through the day preceding the date on which the Defeasance occurs; (ii) rights the Transferor shall have delivered to the Trustee (a) an Opinion of Holders Counsel to receive payments the effect that such deposit will not result in the Trust being required to register as an "investment company" within the meaning of the principal Investment Company Act of 1940, as amended, (and premium, if anyb) and interest, if any, on the Securities an Opinion of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect Counsel to the amounts so deposited effect that following such deposit none of the Trust, the Accumulation Period Reserve Account or the Principal Funding Account will be deemed to be an association (or publicly traded partnership) taxable as a corporation, (c) a certificate of an officer of the Transferor stating that the Transferor reasonably believes that such deposit will not cause a Pay Out Event or any event that, with the Trusteegiving of notice or the lapse of time, or both, would constitute a Pay Out Event, to occur; and (iii) rights of conversion of any Securitya Ratings Event will not occur, the terms of which provide for conversion (which shall continue in full force and effect pursuant Series [-] Securities will no longer be entitled to the terms security interest of the Trust in the Receivables and, except those set forth in Article Sixteen clause (i) above, other Trust assets and the percentages applicable to the extent provided for in such terms), and (iv) the rights, obligations and immunities of the Trustee hereunder (for which purposes the Securities of such series shall be deemed outstanding)), and the Trustee, on the written request of the Company, accompanied by the Officer's Certificate and Opinion of Counsel required by Section 1.02, shall execute and deliver allocation to the Company such instruments as shall Series [-] Securityholders of Principal Collections, Finance Charge Collections and Defaulted Receivables will be requisite reduced to evidence the satisfaction thereof with respect to Securities of such serieszero.

Defeasance. Provided that On any date prior to the same has Early Amortization Period on which the following conditions have been duly authorized with respect to Securities of a particular series pursuant to Section 3.01(11), if, at any time after the date hereof, the Company shall deposit with the Trustee, in trust for the benefit of the Holders thereof, (i) funds sufficient to pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together with the income thereon without consideration of any reinvestment thereof, be sufficient to pay all sums due for the principal of (and premium, if any) and interest, if any, on the Securities of such series, as they shall become due from time to time, and shall pay all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, this Indenture shall cease to be of further effect with respect to Securities of such series (except as to satisfied: (i) the Company's obligationsTransferor has deposited (x) in the Principal Funding Account, an amount equal to the outstanding principal balance of the Class A Certificates, which amount will be invested in Eligible Investments and (y) in the Reserve Account an amount equal to or greater than the Covered Amount, as estimated by the case may beTransferor, with respect for the period from the date of the deposit to Securities of such series under Sections 3.05, 3.06 and 11.02, the Principal Funding Account through the Class A Expected Final Payment Date; (ii) rights the Transferor has delivered to the Trustee an opinion of Holders counsel to receive payments the effect that such deposit and termination of obligations as described below will not result in the Trust being required to register as an "investment company" within the meaning of the principal Investment Company Act of (1940, as amended, and premium, if any) and interest, if any, on the Securities an opinion of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect counsel to the amounts so deposited with effect that following such deposit none of the TrusteeTrust, the Reserve Account or the Principal Funding Account will be deemed to be an association (or publicly traded partnership) taxable as a corporation; (iii) rights of conversion of any Security, the terms of which provide for conversion (which shall continue in full force and effect pursuant Transferor has delivered to the terms set forth in Article Sixteen Trustee a certificate of an officer of the Transferor stating that the Transferor reasonably believes that such deposit and termination of its obligations will not constitute an Early Amortization Event or any event that, with the giving of notice or the lapse of time, would constitute an Early Amortization Event or a Series 1998-1 Early Amortization Event to the extent provided for in such terms), occur; and (iv) the rightsRating Agency Condition shall have been satisfied; then, obligations and immunities the Series 1998-1 Certificates will no longer be entitled to the security interest of the Trustee hereunder Trust in the Receivables and, except those set forth in clause (for which purposes the Securities of such series shall be deemed outstanding)i) above, other Trust assets ("Defeasance"), and the TrusteeInvestor Percentages applicable to the allocation to the Series 1998-1 Certificateholders of Collections of Principal Receivables, on Finance Charge Receivables and Defaulted Receivables will be reduced to zero. Upon the written request satisfaction of the Companyforegoing conditions, accompanied by the Officer's Certificate and Opinion of Counsel required by Section 1.02, shall execute and deliver Class B Invested Amount will be reduced to the Company such instruments as shall be requisite to evidence the satisfaction thereof with respect to Securities of such serieszero.

Defeasance. Provided that the same has been duly authorized with respect to Securities of a particular series pursuant to Section 3.01(11), ifThe Owner Trustee may, at any time after time, defease the date hereofinterest of the Indenture Trustee in the Indenture Estate in whole, but not in part, through the Company shall deposit with the Defeasance Trustee, in accordance with the provisions of this Section 10.05, of cash and/or Government Obligations; provided, however, that such defeasance shall not be applicable in respect of the Series SWA 1995 Trust N604SW-I Certificates. Such deposit shall be made pursuant to a declaration or other appropriate instrument of trust satisfactory in form and substance to the Defeasance Trustee and the Indenture Trustee; such deposit shall be absolute and irrevocable and the instrument of trust shall expressly provide that the Owner Trustee shall have no further title to or interest in or power to direct the use or application of the cash and/or Government Obligations so deposited or any of the proceeds arising therefrom; such instrument shall state that the trust created thereby and the cash and/or Government Obligations deposited pursuant thereto are for the sole and exclusive benefit of the Holders thereofand shall expressly provide that the Defeasance Trustee shall apply such cash and payments of principal and/or interest on such Government Obligations to, and only to, the punctual payment of the principal and interest on the Certificates as and when such payments become due (i) funds sufficient such declaration or instrument to contain appropriate provisions for the recording of transfers of Certificates and the names and addresses of the Holders); and the Owner Trustee shall agree to pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together with the income thereon without consideration of any reinvestment thereof, be sufficient to pay all sums due for the principal of (and premium, if any) and interest, if any, on the Securities of such series, as they same shall become due from time to timeand payable, all fees, costs and charges of the Defeasance Trustee under such instrument of trust, including those which may become payable after the date the conditions hereinbelow specified have been met. Upon compliance with the following conditions, and provided, that no Indenture Event of Default or Indenture Default shall pay all costshave occurred and be continuing on a date 91 days after the date of the deposit of Government Obligations and/or cash with the Defeasance Trustee as provided in Subsection A below, charges the Owner Trustee's obligations with respect to the Certificates will be discharged and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, this Indenture shall cease to be terminate as provided in Section 10.01: A. the Owner Trustee shall have deposited with the Defeasance Trustee absolutely and irrevocably (irrespective of whether the conditions in Subsections B, C, D and E of this Section 10.05 have been satisfied) (1) cash and/or (2) Government Obligations which through the payment of principal and interest in respect thereof in accordance with their terms, without any reinvestment or further effect with respect to Securities of such series (except as to (i) the Company's obligations, as the case may be, with respect to Securities of such series under Sections 3.05, 3.06 and 11.02, (ii) rights of Holders to receive payments investment of the principal of (or interest earned on such Government Obligations, will absolutely and premium, if any) unconditionally provide in any and interest, if any, all circumstances not later than one day before each Payment Date an amount sufficient to pay and discharge the payment of principal and interest to be due and payable on such Payment Date; B. no Indenture Event of Default or Indenture Default shall have occurred and be continuing on the Securities date of the deposit of cash and/or Government Obligations as contemplated hereby; TRUST INDENTURE AND SECURITY AGREEMENT [N604SW] -48- 55 C. the Owner Trustee shall have delivered to the Defeasance Trustee and to the Certificate Holders written confirmation by a nationally recognized firm of independent public accountants (other than the accounting firm then serving as Shawmut Bank Connecticut, National Association's or the Owner Participant's regular auditors) selected by the Owner Trustee, the form and substance of which confirmation and the identity of such series as they accounting firm shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect be satisfactory to the amounts so deposited with the Indenture Trustee, (iii) rights of conversion of any Security, that the terms of which provide Government Obligations deposited for conversion (which shall continue in full force and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such terms), and (iv) the rights, obligations and immunities payment of the Trustee hereunder (for which purposes Certificates, together with any cash deposited by the Securities of such series shall be deemed outstanding)), and the Owner Trustee, on are sufficient to satisfy the written request requirements of the Company, accompanied by the Officer's Certificate and Opinion of Counsel required by Section 1.02, shall execute and deliver to the Company such instruments as shall be requisite to evidence the satisfaction thereof with respect to Securities of such series.Subsection A hereof;

Defeasance. Provided that At the same has Issuer's option, either (i) the ---------- Issuer shall be deemed to have been duly authorized Discharged (as defined below) from its obligations with respect to the Securities on the 100th day after the applicable conditions set forth below have been satisfied or (ii) the Issuer shall cease to be under any obligation to comply with any term, provision or condition set forth in Sections 3.02 through 3.13 (and the Securities shall thereafter be deemed to be not outstanding for purposes of a particular series pursuant any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to Section 3.01(11be deemed outstanding for all other purposes hereunder), if, at Section 5.01 and Article X on the date and any time after the date hereof, applicable conditions set forth below have been satisfied: (a) the Company Issuer shall deposit have deposited or caused to be deposited irrevocably with the Trustee, Trustee as trust funds in trust for the purpose of making the following payment, specifically pledged as security for, and dedicated solely to, the benefit of the Holders thereof, (i1) funds sufficient to paymoney in an amount, or (ii2) U.S. Government Obligations Obligations, which through the payment of interest and principal in respect thereof in accordance with their terms will provide (as defined below) as willwithout any reinvestment of such interest or principal), not later than one day before the due date of any payment, money in an amount, or will together with the income thereon without consideration of any reinvestment thereof, be sufficient to pay all sums due for the principal (3) a combination of (and premium, if any1) and interest(2), if anysufficient, on in the Securities opinion of such series, as they shall become due from time to time, and shall pay all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions a nationally recognized firm of this Indenture, this Indenture shall cease to be of further effect independent public accountants (with respect to Securities (2) and (3)) expressed in a written certification thereof delivered to the Trustee at or prior to the time of such series deposit, to pay and discharge each installment of principal of and interest on, the outstanding Securities on the dates such installments of interest or principal are due; (except as b) if the Securities are then listed on a stock exchange, the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Issuer's exercise of its option under this Section would not cause such Securities to be delisted; (ic) no Default or Event of Default shall have occurred and be continuing on the date of such deposit; (d) the CompanyIssuer shall have delivered to the Trustee an Opinion of Counsel to the effect that (and containing no qualification and only assumptions customary for opinions of such type) Holders will not recognize income, gain or loss for federal income tax purposes as a result of the Issuer's obligations, exercise of its option under this Section and will be subject to federal income tax on the same amounts and in the same manner and at the same times as would have been the case may beif such option had not been exercised and, with respect to in the case of Securities of such series under Sections 3.05, 3.06 and 11.02, (ii) rights of Holders to receive payments of the principal of (and premium, if any) and interest, if any, on the Securities of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect to the amounts so deposited with the Trustee, (iii) rights of conversion of any Security, the terms of which provide for conversion (which shall continue in full force and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such terms), and (iv) the rights, obligations and immunities of the Trustee hereunder (for which purposes the Securities of such series shall be deemed outstanding)), and the Trustee, on the written request of the Companybeing Discharged, accompanied by a ruling to that effect received from or published by the OfficerInternal Revenue Service; (e) the Issuer's exercise of its option under this provision shall not result in any of the Issuer, the Trustee or the trust created by the Issuer's deposit hereunder becoming or being deemed to be an "investment company" under the Investment Company Act of 1940, as amended, or the Issuer, the Trustee or the trust so created shall be qualified under such act or exempt from regulation thereunder; (f) the Issuer shall have paid or duly provided for payment of all amounts then due to the Trustee pursuant to Section 7.07; and (g) the Issuer shall have delivered to the Trustee an Officers' Certificate and Opinion an opinion of Counsel required by Section 1.02Counsel, shall execute and deliver each stating that all conditions precedent provided for herein relating to the Company such instruments as shall be requisite to evidence satisfaction and discharge of the satisfaction thereof with respect to Securities of such serieshave been complied with.

Defeasance. Provided that (a) The Issuer and Exide Parent will be deemed to have paid and will be discharged from any and all obligations in respect of the same has been duly authorized Notes and the provisions of the Paying Agency Agreement will no longer be in effect with respect to Securities of a particular series pursuant to Section 3.01(11), if, at any time the Notes on the 123rd day after the date hereof, deposit described below if, (1) the Company shall deposit Issuer has deposited with the TrusteePaying Agents, in trust for trust, money and/or Federal Republic of Germany Obligations that through the benefit payment of the Holders thereof, (i) funds sufficient to pay, or (ii) U.S. Government Obligations (as defined below) as will, or interest and principal in respect thereof in accordance with their terms will together with the income thereon without consideration of any reinvestment thereof, be provide money in an amount sufficient to pay all sums due for the principal of (and of, premium, if any, and accrued interest on the Notes on the Stated Maturity of such payments in accordance with the terms of the Paying Agency Agreement and the Notes, (2) the Issuer has delivered to the Paying Agents (i) either an Opinion of Counsel to the effect that Holders will not recognize income, gain or loss for federal income tax purposes as a result of the Issuer's exercise of its option under this Section 8(a) and interestwill be subject to 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, defeasance and discharge had not occurred, which Opinion of Counsel must be accompanied by a ruling of the IRS to the same effect or a change in applicable U.S. federal income tax law after the date of the Paying Agency Agreement or a ruling directed to the Paying Agents received from the IRS to the same effect as the aforementioned Opinion of Counsel and (ii) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law, (3) immediately after giving effect to such deposit on a pro forma basis, no Event of Default, or event that after the giving of notice or lapse of time or both would become an Event of Default, shall have occurred and be continuing on the date of such deposit or during the period ending on the 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, any other agreement or instrument to which the Issuer is a party or by which the Issuer is bound, (4) if at such time the Notes are listed on a national securities exchange, the Issuer has delivered to the Paying Agents an Opinion of Counsel to the effect that the Notes will not be delisted as a result of such deposit, defeasance and discharge, and (5) the Issuer has delivered to each Paying Agent an Officer's Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of the Issuer's obligations under the Notes and the Paying Agency Agreement have been complied with. Notwithstanding the foregoing, the Issuer's obligations in Sections 3, 4, 6, 9, 11, 12, 13, and 15 of the Paying Agency Agreement shall survive until the Notes mature or are redeemed. After such deposit, the Paying Agents upon request shall acknowledge in writing the discharge of the Issuer's obligations under this Note, and the Paying Agency Agreement except for those surviving in the immediately preceding paragraph. (b) The provisions of the Notes will no longer be in effect with respect to clauses (iii) and (iv) of Section 5, the covenants contained in Section 7, Section 6(a)(3) hereof with respect to such covenants and clauses (iii) and (iv) of Section 5 and clauses (a)(4), (a)(5) and (a)(9) of Section 6 hereof shall be deemed not to be Events of Default, upon, the deposit with the Paying Agents in trust, of money and/or Federal Republic of Germany Obligations that through the payment of interest and principal in respect thereof in accordance with their terms will provide money in an amount sufficient to pay the principal of, premium, if any, and accrued interest on the Securities Notes on the Stated Maturity of such series, as they shall become due from time to time, and shall pay all costs, charges and expenses incurred or to be incurred by the Trustee payments in relation thereto or in carrying out the provisions of this Indenture, this Indenture shall cease to be of further effect accordance with respect to Securities of such series (except as to (i) the Company's obligations, as the case may be, with respect to Securities of such series under Sections 3.05, 3.06 and 11.02, (ii) rights of Holders to receive payments of the principal of (and premium, if any) and interest, if any, on the Securities of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect to the amounts so deposited with the Trustee, (iii) rights of conversion of any Security, the terms of which provide for conversion the Paying Agency Agreement and the Notes, the satisfaction of the provisions described in clauses (which shall continue in full force 2)(ii), (3), (4) and effect pursuant (5) of the preceding section and the delivery by the Issuer to the terms set forth in Article Sixteen Paying Agents of an Opinion of Counsel to the extent provided effect that, among other things, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance of certain covenants and Events of Default and will be subject to 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 terms), deposit and (iv) defeasance had not occurred. In the rights, obligations event the Issuer exercises its option to omit compliance with certain covenants and immunities provisions of the Trustee hereunder (for which purposes Paying Agency Agreement or the Securities Notes as described in the immediately preceding paragraph and the Notes are declared due and payable because of such series shall be deemed outstanding))the occurrence of an Event of Default that remains applicable, and the Trustee, amount of money and/or Federal Republic of Germany Obligations on deposit with the Paying Agents are sufficient to pay amounts due on the written request Notes at the time of their Stated Maturity but not sufficient to pay amounts due on the Notes at the time of the Companyacceleration resulting from such Event of Default, accompanied by the Officer's Certificate and Opinion of Counsel required by Section 1.02, Issuer shall execute and deliver to the Company remain liable for such instruments as shall be requisite to evidence the satisfaction thereof with respect to Securities of such seriespayments.

Defeasance. Provided that Except as provided ---------- below, the same has been duly authorized Company will be deemed to have paid and will be discharged from any and all obligations in respect of the Securities and the provisions of this Indenture will no longer be in effect with respect to the Securities of a particular series pursuant to Section 3.01(11), if, at any time after the date hereof, the Company shall deposit with (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same); provided that the -------- following conditions shall have been satisfied: (A) the Company has irrevocably deposited in trust with the Trustee as trust funds solely for the benefit of the Holders thereofof the Securities, (i) funds sufficient to payfor payment of the Payment Amount, money or (ii) U.S. Government Obligations (as defined below) as willor a combination thereof sufficient, or will together with in the income thereon opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, without consideration of any reinvestment thereofand after payment of all federal, be sufficient state and local taxes or other charges and assessments in respect thereof payable by the Trustee, to pay all sums due for and discharge the principal of (and premium, if any) and interest, if any, Payment Amount on the outstanding Securities of on the Maturity Date (irrevocably provided for under arrangements satisfactory to the Trustee); (B) such seriesdeposit will not result in a breach or violation of, as they shall become due from time to time, and shall pay all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indentureconstitute a default under, this Indenture shall cease or any other material agreement or instrument to be of further effect which the Company is a party or by which it is bound; (C) no Default with respect to the Securities shall have occurred and be continuing on the date of such series deposit; (except D) the Company shall have delivered to the Trustee (1) either (x) a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Holders of the Securities will not recognize income, gain or loss for federal income tax purposes as to (i) a result of the Company's obligations, exercise of its option under this Section 8.5 and will be subject to 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 or (y) an Opinion of Counsel to the same effect as the case may be, with respect ruling described in clause (x) above and (2) an Opinion of Counsel to Securities the effect that the Holders of such series under Sections 3.05, 3.06 and 11.02, (ii) rights of Holders to receive payments of the principal of (and premium, if any) and interest, if any, on the Securities of such series have a valid security interest in the trust funds subject to no prior liens under the Uniform Commercial Code, as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect in effect in each applicable jurisdiction (the "UCC"); and (E) the Company has delivered to the amounts so deposited with the TrusteeTrustee an Officers' Certificate and an Opinion of Counsel, (iii) rights of conversion of any Security, the terms of which provide in each case stating that all conditions precedent provided for conversion (which shall continue in full force and effect pursuant herein relating to the terms set forth in Article Sixteen to the extent provided for in such terms), and (iv) the rights, obligations and immunities defeasance contemplated by this Section 8.5 of the Trustee hereunder (for which purposes the Securities of such series shall be deemed outstanding)), and the Trustee, on the written request of the Company, accompanied by the Officer's Certificate and Opinion of Counsel required by Section 1.02, shall execute and deliver to the Company such instruments as shall be requisite to evidence the satisfaction thereof with respect to Securities of such serieshave been complied with.

Defeasance. Provided The Corporation shall have the right (the “defeasance option”) to be released from the terms of this Indenture relating to the outstanding Debentures of a Series specified by the Corporation in a notice to the Trustees, and upon receipt of such notice the Trustees shall, at the request and expense of the Corporation, execute and deliver to the Corporation such deeds and other instruments as shall be necessary to release the Corporation from the terms of this Indenture relating to the Debentures of the Series specified in such notice, except those relating to the indemnification of the Trustees, subject to the following: (a) the Corporation shall have delivered to the Trustee evidence that the same has been duly authorized Corporation has (i) deposited sufficient funds for payment of all principal, Premium, interest and other amounts due or to become due on the Debentures of such Series to the Stated Maturity thereof, (ii) deposited funds or made provision for the payment of all remuneration and expenses of the Trustees to carry out its duties under this Indenture in respect of the Debentures of such Series, and (iii) deposited funds for the payment of taxes arising with respect to Securities all deposited funds or other provision for payment in respect of the Debentures of such Series, in each case irrevocably, pursuant to the terms of a particular series trust agreement in form and substance satisfactory to the Corporation and the Trustees; (b) the Trustees shall have received an Opinion or Opinions of Corporation Counsel to the effect that the Holders of the Debentures of such Series will not be subject to any additional Canadian or U.S. taxes (as applicable) as a result of the exercise by the Corporation of the defeasance option with respect to such Debentures and that such Holders will be subject to taxes, if any, including those in respect of income (including taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such Debentures; (c) no Event of Default shall have occurred and be continuing on the date of the deposit referred to in Section 9.4(a); (d) such release does not result in a breach or violation of, or constitute a default under, any material agreement or instrument to which the Corporation is a party or by which the Corporation is bound; (e) the Corporation shall have delivered to the Trustees an Officers’ Certificate stating that the deposit referred to in Section 9.4(a) was not made by the Corporation with the intent of preferring the Holders of the Debentures of such Series over the other creditors of the Corporation or with the intent of defeating, hindering, delaying or defrauding creditors of the Corporation or others; and (f) the Corporation shall have delivered to the Trustees an Officers’ Certificate and an Opinion of Corporation Counsel as required pursuant to Section 3.01(11Sections 13.13 and 13.14, stating that all conditions precedent provided for or relating to the exercise of such defeasance option have been complied with. The Corporation shall be deemed to have made due provision for the depositing of funds if it deposits or causes to be deposited with the Trustees under the terms of an irrevocable trust agreement in form and substance satisfactory to the Corporation and the Trustee (each acting reasonably), if, at any time after the date hereof, the Company shall deposit with the Trustee, in trust solely for the benefit of the Holders of the Debentures of the Series specified therein, money or Securities denominated in the currency in which principal is payable constituting direct obligations of Canada (or a Province thereof) or the United States (or a State thereof) or an agency or instrumentality of Canada or the United States, (i) funds sufficient which will be sufficient, in the opinion of a firm of independent chartered accountants or an investment dealer acting reasonably and acceptable to paythe Trustees, or (ii) U.S. Government Obligations (as defined below) as will, or will together with to provide for payment in full of the income thereon without consideration of any reinvestment thereof, be sufficient to pay all sums due for the principal of (and premium, if any) and interest, if any, on the Securities Debentures of such series, as they shall become due from time to time, Series and shall pay all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) the Company's obligations, as the case may be, with respect to Securities of such series under Sections 3.05, 3.06 and 11.02, (ii) rights of Holders to receive payments of the principal of (and premium, if any) and interest, if any, on the Securities of such series as they shall become due other amounts from time to time due and other rights, duties and obligations of Holders as beneficiaries hereof with respect owing under this Indenture which pertain to the amounts so Debentures of such Series. The Trustees shall hold in trust all money or Securities deposited with it pursuant to this Section 9.4 and shall apply the Trusteedeposited money and the money derived from such Securities in accordance with this Indenture to the payment of principal of and Premium and interest on the Debentures and, (iii) as applicable, other amounts. If the Trustees are unable to apply any money or Securities in accordance with this Section 9.4 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Corporation’s obligations under this Indenture and the Debentures shall be revived and reinstated as though no money or Securities had been deposited pursuant to this Section 9.4 until such time as the Trustees are permitted to apply all such money or Securities in accordance with this Section 9.4 , provided that if the Corporation has made any payment in respect of principal, Premium or interest on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Corporation shall be subrogated to the rights of conversion of any Security, the terms of which provide for conversion (which shall continue in full force and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such terms), and (iv) the rights, obligations and immunities of the Trustee hereunder (for which purposes the Securities Holders of such series shall be deemed outstanding)), and Debentures to receive such payment from the Trustee, on the written request of the Company, accompanied money or Securities held by the Officer's Certificate and Opinion of Counsel required by Section 1.02, shall execute and deliver to the Company such instruments as shall be requisite to evidence the satisfaction thereof with respect to Securities of such seriesTrustees.

Defeasance. Provided On the date that the same has following conditions shall have been duly authorized with respect to Securities of a particular series pursuant to Section 3.01(11), if, at any time after the date hereof, the Company shall deposit with the Trustee, in trust for the benefit of the Holders thereof, (i) funds sufficient to pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together with the income thereon without consideration of any reinvestment thereof, be sufficient to pay all sums due for the principal of (and premium, if any) and interest, if any, on the Securities of such series, as they shall become due from time to time, and shall pay all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, this Indenture shall cease to be of further effect with respect to Securities of such series (except as to satisfied: (i) the Company's obligationsTransferor shall have deposited or caused to be deposited (x) in the Principal Funding Account, as an amount such that the case may be, with respect amount on deposit in the Principal Funding Account following such deposit is equal to Securities the sum of such series under Sections 3.05, 3.06 and 11.02(I) the Class A Outstanding Principal Amount, (iiII) rights of Holders the Class B Outstanding Principal Amount and (III) the Excess Collateral Outstanding Principal Amount (determined on a net basis, after taking into account any Excess Collateral Daily Principal payable to receive payments the Transferor on the Defeasance Date pursuant to subsection 4.12(d) of the principal of (and premium, if any) and interest, if any, on the Securities of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect to the amounts so deposited with the Trustee, (iii) rights of conversion of any Security, the terms of which provide for conversion (which shall continue in full force and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such termsAgreement), and (ivy) in the Accumulation Period Reserve Account, an amount such that the amount on deposit in the Accumulation Period Reserve Account following such deposit is sufficient to pay and discharge (without relying on income or gain from reinvestment of such amount) all remaining scheduled interest payments on all outstanding Series 2001-1 Securities on the dates scheduled for such payments in the Agreement; (ii) the rightsTransferor shall have delivered to the Trustee (a) an Opinion of Counsel to the effect that such deposit will not result in the Trust being required to register as an "investment company" within the meaning of the Investment Company Act of 1940, obligations as amended, (b) an Opinion of Counsel to the effect that following such deposit none of the Trust, the Accumulation Period Reserve Account or the Principal Funding Account will be deemed to be an association (or publicly traded partnership) taxable as a corporation and immunities (c) a certificate of an officer of the Transferor stating that the Transferor reasonably believes that such deposit will not cause a Pay Out Event or any event that, with the giving of notice or the lapse of time, or both, would constitute a Pay Out Event, to occur; and (iii) a Ratings Event will not occur, the Series 2001-1 Securities will no longer be entitled to the security interest of the Trustee hereunder in the Receivables and, except those set forth in clause (for which purposes the Securities of such series shall be deemed outstanding))i) above, other Trust Property and the Trustee, on the written request of the Company, accompanied by the Officer's Certificate and Opinion of Counsel required by Section 1.02, shall execute and deliver percentages applicable to the Company such instruments as shall allocation to the Series 2001-1 Securityholders of Principal Collections, Finance Charge Collections and Receivables in Defaulted Accounts will be requisite reduced to evidence the satisfaction thereof with respect to Securities of such serieszero.

Defeasance. Provided that The indenture will permit us to terminate all our respective obligations under the same has been duly authorized with respect indenture as they relate to Securities of a any particular series pursuant of debt securities, other than the obligation to Section 3.01(11)pay interest, ifif any, on and the principal of the debt securities of such series and certain other obligations, at any time after the date hereof, the Company shall deposit by: ∎ depositing in trust with the Trusteetrustee, under an irrevocable trust agreement, money or government obligations in trust for the benefit of the Holders thereof, (i) funds sufficient to pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together with the income thereon without consideration of any reinvestment thereof, be an amount sufficient to pay all sums due for the principal of (and premium, if any) and interest, if any, on the Securities of such series, as they shall become due from time to time, and shall pay all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, this Indenture shall cease to be of further effect with respect to Securities debt securities of such series (except to their maturity or redemption; and ∎ complying with other conditions, including delivery to the trustee of an opinion of counsel to the effect that holders will not recognize income, gain or loss for federal income tax purposes as a result of our exercise of such right and will be subject to (i) federal income tax on the Company's obligations, same amount and in the same manner and at the same times as would have been the case may beotherwise. The indenture will also permit us to terminate all of our respective obligations under the indenture as they relate to any particular series of debt securities, with respect including the obligations to Securities pay interest, if any, on and the principal of the debt securities of such series and certain other obligations, at any time by: ∎ depositing in trust with the trustee, under Sections 3.05an irrevocable trust agreement, 3.06 and 11.02, (ii) rights of Holders money or government obligations in an amount sufficient to receive payments of the pay principal of (and premium, if any) and interest, if any, on the Securities debt securities of such series to their maturity or redemption; and ∎ complying with other conditions, including delivery to the trustee of an opinion of counsel to the effect that (A) we have received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date such series of debt securities were originally issued, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel shall state that, holders will not recognize income, gain or loss for federal income tax purposes as a result of our exercise of such right and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case otherwise. In addition, the indenture will permit us to terminate substantially all our respective obligations under the indenture as they shall relate to a particular series of debt securities by depositing with the trustee money or government obligations sufficient to pay all principal and interest on such series at its maturity or redemption date if the debt securities of such series will become due from time and payable at maturity within one year or are to time and other rights, duties and obligations be called for redemption within one year of Holders as beneficiaries hereof with respect the deposit. A holder will be able to the amounts so deposited transfer or exchange debt securities only in accordance with the Trusteeindenture. The registrar may require a holder, (iii) among other things, to furnish appropriate endorsements and transfer documents, and to pay any taxes and fees required by law or permitted by the indenture. The indenture will contain limitations on the rights of conversion the trustee, should it become our creditor, to obtain payment of claims in specified cases or to realize on property received in respect of any Securitysuch claim as security or otherwise. The indenture will permit the trustee to engage in other transactions; however, if it acquires any conflicting interest, it must eliminate such conflict or resign. The indenture will provide that in case an event of default occurs and is not cured, the terms trustee will be required, in the exercise of which provide for conversion (which its power, to use the degree of care of a prudent person in similar circumstances in the conduct of such person’s own affairs. The trustee shall continue be under no obligation to exercise any of the rights or powers vested in full force and effect it by the indenture at the request or direction of any of the holders pursuant to the terms set forth in Article Sixteen indenture, unless such holders shall have offered to the extent provided for in such terms), and (iv) the rights, obligations and immunities of the Trustee hereunder (for which purposes the Securities of such series shall be deemed outstanding)), and the Trustee, on the written request of the Company, accompanied by the Officer's Certificate and Opinion of Counsel required by Section 1.02, shall execute and deliver trustee security or indemnity satisfactory to the Company trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such instruments as shall be requisite to evidence the satisfaction thereof with respect to Securities of such seriesrequest or direction.

Defeasance. Provided On the date that the same has following conditions shall have been duly authorized with respect to Securities of a particular series pursuant to Section 3.01(11), if, at any time after the date hereof, the Company shall deposit with the Trustee, in trust for the benefit of the Holders thereof, (i) funds sufficient to pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together with the income thereon without consideration of any reinvestment thereof, be sufficient to pay all sums due for the principal of (and premium, if any) and interest, if any, on the Securities of such series, as they shall become due from time to time, and shall pay all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, this Indenture shall cease to be of further effect with respect to Securities of such series (except as to satisfied: (i) the Company's obligationsTransferor shall have deposited (x) in the Principal Funding Account, as an amount such that the case may beamount on deposit in the Principal Funding Account following such deposit is equal to the Class A Outstanding Principal Amount, with respect (y) in the Principal Account, an amount equal to the sum of the Class B Outstanding Principal Balance and Excess Collateral Outstanding Principal Balance and (z) in the Accumulation Period Reserve Account, an amount equal to or greater than the accrued and unpaid interest on the Investor Securities of such series under Sections 3.05, 3.06 and 11.02, through the day preceding the date on which the Defeasance occurs; (ii) rights the Transferor shall have delivered to the Trustee (a) an Opinion of Holders Counsel to receive payments the effect that such deposit will not result in the Trust being required to register as an "investment company" within the meaning of the principal Investment Company Act of 1940, as amended, (and premium, if anyb) and interest, if any, on the Securities an Opinion of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect Counsel to the amounts so deposited effect that following such deposit none of the Trust, the Accumulation Period Reserve Account or the Principal Funding Account will be deemed to be an association (or publicly traded partnership) taxable as a corporation, (c) a certificate of an officer of the Transferor stating that the Transferor reasonably believes that such deposit will not cause a Pay Out Event or any event that, with the Trusteegiving of notice or the lapse of time, or both, would constitute a Pay Out Event, to occur; and (iii) rights of conversion of any Securitya Ratings Event will not occur, the terms of which provide for conversion (which shall continue in full force and effect pursuant Series 2001-1 Securities will no longer be entitled to the terms security interest of the Trust in the Receivables and, except those set forth in Article Sixteen clause (i) above, other Trust assets and the percentages applicable to the extent provided for in such terms), and (iv) the rights, obligations and immunities of the Trustee hereunder (for which purposes the Securities of such series shall be deemed outstanding)), and the Trustee, on the written request of the Company, accompanied by the Officer's Certificate and Opinion of Counsel required by Section 1.02, shall execute and deliver allocation to the Company such instruments as shall Series 2001-1 Securityholders of Principal Collections, Finance Charge Collections and Defaulted Receivables will be requisite reduced to evidence the satisfaction thereof with respect to Securities of such serieszero.

Defeasance. Provided (a) At any time prior to the Payment Date that is three (3) months prior to the same has been duly authorized Anticipated Repayment Date, the Issuers may (upon thirty (30) days’ written notice to the Indenture Trustee) obtain the release from all covenants under this Indenture relating to ownership and operation of the Tower Sites by defeasing all of the Notes then outstanding with respect to Securities U.S. government securities that provide for payments which replicate the required payments on such Class of a particular series pursuant to Section 3.01(11Notes (including interest on the Class A-FL of each Series Notes computed at, and determined in accordance with, the Class A-FX Note Rate for such Series) and the Indenture Trustee Fees and Workout Fees, if any, through the Anticipated Repayment Date (including payment in full of the principal of such Class of Notes on the Anticipated Repayment Date), ifprovided, at any time after the date hereof, the Company shall deposit with the Trustee, in trust for the benefit of the Holders thereof, that (i) funds sufficient to pay, or no Event of Default has occurred and is continuing and (ii) the Issuers shall pay or deliver on the date of such defeasance (the “Defeasance Date”) (a) all interest accrued and unpaid on the Outstanding Class Principal Balance of each Class of Notes to but not including the Defeasance Date (and if the Defeasance Date is not a Payment Date, the interest that would have accrued to but not including the next Payment Date), (b) all other sums then due under each Class of Notes and all other Transaction Documents executed in connection therewith, including any costs incurred in connection with such defeasance, and (c) U.S. Government Obligations government securities providing for payments equal to the Scheduled Defeasance Payments. In addition, the Issuers shall deliver to the Servicer on behalf of the Indenture Trustee, (1) a security agreement granting the Indenture Trustee a first priority perfected lien on the U.S. government securities so delivered by the Issuers, (2) an opinion of counsel as defined belowto the enforceability and perfection of such lien, (3) as will, or will together with a confirmation by an independent certified public accounting firm that the income thereon without consideration of any reinvestment thereof, be U.S. government securities so delivered are sufficient to pay all sums due for the principal of (and premium, if any) and interest, if any, on the Securities of such series, as they shall become due from time to time, and shall pay all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) the Company's obligations, as the case may be, with respect to Securities of such series under Sections 3.05, 3.06 and 11.02, (ii) rights of Holders to receive payments of the principal of (and premium, if any) and interest, if any, on the Securities of such series as they shall become interest due from time to time (including interest on the Class A-FL Notes of each Series computed at, and other rightsdetermined on the same basis as, duties the Class A-FX Note Rate for such Series) and all principal due upon maturity for each Class of Notes, and all Indenture Trustee Fees and Workout Fees, if any, and (4) a Rating Agency Confirmation. The Issuers, pursuant to the security agreement described above, shall authorize and direct that the payments received from the U.S. government securities shall be made directly to the Indenture Trustee and applied to satisfy the obligations of Holders as beneficiaries hereof the Issuers under the Notes. (b) If the Issuers will continue to own any assets other than the U.S. government securities delivered in connection with the defeasance, the Issuers shall establish or designate a special-purpose bankruptcy-remote successor entity acceptable to the Indenture Trustee, with respect to the amounts so deposited with the Trustee, (iii) rights of conversion of any Security, the terms of which provide for conversion (which shall continue in full force and effect pursuant a substantive nonconsolidation opinion satisfactory to the terms set forth in Article Sixteen Indenture Trustee has been delivered to the extent provided for in such terms), Indenture Trustee and (iv) to transfer to that entity the rights, pledged U.S. government securities. The new entity shall assume the obligations and immunities of the Trustee hereunder (for which purposes Issuers under the Securities of such series Notes and the security agreement and the Issuers shall be deemed outstanding)), and the Trustee, on the written request relieved of their obligations thereunder. The Issuers shall pay Ten Dollars ($10) to such new entity as consideration for assuming such obligations of the Company, accompanied by the Officer's Certificate and Opinion of Counsel required by Section 1.02, shall execute and deliver to the Company such instruments as shall be requisite to evidence the satisfaction thereof with respect to Securities of such seriesIssuers.

Defeasance. Provided that Except as provided below, the same has been duly authorized Issuer will be deemed to have paid and will be discharged from any and all obligations in respect of the Securities of any series and the provisions of this Indenture will no longer be in effect with respect to the Securities of a particular such series pursuant to Section 3.01(11), if, at any time after the date hereof, the Company shall deposit with (and the Trustee, in trust for at the benefit expense of the Holders thereofIssuer, shall execute instruments in form and substance satisfactory to the Issuer and the Trustee acknowledging the same); provided that the following conditions shall have been satisfied: (i) funds sufficient to pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together the Issuer has irrevocably deposited in trust with the income thereon without consideration Trustee as trust funds specifically pledged as security for, and dedicated solely to, Holders of any reinvestment thereofthe Securities of such series, be sufficient to pay all sums due for payment of the principal Principal of (and premium, if any) and interest, if any, interest on the Securities of such series, as they shall become due from time money or U.S. Government Obligations or a combination thereof sufficient (unless such funds consist solely of money, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to timethe Trustee) without consideration of any reinvestment and after payment of all federal, state and shall pay all costs, local taxes or other charges and expenses incurred or to be incurred assessments in respect thereof payable by the Trustee in relation thereto or in carrying out Trustee, to pay and discharge the provisions Principal of this Indenture, this Indenture shall cease to be of further effect with respect to and accrued interest on the outstanding Securities of such series to maturity or earlier redemption (except as irrevocably provided for under arrangements satisfactory to (i) the Company's obligationsTrustee), as the case may be; (ii) 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 Issuer is a party or by which it is bound; (iii) no default or Event of Default with respect to Securities of such series under Sections 3.05, 3.06 and 11.02, (ii) rights of Holders to receive payments of the principal of (and premium, if any) and interest, if any, on the Securities of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect to the amounts so deposited with the Trustee, (iii) rights of conversion of any Security, the terms of which provide for conversion (which shall continue in full force and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such terms), and (iv) the rights, obligations and immunities of the Trustee hereunder (for which purposes the Securities of such series shall have occurred and be deemed outstanding)), and the Trustee, continuing on the written request date of such deposit; (iv) the Issuer shall have delivered to the Trustee either (x) a ruling directed to the Trustee received from or a ruling published by the Internal Revenue Service to the effect that the Holders of the CompanySecurities of such series will not recognize income, accompanied by gain or loss for federal income tax purposes as a result of the Officer's Certificate Issuer’s exercise of its option under this Section 9.02 and will be subject to 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 or (y) an Opinion of Counsel required by Section 1.02, shall execute and deliver to the Company same effect as the ruling described in clause (x) above and based upon a change in law; and (v) the Issuer has delivered to the Trustee an 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 this Section 9.02 of the Securities of such instruments as shall be requisite to evidence the satisfaction thereof series have been complied with. The Issuer’s obligations in Sections 2.03 through 2.11, 3.02, 5.06, 5.09 and 9.05 with respect to the Securities of such seriesseries shall survive until such Securities are no longer outstanding. Thereafter, only the Issuer’s obligations in Sections 5.06 and 9.05 shall survive.

Defeasance. Provided that The indenture will permit us to terminate all our respective obligations under the same has been duly authorized with respect indenture as they relate to Securities of a any particular series pursuant of debt securities, other than the obligation to Section 3.01(11)pay interest, ifif any, on and the principal of the debt securities of such series and certain other obligations, at any time after the date hereof, the Company shall deposit by: • depositing in trust with the Trusteetrustee, under an irrevocable trust agreement, money or government obligations in trust for the benefit of the Holders thereof, (i) funds sufficient to pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together with the income thereon without consideration of any reinvestment thereof, be an amount sufficient to pay all sums due for the principal of (and premium, if any) and interest, if any, on the Securities of such series, as they shall become due from time to time, and shall pay all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, this Indenture shall cease to be of further effect with respect to Securities debt securities of such series (except to their maturity or redemption; and • complying with other conditions, including delivery to the trustee of an opinion of counsel to the effect that holders will not recognize income, gain or loss for federal income tax purposes as a result of our exercise of such right and will be subject to (i) federal income tax on the Company's obligations, same amount and in the same manner and at the same times as would have been the case may beotherwise. The indenture will also permit us to terminate all of our respective obligations under the indenture as they relate to any particular series of debt securities, with respect including the obligations to Securities pay interest, if any, on and the principal of the debt securities of such series and certain other obligations, at any time by: • depositing in trust with the trustee, under Sections 3.05an irrevocable trust agreement, 3.06 and 11.02, (ii) rights of Holders money or government obligations in an amount sufficient to receive payments of the pay principal of (and premium, if any) and interest, if any, on the Securities debt securities of such series to their maturity or redemption; and • complying with other conditions, including delivery to the trustee of an opinion of counsel to the effect that (A) we have received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date such series of debt securities were originally issued, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel shall state that, holders will not recognize income, gain or loss for federal income tax purposes as a result of our exercise of such right and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case otherwise. In addition, the indenture will permit us to terminate substantially all our respective obligations under the indenture as they shall become due from time relate to time and other rights, duties and obligations a particular series of Holders as beneficiaries hereof with respect to the amounts so deposited debt securities by depositing with the Trustee, (iii) rights of conversion of any Security, trustee money or government obligations sufficient to pay all principal and interest on such series at its maturity or redemption date if the terms of which provide for conversion (which shall continue in full force and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such terms), and (iv) the rights, obligations and immunities of the Trustee hereunder (for which purposes the Securities debt securities of such series shall will become due and payable at maturity within one year or are to be deemed outstanding)), and the Trustee, on the written request called for redemption within one year of the Company, accompanied by the Officer's Certificate and Opinion of Counsel required by Section 1.02, shall execute and deliver to the Company such instruments as shall be requisite to evidence the satisfaction thereof with respect to Securities of such seriesdeposit.

Defeasance. Provided that the same has been duly authorized with respect to Securities of a particular series pursuant to Section 3.01(11), ifThe Owner Trustee may, at any time after time, defease the date hereofinterest of the Indenture Trustee in the Indenture Estate in whole, but not in part, through the Company shall deposit with the Defeasance Trustee, in accordance with the provisions of this Section 10.05, of cash and/or Government Obligations; provided, however, that such defeasance shall not be applicable in respect of the Series SWA 1995 Trust N605SW-I Certificates. Such deposit shall be made pursuant to a declaration or other appropriate instrument of trust satisfactory in form and substance to the Defeasance Trustee and the Indenture Trustee; such deposit shall be absolute and irrevocable and the instrument of trust shall expressly provide that the Owner Trustee shall have no further title to or interest in or power to direct the use or application of the cash and/or Government Obligations so deposited or any of the proceeds arising therefrom; such instrument shall state that the trust created thereby and the cash and/or Government Obligations deposited pursuant thereto are for the sole and exclusive benefit of the Holders thereofand shall expressly provide that the Defeasance Trustee shall apply such cash and payments of principal and/or interest on such Government Obligations to, and only to, the punctual payment of the principal and interest on the Certificates as and when such payments become due (i) funds sufficient such declaration or instrument to contain appropriate provisions for the recording of transfers of Certificates and the names and addresses of the Holders); and the Owner Trustee shall agree to pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together with the income thereon without consideration of any reinvestment thereof, be sufficient to pay all sums due for the principal of (and premium, if any) and interest, if any, on the Securities of such series, as they same shall become due from time to timeand payable, all fees, costs and charges of the Defeasance Trustee under such instrument of trust, including those which may become payable after the date the conditions hereinbelow specified have been met. Upon compliance with the following conditions, and provided, that no Indenture Event of Default or Indenture Default shall pay all costshave occurred and be continuing on a date 91 days after the date of the deposit of Government Obligations and/or cash with the Defeasance Trustee as provided in Subsection A below, charges the Owner Trustee's obligations with respect to the Certificates will be discharged and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, this Indenture shall cease to be terminate as provided in Section 10.01: A. the Owner Trustee shall have deposited with the Defeasance Trustee absolutely and irrevocably (irrespective of whether the conditions in Subsections B, C, D and E of this Section 10.05 have been satisfied) (1) cash and/or (2) Government Obligations which through the payment of principal and interest in respect thereof in accordance with their terms, without any reinvestment or further effect with respect to Securities of such series (except as to (i) the Company's obligations, as the case may be, with respect to Securities of such series under Sections 3.05, 3.06 and 11.02, (ii) rights of Holders to receive payments investment of the principal of (or interest earned on such Government Obligations, will absolutely and premium, if any) unconditionally provide in any and interest, if any, all circumstances not later than one day before each Payment Date an amount sufficient to pay and discharge the payment of principal and interest to be due and payable on such Payment Date; B. no Indenture Event of Default or Indenture Default shall have occurred and be continuing on the Securities date of the deposit of cash and/or Government Obligations as contemplated hereby; TRUST INDENTURE AND SECURITY AGREEMENT [N605SW] -48- 55 C. the Owner Trustee shall have delivered to the Defeasance Trustee and to the Certificate Holders written confirmation by a nationally recognized firm of independent public accountants (other than the accounting firm then serving as Shawmut Bank Connecticut, National Association's or the Owner Participant's regular auditors) selected by the Owner Trustee, the form and substance of which confirmation and the identity of such series as they accounting firm shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect be satisfactory to the amounts so deposited with the Indenture Trustee, (iii) rights of conversion of any Security, that the terms of which provide Government Obligations deposited for conversion (which shall continue in full force and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such terms), and (iv) the rights, obligations and immunities payment of the Trustee hereunder (for which purposes Certificates, together with any cash deposited by the Securities of such series shall be deemed outstanding)), and the Owner Trustee, on are sufficient to satisfy the written request requirements of the Company, accompanied by the Officer's Certificate and Opinion of Counsel required by Section 1.02, shall execute and deliver to the Company such instruments as shall be requisite to evidence the satisfaction thereof with respect to Securities of such series.Subsection A hereof;

Defeasance. Provided that [The provisions of Sections 403 and 1006 of the same has been duly authorized with respect Indenture relating to defeasance shall apply to the Designated Securities.] [OTHER TERMS]*: -------- * A description of particular tax, accounting or other unusual features of the Securities should be set forth, or referenced to an attached and accompanying description, if necessary, to the issuer's understanding of the transaction contemplated. Such a particular series pursuant description might appropriately be in the form in which such features will be described in the Prospectus Supplement for the offering. 3 ANNEX II Pursuant to Section 3.01(11), if, at any time after the date hereof, the Company shall deposit with the Trustee, in trust for the benefit 7(d) of the Holders thereofUnderwriting Agreement, Deloitte & Touche LLP shall furnish letters to the Underwriters to the effect that: (i) funds sufficient to pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together with the income thereon without consideration of any reinvestment thereof, be sufficient to pay all sums due for the principal of (and premium, if any) and interest, if any, on the Securities of such series, as they shall become due from time to time, and shall pay all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) the Company's obligations, as the case may be, with respect to Securities of such series under Sections 3.05, 3.06 and 11.02, (ii) rights of Holders to receive payments of the principal of (and premium, if any) and interest, if any, on the Securities of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof They are independent certified public accountants with respect to the amounts so deposited Company and its subsidiaries within the meaning of the Act and the applicable published rules and regulations thereunder; (ii) In their opinion, the financial statements and any supplementary financial information and schedules audited by them and included or incorporated by reference in the Registration Statement or the Prospectus comply as to form in all material respects with the Trusteeapplicable accounting requirements of the Act or the Exchange Act, as applicable, and the related published rules and regulations thereunder; (iii) rights of conversion of any Security, the terms of which provide for conversion (which shall continue in full force and effect pursuant The unaudited selected financial information with respect to the terms set forth consolidated results of operations and financial position of the Company for the five most recent fiscal years included in Article Sixteen to the extent provided Prospectus and included or incorporated by reference in Item 6 of the Company's Annual Report on Form 10-K for the most recent fiscal year agrees with the corresponding amounts (after restatement where applicable) in the audited consolidated financial statements for five such terms), and fiscal years which were included or incorporated by reference in the Company's Annual Reports on Form 10-K for such fiscal years; (iv) On the rightsbasis of limited procedures, obligations and immunities not constituting an audit in accordance with generally accepted auditing standards, consisting of a reading of the Trustee hereunder unaudited financial statements and other information referred to below, a reading of the latest available interim financial statements of the Company and its subsidiaries, inspection of the minute books of the Company and its subsidiaries since the date of the latest audited financial statements included or incorporated by reference in the Prospectus, inquiries of officials of the Company and its subsidiaries responsible for financial and accounting matters and such other inquiries and procedures as may be specified in such letter, nothing came to their attention that caused them to believe that: (A) the unaudited condensed consolidated statements of income, consolidated balance sheets and consolidated statements of cash flows included or incorporated by reference in the Company's Quarterly Reports on Form 10-Q incorporated by reference in the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act as it applies to Form 10-Q and the related published rules and regulations thereunder or are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with the basis for the audited consolidated statements of income, consolidated balance sheets and consolidated statements of cash flows included or incorporated by reference in the Company's Annual Report on Form 10-K for the most recent fiscal year; (B) any other unaudited income statement data and balance sheet items included in the Prospectus do not agree with the corresponding items in the unaudited consolidated financial statements from which purposes the Securities of such series shall be deemed outstanding))data and items were derived, and any such unaudited data and items were not determined on a basis substantially consistent with the Trustee, on basis for the written request of corresponding amounts in the audited consolidated financial statements included or incorporated by reference in the Company, accompanied 's Annual Report on Form 10-K for the most recent fiscal year; (C) the unaudited financial statements which were not included in the Prospectus but from which were derived any unaudited income statement data and balance sheet items included in the Prospectus and referred to in Clause (B) were not determined on a basis substantially consistent with the basis for the audited financial statements included or incorporated by reference in the OfficerCompany's Certificate and Opinion of Counsel required by Section 1.02, shall execute and deliver to Annual Report on Form 10-K for the Company such instruments as shall be requisite to evidence the satisfaction thereof with respect to Securities of such series.most recent fiscal year;

Defeasance. Provided that The Issuer will be deemed to have paid and will be discharged from any and all obligations in respect of the same has been duly authorized Securities of any series, the provisions of this Indenture will, except as provided below, no longer be in effect with respect to the Securities of a particular series pursuant to Section 3.01(11)such series, if, at any time after the date hereof, the Company shall deposit with the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same and the Securities of any such series will no longer be Outstanding pursuant to this Indenture; provided that the following conditions shall have been satisfied: (A) the Issuer has irrevocably deposited in trust with the Trustee as trust funds solely for the benefit of the Holders thereofof the Securities of such series, (i) funds sufficient to pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together with the income thereon without consideration for payment of any reinvestment thereof, be sufficient to pay all sums due for the principal of (and premium, if any) and interest, if any, interest on the Securities of such series, as they shall become due from time money or U.S. Government Obligations or a combination thereof sufficient (unless such funds consist solely of money, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to timethe Trustee) without consideration of any reinvestment and after payment of all federal, state and shall pay all costs, local taxes or other charges and expenses incurred or to be incurred assessments in respect thereof payable by the Trustee in relation thereto or in carrying out Trustee, to pay and discharge the provisions principal of this Indenture, this Indenture shall cease to be of further effect with respect to and accrued interest on the Outstanding Securities of such series to maturity or earlier redemption (except as irrevocably provided for under arrangements satisfactory to (i) the Company's obligationsTrustee), as the case may be; (B) 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 Issuer is a party or by which it is bound; (C) no event which, with the giving of notice or lapse of time, would become an Event of Default with respect to Securities of such series under Sections 3.05, 3.06 and 11.02, (ii) rights of Holders to receive payments of the principal of (and premium, if any) and interest, if any, on the Securities of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect to the amounts so deposited with the Trustee, (iii) rights of conversion of any Security, the terms of which provide for conversion (which shall continue in full force and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such terms), and (iv) the rights, obligations and immunities of the Trustee hereunder (for which purposes the Securities of such series shall have occurred and be deemed outstanding)), and the Trustee, continuing on the written request date of such deposit; (D) the Issuer shall have delivered to the Trustee (1) either (x) a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Holders of the CompanySecurities of such series will not recognize income, accompanied by gain or loss for federal income tax purposes as a result of the OfficerIssuer's Certificate exercise of its option under this Section 9.2 and will be subject to 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 option had not been exercised or (y) an Opinion of Counsel required by Section 1.02, shall execute and deliver to the Company same effect as the ruling described in clause (x) above and (2) an Opinion of Counsel to the effect that the Holders of the Securities of such instruments as shall be requisite series have a valid security interest in the trust funds subject to evidence no prior liens under the satisfaction thereof UCC; and (E) the Issuer 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 9.2 of the Securities of such series have been complied with. The Issuer's obligations in Sections 2.2, 2.5, 2.6, 2.7, 2.8, 2.9, 2.10, 3.2, 3.4, 5.6, 5.9 and 9.5 with respect to the Securities of such seriesseries shall survive until such Securities are no longer outstanding. Thereafter, only the Issuer's obligations in Sections 5.6 and 9.5 shall survive.

Defeasance. Provided that the same has been duly authorized with respect to Securities of a particular series pursuant to Section 3.01(11), if18.2.1 The Issuer may, at its option and at any time after the date hereoftime, the Company shall deposit elect to have certain obligations discharged (see Clause 18.2.2) upon complying with the Trustee, in trust following conditions (“Covenant Defeasance”); (a) the Issuer shall have irrevocably pledged to the Bond Trustee for the benefit of the Holders thereofBondholders cash or government obligations acceptable by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient for the payment of principal and interest on the Outstanding Bonds to Maturity Date; (b) the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonable acceptable to the Bond Trustee to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (iunder US federal or Norwegian, if applicable) funds sufficient as a result of the Defeasance Pledge and Covenant Defeasance, and will be subject to paysuch income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (c) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (iid) U.S. Government Obligations (as defined below) as willneither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or will together with the income thereon without consideration certificate of any reinvestment thereof, be sufficient to pay all sums due for association or partnership agreement governing the principal of (and premium, if any) and interest, if any, on the Securities of such series, as they shall become due from time to time, and shall pay all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) the Company's obligations, as the case may be, with respect to Securities of such series under Sections 3.05, 3.06 and 11.02, (ii) rights of Holders to receive payments of the principal of (and premium, if any) and interest, if any, on the Securities of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect to the amounts so deposited with the Trustee, (iii) rights of conversion of any Security, the terms of which provide for conversion (which shall continue in full force and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such terms), and (iv) the rights, obligations and immunities of the Trustee hereunder (for which purposes the Securities of such series shall be deemed outstanding)), and the Trustee, on the written request of the Company, accompanied by the Officer's Certificate and Opinion of Counsel required by Section 1.02, shall execute and deliver to the Company such instruments as shall be requisite to evidence the satisfaction thereof with respect to Securities of such series.Issuer;

Defeasance. Provided that Except as provided below, the same has been duly authorized Company will be deemed to have paid and will be discharged from any and all obligations in respect of the Securities of any series and the provisions of this Indenture will no longer be in effect with respect to the Securities of a particular such series pursuant to Section 3.01(11), if, at any time after the date hereof, the Company shall deposit with (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same); provided that the following conditions shall have been satisfied: (a) the Company has irrevocably deposited in trust with the Trustee as trust funds solely for the benefit of the Holders thereofof the Securities of such series, (i) funds sufficient to pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together with for payment of the income thereon without consideration Principal of any reinvestment thereof, be sufficient to pay all sums due for the principal of (and premium, if any) and interest, if any, interest on the Securities of such series, as they shall become due from time money or U.S. Government Obligations or a combination thereof sufficient (unless such funds consist solely of money, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to timethe Trustee) without consideration of any reinvestment and after payment of all federal, state and shall pay all costs, local taxes or other charges and expenses incurred or to be incurred assessments in respect thereof payable by the Trustee in relation thereto or in carrying out Trustee, to pay and discharge the provisions Principal of this Indenture, this Indenture shall cease to be of further effect with respect to and accrued interest on the outstanding Securities of such series to maturity or earlier redemption (except as irrevocably provided for under arrangements satisfactory to (i) the Company's obligationsTrustee), as the case may be; (b) 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; (c) no Default with respect to Securities of such series under Sections 3.05, 3.06 and 11.02, (ii) rights of Holders to receive payments of the principal of (and premium, if any) and interest, if any, on the Securities of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect to the amounts so deposited with the Trustee, (iii) rights of conversion of any Security, the terms of which provide for conversion (which shall continue in full force and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such terms), and (iv) the rights, obligations and immunities of the Trustee hereunder (for which purposes the Securities of such series shall have occurred and be deemed outstanding)), and the Trustee, continuing on the written request date of such deposit; (d) the Company shall have delivered to the Trustee (i) either (x) a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Holders of the Securities of such series will not recognize income, 54 61 gain or loss for federal income tax purposes as a result of the Company, accompanied by 's exercise of its option under this Section 8.02 and will be subject to federal income tax on the Officer's Certificate 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 or (y) an Opinion of Counsel required by Section 1.02, shall execute and deliver to the same effect as the ruling described in clause (x) above and (ii) an Opinion of Counsel to the effect that the Holders of the Securities of such series have a valid security interest in the trust funds subject to no prior liens under the UCC; and (e) 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 8.02 of the Securities of such instruments as shall be requisite to evidence the satisfaction thereof series have been complied with. The Company's obligations in Sections 2.02 through 2.12, 4.02, 7.07, 7.08 and 8.05 with respect to the Securities of such seriesseries shall survive until such Securities are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07 and 8.05 shall survive.

Defeasance. Provided that the same has been duly authorized with respect to Securities of a particular series pursuant to Section 3.01(11), if18.2.1 The Issuer may, at its option and at any time after the date hereoftime, the Company shall deposit elect to have certain obligations discharged (see Clause 18.2.2) upon complying with the Trustee, in trust following conditions (“Covenant Defeasance”); (a) the Issuer shall have irrevocably pledged to the Bond Trustee for the benefit of the Holders thereofBondholders cash or government obligations acceptable by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient for the payment of principal and interest on the Outstanding Bonds to Maturity Date; (b) the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonably acceptable to the Bond Trustee to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (iunder US federal or Norwegian tax law, if applicable) funds sufficient as a result of the Defeasance Pledge and Covenant Defeasance, and will be subject to paysuch income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (c) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (iid) U.S. Government Obligations (as defined below) as willneither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or will together with the income thereon without consideration Amended and Restated Articles of any reinvestment thereof, be sufficient to pay all sums due for Incorporation or the principal of (Amended and premium, if any) and interest, if any, on the Securities of such series, as they shall become due from time to time, and shall pay all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) the Company's obligations, as the case may be, with respect to Securities of such series under Sections 3.05, 3.06 and 11.02, (ii) rights of Holders to receive payments Restated Bylaws of the principal of (and premium, if any) and interest, if any, on the Securities of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect to the amounts so deposited with the Trustee, (iii) rights of conversion of any Security, the terms of which provide for conversion (which shall continue in full force and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such terms), and (iv) the rights, obligations and immunities of the Trustee hereunder (for which purposes the Securities of such series shall be deemed outstanding)), and the Trustee, on the written request of the Company, accompanied by the Officer's Certificate and Opinion of Counsel required by Section 1.02, shall execute and deliver to the Company such instruments as shall be requisite to evidence the satisfaction thereof with respect to Securities of such series.Issuer;

Defeasance. Provided that Notwithstanding anything to the same has been duly authorized contrary in this Indenture or any Indenture Supplement: (a) The Issuer may at its option be discharged from its obligations hereunder with respect to Securities of any Series or all outstanding Series (each, a particular series pursuant to Section 3.01(11), if, at any time after "DEFEASED SERIES") on the date hereofthe applicable conditions set forth in subsection 11.04(c) are satisfied (a "DEFEASANCE"); provided, however, that the Company following rights, obligations, powers, duties and immunities shall deposit with the Trustee, in trust for the benefit of the Holders thereof, (i) funds sufficient to pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together with the income thereon without consideration of any reinvestment thereof, be sufficient to pay all sums due for the principal of (and premium, if any) and interest, if any, on the Securities of such series, as they shall become due from time to time, and shall pay all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, this Indenture shall cease to be of further effect survive with respect to Securities of such series (except as to each Defeased Series until otherwise terminated or discharged hereunder: (i) the Companyrights of the Holders of Notes of the Defeased Series to receive, solely from the trust fund provided for in subsection 11.04(c), payments in respect of principal of and interest on such Notes when such payments are due; (ii) the Issuer's obligations, as the case may be, obligations with respect to Securities of such series Notes under Sections 3.05, 3.06 2.05 and 11.02, (ii) rights of Holders to receive payments of the principal of (and premium, if any) and interest, if any, on the Securities of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect to the amounts so deposited with the Trustee, 2.06; (iii) rights the rights, powers, trusts, duties, and immunities of conversion of any Securitythe Indenture Trustee, the terms of which provide for conversion (which shall continue in full force Paying Agent and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such terms), Registrar hereunder; and (iv) this Section 11.04 and Section 12.16. (b) Subject to subsection 11.04(c), the rights, obligations Issuer at its option may cause Collections allocated to each Defeased Series and immunities available to purchase additional Receivables to be applied to purchase Eligible Investments rather than additional Receivables. (c) The following shall be the conditions precedent to any Defeasance under subsection 11.04(a): (i) the Issuer irrevocably shall have deposited or caused to be deposited with the Indenture Trustee (such deposit to be made from other than the Issuer's or any Affiliate of the Trustee hereunder Issuer's funds), under the terms of an irrevocable trust agreement in form and substance satisfactory to the Indenture Trustee, as trust funds in trust for making the payments described below, (for A) Dollars in an amount equal to, or (B) Eligible Investments which purposes through the Securities scheduled payment of principal and interest in respect thereof will provide, not later than the due date of payment thereon, money in an amount equal to, or (C) a combination thereof, in each case sufficient to pay and discharge (without relying on income or gain from reinvestment of such series shall be deemed outstanding)amount), and which shall be applied by the TrusteeIndenture Trustee to pay and discharge, all remaining scheduled interest and principal payments on all outstanding Notes of each Defeased Series on the written request dates scheduled for such payments in this Indenture and the applicable Indenture Supplements and all amounts owing to the Series Enhancers with respect to each Defeased Series; (ii) a statement from a firm of nationally recognized independent public accountants (who may also render other services to the Issuer) to the effect that such deposit is sufficient to pay the amounts specified in clause (i) above; (iii) prior to its first exercise of its right pursuant to this Section 11.04 with respect to a Defeased Series to substitute money or Eligible Investments for Receivables, the Issuer shall have delivered to the Indenture Trustee an Opinion of Counsel to the effect contemplated by clause (b) of the Companydefinition in this Indenture of the term "TAX OPINION" (the preparation and delivery of which shall not be at the expense of the Indenture Trustee) with respect to such deposit and termination of obligations, accompanied by and an Opinion of Counsel to the effect that such deposit and termination of obligations will not result in the Trust being required to register as an "investment company" within the meaning of the Investment Company Act; (iv) the Issuer shall have delivered to the Indenture Trustee an Officer's Certificate of the Transferor stating that the Transferor reasonably believes that such deposit and Opinion termination of Counsel required by Section 1.02obligations will not, shall execute and deliver based on the facts known to such officer at the Company time of such instruments as shall be requisite to evidence the satisfaction thereof certification, then cause a Pay Out Event with respect to Securities any Series or any event that, with the giving of notice or the lapse of time, would result in the occurrence of a Pay Out Event with respect to any Series; and (v) the Rating Agency Condition shall have been satisfied and the Issuer shall have delivered copies of such series.written notice to the Servicer and the Indenture Trustee. 72 80 ARTICLE XII

Defeasance. Provided On the date that the same has following conditions shall have been duly authorized with respect to Securities of a particular series pursuant to Section 3.01(11), if, at any time after the date hereof, the Company shall deposit with the Trustee, in trust for the benefit of the Holders thereof, (i) funds sufficient to pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together with the income thereon without consideration of any reinvestment thereof, be sufficient to pay all sums due for the principal of (and premium, if any) and interest, if any, on the Securities of such series, as they shall become due from time to time, and shall pay all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, this Indenture shall cease to be of further effect with respect to Securities of such series (except as to satisfied: (i) the Company's obligationsTransferor shall have deposited (x) in the Principal Funding Account, as an amount such that the case may beamount on deposit in the Principal Funding Account following such deposit is equal to the Class A Outstanding Principal Amount, with respect the Class M Outstanding Principal Amount, the Class B Outstanding Principal Amount and Excess Collateral Outstanding Principal Amount minus any Retained Transferor Securities Amount and (y) in the Accumulation Period Reserve Account, an amount equal to or greater than the accrued and unpaid interest on the Investor Securities of such series under Sections 3.05, 3.06 and 11.02, through the day preceding the date on which the Defeasance occurs; (ii) rights the Transferor shall have delivered to the Trustee (a) an Opinion of Holders Counsel to receive payments the effect that such deposit will not result in the Trust being required to register as an “investment company” within the meaning of the principal Investment Company Act of 1940, as amended, (and premium, if anyb) and interest, if any, on the Securities an Opinion of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect Counsel to the amounts so deposited effect that following such deposit none of the Trust, the Accumulation Period Reserve Account or the Principal Funding Account will be deemed to be an association (or publicly traded partnership) taxable as a corporation, (c) a certificate of an officer of the Transferor stating that the Transferor reasonably believes that such deposit will not cause a Pay Out Event or any event that, with the Trusteegiving of notice or the lapse of time, or both, would constitute a Pay Out Event, to occur; and (iii) rights of conversion of any Securitya Ratings Event will not occur, the terms of which provide for conversion (which shall continue in full force and effect pursuant Series 2004-2 Securities will no longer be entitled to the terms security interest of the Trust in the Receivables and, except those set forth in Article Sixteen clause (i) above, other Trust assets (a “Defeasance”) and the percentages applicable to the extent provided for in such terms)allocation to the Series 2004-2 Securityholders of Principal Collections, Finance Charge Collections and (iv) the rights, obligations and immunities Defaulted Receivables will be reduced to zero. Section 7. Article V of the Trustee hereunder (for which purposes Agreement. Article V of the Securities of such series Agreement shall read in its entirety as follows and shall be deemed outstanding)), and the Trustee, on the written request of the Company, accompanied by the Officer's Certificate and Opinion of Counsel required by Section 1.02, shall execute and deliver applicable only to the Company such instruments as shall be requisite to evidence the satisfaction thereof with respect to Securities of such series.Series 2004-2 Securities:

Defeasance. Provided that Except as provided below, (i) the same has been duly authorized Company will be deemed to have paid and will be discharged from any and all obligations in respect of the Securities of any series and (ii) the provisions of this Indenture will no longer be in effect with respect to the Securities of a particular such series pursuant to Section 3.01(11), if(and the Trustee, at any time after the date hereof, expense of the Company shall deposit execute proper instruments acknowledging the same); provided that the following conditions shall have been satisfied: (A) the Company has irrevocably deposited in trust with the Trustee, in Trustee as trust funds solely for the benefit of the Holders thereofof the Securities of such series, (i) funds sufficient to pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together with for payment of the income thereon without consideration Principal of any reinvestment thereof, be sufficient to pay all sums due for the principal of (and premium, if any) and interest, if any, interest on the Securities of such series, as they shall become due from time money or U.S. Government Obligations or a combination thereof sufficient (unless such funds consist solely of money, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to timethe Trustee) without consideration of any reinvestment and after payment of all federal, state and shall pay all costs, local taxes or other charges and expenses incurred or to be incurred assessments in respect thereof payable by the Trustee in relation thereto or in carrying out Trustee, to pay and discharge the provisions Principal of this Indenture, this Indenture shall cease to be of further effect with respect to and accrued interest on the outstanding Securities of such series to maturity or earlier redemption (except as irrevocably provided for under arrangements satisfactory to (i) the Company's obligationsTrustee), as the case may be; (B) 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; (C) no Default with respect to Securities of such series under Sections 3.05, 3.06 and 11.02, (ii) rights of Holders to receive payments of the principal of (and premium, if any) and interest, if any, on the Securities of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect to the amounts so deposited with the Trustee, (iii) rights of conversion of any Security, the terms of which provide for conversion (which shall continue in full force and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such terms), and (iv) the rights, obligations and immunities of the Trustee hereunder (for which purposes the Securities of such series shall have occurred and be deemed outstanding)), and the Trustee, continuing on the written request date of such deposit; (D) the Company shall have delivered to the Trustee (1) either (x) a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Holders of the CompanySecurities of such series will not recognize income, accompanied by gain or loss for federal income tax purposes as a result of the Officer's Certificate exercise of the option under this Section 8.02 and will be subject to 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 or (y) an Opinion of Counsel required by Section 1.02, shall execute and deliver to the same effect as the ruling described in clause (x) above and (2) an Opinion of Counsel to the effect that the Holders of the Securities of such series have a valid security interest in the trust funds subject to no prior liens under the UCC; and (E) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 8.02 of the Securities of such instruments as shall be requisite to evidence the satisfaction thereof series have been complied with. The Company's obligations in Sections 2.02 through 2.12, 4.02, 7.07, 7.08 and 8.05 with respect to the Securities of such seriesseries shall survive until such Securities are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07 and 8.05 shall survive.

Defeasance. Provided that the same has been duly authorized with respect to Securities of a particular series pursuant to Section 3.01(11), if‌ The Trustee will, at any time after the date hereof, the Company shall deposit with the Trustee, in trust for the benefit of the Holders thereof, (i) funds sufficient to pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together with the income thereon without consideration of any reinvestment thereof, be sufficient to pay all sums due for the principal of (and premium, if any) and interest, if any, on the Securities of such series, as they shall become due from time to time, and shall pay all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) the Company's obligations, as the case may be, with respect to Securities of such series under Sections 3.05, 3.06 and 11.02, (ii) rights of Holders to receive payments of the principal of (and premium, if any) and interest, if any, on the Securities of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect to the amounts so deposited with the Trustee, (iii) rights of conversion of any Security, the terms of which provide for conversion (which shall continue in full force and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such terms), and (iv) the rights, obligations and immunities of the Trustee hereunder (for which purposes the Securities of such series shall be deemed outstanding)), and the Trustee, on the written request and at the expense of the CompanyCorporation, accompanied by the Officer's Certificate and Opinion of Counsel required by Section 1.02, shall forthwith execute and deliver to the Company Corporation such documents and other instruments provided to them by the Corporation as shall may be requisite to discharge the Security Interest and to reconvey to the Corporation the Secured Property free and clear of the Security Interest and to effect the cancellation of the registration of the Security Interest, and to release the Corporation from the covenants contained in this Indenture on its part (except those relating to the indemnification of the Trustee, including without limitation Section 13.7), if the Corporation pays all of the indebtedness of the Corporation due under this Indenture and the Debentures to the extent and at the times and in the manner provided in this Indenture and upon satisfying the below requirements: • the Corporation shall have irrevocably delivered to the Trustee evidence satisfactory to the satisfaction thereof Trustee that the Corporation has segregated and deposited sufficient funds in the same currency in which the Debentures are denominated for the payment of all principal, premium, if any, interest and other amounts due or to become due on the Debentures, for the payment of all remuneration and expenses of the Trustee to carry out its duties under this Indenture in respect of the Debentures, and payment of present taxes owing and any taxes arising with respect to Securities all deposited funds or other provision for payment in respect of the Debentures, • the Trustee shall have received an opinion or opinions of Counsel that Debentureholders will not be subject to any additional taxes as a result of the exercise by the Corporation of the defeasance and that such Holders will be subject to taxes, if any, including those in respect of income (including interest and taxable capital gains), on the same amount, in the same manner and at the same time or times as would have been the case if the defeasance option had not been exercised in respect of such seriesDebentures; • such release does not result in a breach or violation of, or constitute a default under, any material agreement or instrument to which the Corporation is a party or by which the Corporation is bound; • the Corporation shall have delivered to the Trustee a Certificate of the Corporation stating that the deposit referred to in this Section 6.3 was not made by the Corporation with the intent of preferring the Debentureholders over the other creditors of the Corporation or with the intent of defeating, hindering, delaying or defrauding creditors of the Corporation or others; and • the Corporation shall have delivered to the Trustee a Certificate of the Corporation and an opinion of Counsel stating that all conditions precedent provided for or relating to the exercise of such defeasance option have been complied with.

Defeasance. Provided At any time that Notes of any Series are outstanding, the Trustee will, at the request and expense of the Issuer, execute and deliver to the Issuer such instruments necessary to release the Issuer, subject to this Article 9, from the terms of this Indenture relating to such Series of Notes, except those relating to the indemnification and remuneration of the Trustee, subject to the following: (a) the Issuer shall have delivered to the Trustee evidence that the same has been duly authorized Issuer has: (i) deposited sufficient funds for payment of all principal, Premium, interest and other amounts due or to become due on such Series of Notes to the Stated Maturity thereof; (ii) deposited funds or made provision for the payment of all expenses of the Trustee to carry out its duties under this Indenture in respect of such Series; and (iii) deposited funds for the payment of taxes arising with respect to Securities all deposited funds or other provision for payment in respect of such Series, in each case irrevocably, pursuant to the terms of a particular series pursuant trust agreement in form and substance satisfactory to the Issuer and the Trustee; (b) the Trustee shall have received an Opinion of Counsel to the effect that the Noteholders of such Series will not be subject to any additional taxes as a result of the exercise by the Issuer of the defeasance option provided in this Section 3.01(119.5 and that they will be subject to taxes, if any, including those in respect of income (including taxable capital gain), ifon the same amount, in the same manner and at any the same time after or times as would have been the case if such option had not been exercised; (c) no Event of Default shall have occurred and be continuing on the date hereofof the deposit referred to in Section 9.5(a); (d) such release does not result in a breach or violation of, or constitute a default under, any material agreement or instrument to which the Company Issuer is a party or by which the Issuer is bound; (e) the Issuer shall have delivered to the Trustee an Officers’ Certificate stating that the deposit referred to in Section 9.5(a) was not made by the Issuer with the Trusteeintent of preferring the holders of such Series of Notes over the other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding creditors of the Issuer; and (f) the Issuer shall have delivered to the Trustee an Officers’ Certificate stating that all conditions precedent provided for or relating to the exercise of such defeasance option have been complied with. The Issuer will be deemed to have made due provision for the depositing of funds if it deposits or causes to be deposited with the Trustee under the terms of an irrevocable trust agreement in trust form and substance satisfactory to the Issuer and the Trustee (each acting reasonably), solely for the benefit of the Holders thereofholders of a particular Series of Notes stated therein, cash or Securities denominated in the currency in which principal is payable constituting direct obligations of the Government of Canada (ifor Notes denominated in Canadian dollars) funds sufficient or the United States Government (for Notes denominated in U.S. dollars) or an agency or instrumentality of Canada (for Notes denominated in Canadian dollars) or the United States (for Notes denominated in U.S. dollars), which will be sufficient, in the reasonable opinion of a firm of independent chartered accountants or an investment dealer acceptable to paythe Trustee, or (ii) U.S. Government Obligations (as defined below) as willacting reasonably, or will together with the income thereon without consideration of any reinvestment thereof, be sufficient to pay all sums due provide for the principal of (and premium, if any) and interest, if any, on the Securities payment in full of such series, as they shall become due from time to time, Series of Notes and shall pay all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) the Company's obligations, as the case may be, with respect to Securities of such series under Sections 3.05, 3.06 and 11.02, (ii) rights of Holders to receive payments of the principal of (and premium, if any) and interest, if any, on the Securities of such series as they shall become due other amounts from time to time due and other rights, duties owing under this Indenture which pertain to such Series. The Trustee will hold in trust all money or Securities deposited with it pursuant to this Section 9.5 and obligations of Holders as beneficiaries hereof will apply the deposited money and the money from such Securities in accordance with respect this Indenture to the payment of principal of and Premium and interest on the Notes and, as applicable, other amounts. If the Trustee is unable to apply any money or Securities in accordance with this Section 9.5 by reason of any legal proceeding or any order or judgment of any court or other Governmental Authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s obligations under this Indenture and the Notes will be revived and reinstated as though no money or Securities had been deposited pursuant to this Section 9.5 until such time as the Trustee is permitted to apply all such money or Securities in accordance with this Section 9.5, provided that if the Issuer has made any payment in respect of principal, Premium or interest on such Notes or, as applicable, other amounts so deposited with because of the reinstatement of its obligations, the Issuer will be subrogated to the rights of the holders of such Notes to receive such payment from the money or Securities held by the Trustee, (iii) rights of conversion of any Security, the terms of which provide for conversion (which shall continue in full force and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such terms), and (iv) the rights, obligations and immunities of the Trustee hereunder (for which purposes the Securities of such series shall be deemed outstanding)), and the Trustee, on the written request of the Company, accompanied by the Officer's Certificate and Opinion of Counsel required by Section 1.02, shall execute and deliver to the Company such instruments as shall be requisite to evidence the satisfaction thereof with respect to Securities of such series.

Defeasance. Provided On the date that the same has following conditions shall have been duly authorized with respect to Securities of a particular series pursuant to Section 3.01(11), if, at any time after the date hereof, the Company shall deposit with the Trustee, in trust for the benefit of the Holders thereof, (i) funds sufficient to pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together with the income thereon without consideration of any reinvestment thereof, be sufficient to pay all sums due for the principal of (and premium, if any) and interest, if any, on the Securities of such series, as they shall become due from time to time, and shall pay all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, this Indenture shall cease to be of further effect with respect to Securities of such series (except as to satisfied: (i) the Company's obligationsTransferor shall have deposited (x) in the Principal Funding Account, as an amount such that the case may beamount on deposit in the Principal Funding Account following such deposit is equal to the Class A Outstanding Principal Amount, with respect (y) in the Principal Account, an amount equal to the sum of the Class B Outstanding Principal Balance and Excess Collateral Outstanding Principal Balance and (z) in the Accumulation Period Reserve Account, an amount equal to or greater than the accrued and unpaid interest on the Investor Securities of such series under Sections 3.05, 3.06 and 11.02, through the day preceding the date on which the Defeasance occurs; (ii) rights the Transferor shall have delivered to the Trustee (a) an Opinion of Holders Counsel to receive payments the effect that such deposit will not result in the Trust being required to register as an "investment company" within the meaning of the principal Investment Company Act of 1940, as amended, (and premium, if anyb) and interest, if any, on the Securities an Opinion of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect Counsel to the amounts so deposited effect that following such deposit none of the Trust, the Accumulation Period Reserve Account or the Principal Funding Account will be deemed to be an association (or publicly traded partnership) taxable as a corporation, (c) a certificate of an officer of the Transferor stating that the Transferor reasonably believes that such deposit will not cause a Pay Out Event or any event that, with the Trusteegiving of notice or the lapse of time, or both, would constitute a Pay Out Event, to occur; and (iii) rights of conversion of any Securitya Ratings Event will not occur, the terms of which provide for conversion (which shall continue in full force and effect pursuant Series 2000-3 Securities will no longer be entitled to the terms security interest of the Trust in the Receivables and, except those set forth in Article Sixteen clause (i) above, other Trust assets and the percentages applicable to the extent provided for in such terms), and (iv) the rights, obligations and immunities of the Trustee hereunder (for which purposes the Securities of such series shall be deemed outstanding)), and the Trustee, on the written request of the Company, accompanied by the Officer's Certificate and Opinion of Counsel required by Section 1.02, shall execute and deliver allocation to the Company such instruments as shall Series 2000-3 Securityholders of Principal Collections, Finance Charge Collections and Defaulted Receivables will be requisite reduced to evidence the satisfaction thereof with respect to Securities of such serieszero.

Defeasance. Provided that Except as provided below, the same has been duly authorized Company will be deemed to have paid, and the Company and the Guarantor will be discharged from any and all obligations in respect of, the Securities of any series and the Guarantee thereof, and the provisions of this Indenture will no longer be in effect with respect to the Securities of a particular such series pursuant to Section 3.01(11), if, at any time after and the date hereof, the Company shall deposit with Guarantee thereof (and the Trustee, at the expense of the Company and the Guarantor, shall execute proper instruments acknowledging the same), provided that the following conditions shall have been satisfied: (a) the Company or the Guarantor has irrevocably deposited in trust with the Trustee as trust funds solely for the benefit of the Holders thereof, (i) funds sufficient to pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together with the income thereon without consideration of any reinvestment thereof, be sufficient to pay all sums due for the principal of (and premium, if any) and interest, if any, on the Securities of such series, as they shall become due from time for payment of the Principal of, interest on and any Additional Amounts payable in respect of the Securities of such series, money or U.S. Government Obligations or a combination thereof sufficient (unless such funds consist solely of money, in the opinion of a nationally recognized financial institution or firm of independent public accountants expressed in writing and delivered to timethe Trustee) without consideration of any reinvestment and after payment of all federal, state and shall pay all costs, local taxes or other charges and expenses incurred or to be incurred assessments in respect thereof payable by the Trustee Trustee, to pay and discharge the Principal of, interest on and any Additional Amounts payable in relation thereto or in carrying out respect of the provisions of this Indenture, this Indenture shall cease to be of further effect with respect to outstanding Securities of such series to maturity or earlier redemption (except irrevocably provided for under arrangements satisfactory to the Trustee), as the case may be; provided, that upon any redemption that requires the payment of any applicable premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the applicable premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption; (ib) such deposit will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than this Indenture) to which the Company's obligationsCompany or the Guarantor, as the case may be, is a party or by which it is bound (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness, and in each case the granting of Liens in connection therewith); (c) no Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness, and in each case the granting of Liens in connection therewith) with respect to Securities of such series under Sections 3.05, 3.06 and 11.02, (ii) rights of Holders to receive payments of the principal of (and premium, if any) and interest, if any, on the Securities of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect to the amounts so deposited with the Trustee, (iii) rights of conversion of any Security, the terms of which provide for conversion (which shall continue in full force and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such terms), and (iv) the rights, obligations and immunities of the Trustee hereunder (for which purposes the Securities of such series shall have occurred and be deemed outstanding)), and the Trustee, continuing on the written request date of such deposit; (d) the Company, accompanied by Company shall have delivered to the Officer's Certificate and Trustee an Opinion of Counsel required confirming that the Holders of the Securities of such series will not recognize income, gain or loss for U.S. federal income tax purposes with regard to their ownership of the Securities of such series solely as a result of such discharge under this Section 9.2 and shall be subject to U.S. federal income tax on the same amounts, in the same manner and at the same time as would have been in the case if such discharge had not occurred, which Opinion of Counsel shall be based on a change in current U.S. federal income tax law or a ruling received from or published by Section 1.02, shall execute and deliver the U.S. Internal Revenue Service; and (e) the Company has delivered to the Trustee an 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 this Section 9.2 of the Securities of such series have been complied with. The obligations of the Company such instruments and the Guarantor in Sections 2.2 through 2.12, 4.2, 8.7, 8.8, 9.4 and 9.5, as shall be requisite to evidence the satisfaction thereof applicable, with respect to the Securities of such seriesseries and the Guarantee thereof shall survive until such Securities are no longer outstanding. Thereafter, only the obligations of the Company and the Guarantor in Sections 8.7 and 9.5, as applicable, shall survive. The defeasance of obligations in respect of Securities of any series by the Company and the Guarantor under this Section 9.2 shall be effective notwithstanding any prior covenant defeasance in respect of Securities of such series by the Company or the Guarantor under Section 9.3.

Defeasance. Provided On the date that the same has following conditions shall have been duly authorized with respect to Securities of a particular series pursuant to Section 3.01(11), if, at any time after the date hereof, the Company shall deposit with the Trustee, in trust for the benefit of the Holders thereof, (i) funds sufficient to pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together with the income thereon without consideration of any reinvestment thereof, be sufficient to pay all sums due for the principal of (and premium, if any) and interest, if any, on the Securities of such series, as they shall become due from time to time, and shall pay all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, this Indenture shall cease to be of further effect with respect to Securities of such series (except as to satisfied: (i) the Company's obligationsTransferor shall have deposited (x) in the Principal Funding Account, an amount such that the amount on deposit in the Principal Funding Account following such deposit is equal to the sum of the Class A Outstanding Principal Amount, the Class B Outstanding Principal Amount and the Class C Outstanding Principal Amount, and (y) in the Accumulation Period Reserve Account, an amount equal to or greater than the Covered Amount, as estimated by the case may beTransferor, with respect to Securities for the period from the date of such series under Sections 3.05, 3.06 and 11.02, deposit to the Principal Funding Account through the Expected Final Payment Date; (ii) rights the Transferor shall have delivered to the Trustee (a) an opinion of Holders counsel to receive payments the effect that such deposit will not result in the Trust being required to register as an "investment company" within the meaning of the principal Investment Company Act of 1940, as amended, (and premium, if anyb) and interest, if any, on the Securities an opinion of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect counsel to the amounts so deposited effect that following such deposit none of the Trust, the Accumulation Period Reserve Account or the Principal Funding Account will be deemed to be an association (or publicly traded partnership) taxable as a corporation, (c) a certificate of an officer of the Transferor stating that the Transferor reasonably believes that such deposit will not cause a Pay Out Event or any event that, with the Trusteegiving of notice or the lapse of time, (iii) rights of conversion of any Securitywould constitute a Pay Out Event, the terms of which provide for conversion (which shall continue in full force and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such terms), occur; and (iv) a Ratings Event will not occur, the rights, obligations and immunities Series 1997-1 Certificates will no longer be entitled to security interest of the Trustee hereunder Trust in the Receivables and, except those set forth in clause (for which purposes i) above, other Trust assets and the Securities percentages applicable to the allocation to the Series 1997-1 Certificateholders of such series Principal Collections, Finance Charge Collections and Defaulted Receivables will be reduced to zero. Upon the satisfaction of the foregoing conditions, the Class D Invested Amount will be reduced to zero. SECTION 7. Article V of the Agreement. Article V of the Agreement shall read in its entirety as follows and shall be deemed outstanding)), and the Trustee, on the written request of the Company, accompanied by the Officer's Certificate and Opinion of Counsel required by Section 1.02, shall execute and deliver applicable only to the Company such instruments as shall be requisite to evidence the satisfaction thereof with respect to Securities of such series.Series 19971 Certificates:

Defeasance. Provided that Notwithstanding anything to the same has been duly authorized contrary in this Indenture or any Indenture Supplement: (a) The Issuer may at its option be discharged from its obligations hereunder with respect to Securities of any Series or all outstanding Series (each, a particular series pursuant to Section 3.01(11), if, at any time after "DEFEASED SERIES") on the date hereofthe applicable conditions set forth in subsection 11.04(c) are satisfied (a "DEFEASANCE"); provided, however, that the Company following rights, obligations, powers, duties and immunities shall deposit with the Trustee, in trust for the benefit of the Holders thereof, (i) funds sufficient to pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together with the income thereon without consideration of any reinvestment thereof, be sufficient to pay all sums due for the principal of (and premium, if any) and interest, if any, on the Securities of such series, as they shall become due from time to time, and shall pay all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, this Indenture shall cease to be of further effect survive with respect to Securities of such series (except as to each Defeased Series until otherwise terminated or discharged hereunder: (i) the Companyrights of the Holders of Notes of the Defeased Series to receive, solely from the trust funds provided for in subsection 11.04(c), payments in respect of interest on and principal of such Notes when such payments are due; (ii) the Issuer's obligations, as the case may be, obligations with respect to Securities of such series Notes under Sections 3.05, 3.06 2.05 and 11.02, (ii) rights of Holders to receive payments of the principal of (and premium, if any) and interest, if any, on the Securities of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect to the amounts so deposited with the Trustee, 2.06; (iii) rights the rights, powers, trusts, duties, and immunities of conversion of any Securitythe Indenture Trustee, the terms of which provide for conversion (which shall continue in full force Paying Agent and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such terms), Registrar hereunder; and (iv) this Section and Section 12.16. (b) Subject to subsection 11.04(c), the rights, obligations Issuer at its option may cause Collections allocated to each Defeased Series and immunities available to purchase additional Receivables to be applied to purchase Eligible Investments rather than additional Receivables. (c) The following shall be the conditions precedent to any Defeasance under subsection 11.04(a): (i) the Issuer irrevocably shall have deposited or caused to be deposited with the Indenture Trustee (such deposit to be made from other than the Transferor's or any Affiliate of the Trustee hereunder Issuer's funds), under the terms of an irrevocable trust agreement in form and substance satisfactory to the Indenture Trustee, as trust funds in trust for making the payments described below, (for A) Dollars in an amount equal to, or (B) Eligible Investments which purposes through the Securities scheduled payment of principal and interest in respect thereof will provide, not later than the due date of payment thereon, money in an amount equal to, or (C) a combination thereof, in each case sufficient to pay and discharge (without relying on income or gain from reinvestment of such series shall be deemed outstanding)amount), and which shall be applied by the TrusteeIndenture Trustee to pay and discharge, all remaining scheduled interest and principal payments on all outstanding Notes of each Defeased Series on the written request of dates scheduled for such payments in this Indenture and the Company, accompanied by the Officer's Certificate and Opinion of Counsel required by Section 1.02, shall execute and deliver to the Company such instruments as shall be requisite to evidence the satisfaction thereof with respect to Securities of such series.applicable Indenture

Defeasance. Provided On the date that the same has following conditions shall have been duly authorized with respect to Securities of a particular series pursuant to Section 3.01(11), if, at any time after the date hereof, the Company shall deposit with the Trustee, in trust for the benefit of the Holders thereof, (i) funds sufficient to pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together with the income thereon without consideration of any reinvestment thereof, be sufficient to pay all sums due for the principal of (and premium, if any) and interest, if any, on the Securities of such series, as they shall become due from time to time, and shall pay all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, this Indenture shall cease to be of further effect with respect to Securities of such series (except as to satisfied: (i) the Company's obligationsTransferor shall have deposited (x) in the Principal Funding Account, an amount such that the amount on deposit in the Principal Funding Account following such deposit is equal to the sum of the Class A Outstanding Principal Amount and the Class B Outstanding Principal Amount, and (y) in the Accumulation Period Reserve Account, an amount equal to or greater than the Covered Amount, as estimated by the case may beTransferor, with respect to Securities for the period from the date of such series under Sections 3.05, 3.06 and 11.02, deposit to the Principal Funding Account through the Expected Final Payment Date; (ii) rights the Transferor shall have delivered to the Trustee (a) an Opinion of Holders Counsel to receive payments the effect that such deposit will not result in the Trust being required to register as an "investment company" within the meaning of the principal Investment Company Act of 1940, as amended, (and premium, if anyb) and interest, if any, on the Securities an Opinion of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect Counsel to the amounts so deposited effect that following such deposit none of the Trust, the Accumulation Period Reserve Account or the Principal Funding Account will be deemed to be an association (or publicly traded partnership) taxable as a corporation, (c) a certificate of an officer of the Transferor stating that the Transferor reasonably believes that such deposit will not cause a Pay Out Event or any event that, with the Trusteegiving of notice or the lapse of time, (iii) rights of conversion of any Securityor both, the terms of which provide for conversion (which shall continue in full force and effect pursuant would constitute a Pay Out Event, to the terms set forth in Article Sixteen to the extent provided for in such terms), occur; and (iv) a Ratings Event will not occur, the rights, obligations and immunities Series 1998-3 Securities will no longer be entitled to the security interest of the Trustee hereunder Trust in the Receivables and, except those set forth in clause (for which purposes the Securities of such series shall be deemed outstanding))i) above, other Trust assets and the Trusteepercentages applicable to the allocation to the Series 1998-3 Securityholders of Principal Collections, on Finance Charge Collections and Defaulted Receivables will be reduced to zero. Upon the written request satisfaction of the Companyforegoing conditions, accompanied by the Officer's Certificate and Opinion of Counsel required by Section 1.02, shall execute and deliver Class B Invested Amount will be reduced to the Company such instruments as shall be requisite to evidence the satisfaction thereof with respect to Securities of such serieszero. SECTION 7. Article V

Defeasance. Provided If and when all Outstanding Certificates shall be paid and discharged in any one or more of the following ways then, at the election of the Board, and notwithstanding that any Certificates shall not have been surrendered for payment, all obligations of the same has been duly authorized Trustee and the Board under this Indenture with respect to Securities all Outstanding Certificates shall cease and terminate, except only the obligation of a particular series pursuant the Trustee to Section 3.01(11)pay or cause to be paid to the Owners of the Certificates not so surrendered and paid all sums due thereon, ifwithout further payment of interest or earnings thereon: (a) By well and truly paying or causing to be paid the principal of and interest with respect to all Certificates Outstanding, at any time after as and when the date hereof, the Company shall deposit same become due and payable; (b) By depositing with the Trustee, in trust for the benefit of the Holders thereoftrust, (i) funds sufficient to payat or before maturity, or (ii) U.S. Government Obligations (as defined below) as willmoney which, or will together with the income thereon without consideration of any reinvestment thereofamounts then on deposit in the Installment Payment Fund, be is fully sufficient to pay all sums due for the Certificates Outstanding, including all principal of (thereof and interest and premium, if anyany thereon; or (c) and interest, if any, on the Securities of such series, as they shall become due from time to time, and shall pay all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) the Company's obligations, as the case may be, with respect to Securities of such series under Sections 3.05, 3.06 and 11.02, (ii) rights of Holders to receive payments of the principal of (and premium, if any) and interest, if any, on the Securities of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect to the amounts so deposited By irrevocably depositing with the Trustee, in trust, direct, non-callable obligations of the United States of America consisting of United States Treasury bills, certificates, notes and bonds (iii) rights of conversion of any Security, the terms of which provide for conversion (which shall continue in full force including State and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such termsLocal Government Series), and non-callable zero coupon United States Treasury bonds in such amount as will be, together with the interest to accrue thereon, the beginning cash deposit and amounts then on deposit in the Installment Payment Fund, together with the interest to accrue thereon, fully sufficient, without reinvestment, to pay and discharge all Certificates (ivincluding all principal and interest) at or before their respective maturity dates, as provided in Section 9.1 of the rightsPurchase Contract. Any funds held by the Trustee, obligations at the time of one of the events described in paragraphs (a) through (c) of this Section, which are not required for the payment to be made to Owners, shall be paid over to the Board. Any Certificate or portion thereof in authorized denominations may be paid and immunities discharged as provided in this Section; provided, however, that if any such Certificate or portion thereof is to be redeemed, notice of such redemption shall have been given in accordance with the provisions hereof or the Board shall have submitted to the Trustee instructions expressed to be irrevocable as to the date upon which such Certificate or portion thereof is to be redeemed and as to the giving of notice of such redemption; and provided further, that if any such Certificate or portion thereof will not mature or be redeemed within 60 days of the deposit referred to in paragraphs (b) through (c) of this Section, the Trustee shall give notice of such deposit by first class mail to the Owners. If the Board makes the advance deposit required by Section 9.1 of the Purchase Contract, or prepays the Installment Payments in full pursuant to Section 9.2 of the Purchase Contract, or pays all Installment Payments during the term of the Purchase Contract as the same become due and payable, any right, title and interest of the Trustee hereunder (for which purposes in and to each element of the Securities of such series Improvements shall be deemed outstanding)), transferred to and vested in the Trustee, on the written request of the Company, accompanied Board. The Trustee agrees to take any and all steps and execute and record any and all documents reasonably required by the Officer's Certificate and Opinion of Counsel required by Section 1.02, shall execute and deliver to the Company such instruments as shall be requisite Board to evidence the satisfaction thereof with respect to Securities termination of such seriesany right, title and interest of the Trustee in the Improvements.

Defeasance. Provided that Except as provided below, the same has been duly authorized Company will be deemed to have paid and will be discharged from any and all obligations in respect of the Securities of any series and the provisions of this Indenture will no longer be in effect with respect to the Securities of a particular such series pursuant to Section 3.01(11), if, at any time after the date hereof, the Company shall deposit with (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same); provided that the following conditions shall have been satisfied: (A) the Company has irrevocably deposited in trust with the Trustee as trust funds solely for the benefit of the Holders thereofof the Securities of such series, (i) funds sufficient to pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together with for payment of the income thereon without consideration Principal of any reinvestment thereof, be sufficient to pay all sums due for the principal of (and premium, if any) and interest, if any, interest on the Securities of such series, as they shall become due from time money or U.S. Government Obligations or a combination thereof sufficient (unless such funds consist solely of money, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to timethe Trustee) without consideration of any reinvestment and after payment of all federal, state and shall pay all costs, local taxes or other charges and expenses incurred or to be incurred assessments in respect thereof payable by the Trustee in relation thereto or in carrying out Trustee, to pay and discharge the provisions Principal of this Indenture, this Indenture shall cease to be of further effect with respect to and accrued interest on the outstanding Securities of such series to maturity or earlier redemption (except as irrevocably provided for under arrangements satisfactory to (i) the Company's obligationsTrustee), as the case may be; 38 (B) 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; (C) no Default with respect to Securities of such series under Sections 3.05, 3.06 and 11.02, (ii) rights of Holders to receive payments of the principal of (and premium, if any) and interest, if any, on the Securities of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect to the amounts so deposited with the Trustee, (iii) rights of conversion of any Security, the terms of which provide for conversion (which shall continue in full force and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such terms), and (iv) the rights, obligations and immunities of the Trustee hereunder (for which purposes the Securities of such series shall have occurred and be deemed outstanding)), and the Trustee, continuing on the written request date of such deposit; (D) the Company shall have delivered to the Trustee (1) either (x) a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company, accompanied by 's exercise of its option under this Section 8.02 and will be subject to federal income tax on the Officer's Certificate 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 or (y) an Opinion of Counsel required by Section 1.02, shall execute and deliver to the same effect as the ruling described in clause (x) above and (2) an Opinion of Counsel to the effect that the Holders of the Securities of such series have a valid security interest in the trust funds subject to no prior liens under the UCC; and (E) 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 8.02 of the Securities of such instruments as shall be requisite to evidence the satisfaction thereof series have been complied with. The Company's obligations in Sections 2.02 through 2.12 , 4.02, 7.07, 7.08 and 8.05 with respect to the Securities of such seriesseries shall survive until such Securities are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07 and 8.05 shall survive.

Defeasance. Provided On the date that the same has following conditions shall have been duly authorized with respect to Securities of a particular series pursuant to Section 3.01(11), if, at any time after the date hereof, the Company shall deposit with the Trustee, in trust for the benefit of the Holders thereof, (i) funds sufficient to pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together with the income thereon without consideration of any reinvestment thereof, be sufficient to pay all sums due for the principal of (and premium, if any) and interest, if any, on the Securities of such series, as they shall become due from time to time, and shall pay all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, this Indenture shall cease to be of further effect with respect to Securities of such series (except as to satisfied: (i) the Company's obligationsTransferor shall have deposited (x) in the Principal Funding Account, as an amount such that the case may beamount on deposit in the Principal Funding Account following such deposit is equal to the Class A Outstanding Principal Amount, with respect (y) in the Principal Account, an amount equal to the sum of the Class B Outstanding Principal Balance and Excess Collateral Outstanding Principal Balance and (z) in the Accumulation Period Reserve Account, an amount equal to or greater than the accrued and unpaid interest on the Investor Securities of such series under Sections 3.05, 3.06 and 11.02, through the day preceding the date on which the Defeasance occurs; (ii) rights the Transferor shall have delivered to the Trustee (a) an Opinion of Holders Counsel to receive payments the effect that such deposit will not result in the Trust being required to register as an "investment company" within the meaning of the principal Investment Company Act of 1940, as amended, (and premium, if anyb) and interest, if any, on the Securities an Opinion of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect Counsel to the amounts so deposited effect that following such deposit none of the Trust, the Accumulation Period Reserve Account or the Principal Funding Account will be deemed to be an association (or publicly traded partnership) taxable as a corporation, (c) a certificate of an officer of the Transferor stating that the Transferor reasonably believes that such deposit will not cause a Pay Out Event or any event that, with the Trusteegiving of notice or the lapse of time, or both, would constitute a Pay Out Event, to occur; and (iii) rights of conversion of any Securitya Ratings Event will not occur, the terms of which provide for conversion (which shall continue in full force and effect pursuant Series 2001-3 Securities will no longer be entitled to the terms security interest of the Trust in the Receivables and, except those set forth in Article Sixteen clause (i) above, other Trust assets (a "Defeasance") and the percentages applicable to the extent provided for in such terms)allocation to the Series 2001-3 Securityholders of Principal Collections, Finance Charge Collections and (iv) the rights, obligations and immunities Defaulted Receivables will be reduced to zero. SECTION 7. Article V of the Trustee hereunder (for which purposes Agreement. Article V of the Securities of such series Agreement shall read in its entirety as follows and shall be deemed outstanding)), and the Trustee, on the written request of the Company, accompanied by the Officer's Certificate and Opinion of Counsel required by Section 1.02, shall execute and deliver applicable only to the Company such instruments as shall be requisite to evidence the satisfaction thereof with respect to Securities of such series.Series 2001-3 Securities:

Defeasance. Provided that Except as provided below, the same has been duly authorized Company will be deemed to have paid and will be discharged from any and all obligations in respect of the Securities of any series and the provisions of this Indenture will no longer be in effect with respect to the Securities of a particular such series pursuant to Section 3.01(11), if, at any time after the date hereof, the Company shall deposit with (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same); provided that the following conditions shall have been satisfied: (A) the Company has irrevocably deposited in trust with the Trustee as trust funds solely for the benefit of the Holders thereofof the Securities of such series, (i) funds sufficient to pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together with for payment of the income thereon without consideration Principal of any reinvestment thereof, be sufficient to pay all sums due for the principal of (and premium, if any) and interest, if any, interest on the Securities of such series, as they shall become due from time money or U.S. Government Obligations or a combination thereof sufficient (unless such funds consist solely of money, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to timethe Trustee) without consideration of any reinvestment and after payment of all federal, state and shall pay all costs, local taxes or other charges and expenses incurred or to be incurred assessments in respect thereof payable by the Trustee in relation thereto or in carrying out Trustee, to pay and discharge the provisions Principal of this Indenture, this Indenture shall cease to be of further effect with respect to and accrued interest on the outstanding Securities of such series to maturity or earlier redemption (except as irrevocably provided for under arrangements satisfactory to (i) the Company's obligationsTrustee), as the case may be; (B) 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; (C) no Default with respect to Securities of such series under Sections 3.05, 3.06 and 11.02, (ii) rights of Holders to receive payments of the principal of (and premium, if any) and interest, if any, on the Securities of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect to the amounts so deposited with the Trustee, (iii) rights of conversion of any Security, the terms of which provide for conversion (which shall continue in full force and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such terms), and (iv) the rights, obligations and immunities of the Trustee hereunder (for which purposes the Securities of such series shall have occurred and be deemed outstanding)), and the Trustee, continuing on the written request date of such deposit; (D) the Company shall have delivered to the Trustee (1) either (x) a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company, accompanied by ’s exercise of its option under this Section 8.2 and will be subject to federal income tax on the Officer's Certificate 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 or (y) an Opinion of Counsel required by Section 1.02, shall execute and deliver to the same effect as the ruling described in clause (x) above and (2) an Opinion of Counsel to the effect that the Holders of the Securities of such series have a valid security interest in the trust funds subject to no prior liens under the UCC; and (E) 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 8.2 of the Securities of such instruments as shall be requisite to evidence the satisfaction thereof series have been complied with. The Company’s obligations in Sections 2.2 through 2.12, 4.2, 7.7, 7.8 and 8.5 with respect to the Securities of such seriesseries shall survive until such Securities are no longer outstanding. Thereafter, only the Company’s obligations in Sections 7.7 and 8.5 shall survive.

Defeasance. Provided that Each of the same has been duly authorized Company and the Guarantor will be deemed to have paid and will be discharged from any and all obligations in respect of the Securities of any series, the provisions of this Indenture will, except as provided below, no longer be in effect with respect to the Securities of a particular such series, the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same and the Securities of any such series will no longer be outstanding pursuant to Section 3.01(11)2.08, if, at any time after on the date hereof, day the following conditions shall have been satisfied: (a) the Company shall deposit or the Guarantor has irrevocably deposited in trust with the Trustee, in Trustee as trust funds solely for the benefit of the Holders thereofof the Securities of such series, (i) funds sufficient to pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together with the income thereon without consideration for payment of any reinvestment thereof, be sufficient to pay all sums due for the principal of (and premium, if any) and interest, if any, any interest on the Securities of such series, as they shall become due from time money or U.S. Government Obligations (or Foreign Governmental Obligations, in the case of Securities denominated in a currency other than U.S. dollars) or a combination thereof in an amount sufficient (unless such funds consist solely of money, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to timethe Trustee) without consideration of any reinvestment and after payment of all federal, state, local and other taxes or other charges and assessments in respect thereof payable by the Trustee, to pay and discharge the principal of, any accrued interest on, and shall pay all costs, charges and expenses incurred or to be incurred by any mandatory sinking fund payments in respect of the Trustee in relation thereto or in carrying out the provisions of this Indenture, this Indenture shall cease to be of further effect with respect to outstanding Securities of such series to maturity or earlier redemption (except as irrevocably provided for under arrangements satisfactory to (i) the Company's obligationsTrustee), as the case may be; (b) 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 Company or the Guarantor is a party or by which it is bound; (c) no Default with respect to Securities of such series under Sections 3.05, 3.06 and 11.02, (ii) rights of Holders to receive payments of the principal of (and premium, if any) and interest, if any, on the Securities of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect to the amounts so deposited with the Trustee, (iii) rights of conversion of any Security, the terms of which provide for conversion (which shall continue in full force and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such terms), and (iv) the rights, obligations and immunities of the Trustee hereunder (for which purposes the Securities of such series shall have occurred and be deemed outstanding)), and the Trustee, continuing on the written request date of such deposit; (d) the Company or the Guarantor shall have delivered to the Trustee (i) either (A) a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and will be subject to 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 had not been made or (B) an Opinion of Counsel to the same effect as the ruling described in clause (A) above and (ii) an Opinion of Counsel to the effect that the Holders of the Securities of such series have a valid security interest in the trust funds subject to no prior liens under the Uniform Commercial Code or successor law, as then in effect in each applicable jurisdiction (the “UCC”); (e) such deposit would not cause any Securities of such series then listed on the New York Stock Exchange or other national securities exchange to be delisted as a result thereof; and (f) the Company or the Guarantor shall have delivered to the Trustee an 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 this Section 8.02 of the Securities of such series have been complied with. Each of the Company’s and the Guarantor’s obligations, accompanied by the Officer's Certificate as applicable, in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.10, 2.11, 2.13, 4.02, 4.03, 7.07, 7.08, and Opinion of Counsel required by Section 1.02, shall execute and deliver to the Company such instruments as shall be requisite to evidence the satisfaction thereof 8.04 with respect to the Securities of such seriesseries shall survive until such Securities are no longer outstanding. Thereafter, only the Company’s and the Guarantor’s obligations, as applicable, in Sections 4.03 and 7.07 shall survive.

Defeasance. Provided that Notwithstanding anything to the same has been duly authorized contrary in this Agreement or any Supplement: (a) The Transferor may at its option be discharged from its obligations hereunder with respect to Securities of a particular series pursuant to Section 3.01(11), if, at any time after Series or all outstanding Series (the "Defeased Series") on the date hereofthe applicable conditions set forth in subsection 12.4(c) are satisfied ("Defeasance"); provided, however, that the Company following rights, obligations, powers, duties and immunities shall deposit with the Trustee, in trust for the benefit of the Holders thereof, (i) funds sufficient to pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together with the income thereon without consideration of any reinvestment thereof, be sufficient to pay all sums due for the principal of (and premium, if any) and interest, if any, on the Securities of such series, as they shall become due from time to time, and shall pay all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, this Indenture shall cease to be of further effect survive with respect to Securities of such series (except as to the Defeased Series until otherwise terminated or discharged hereunder: (i) the Companyrights of Holders of Investor Certificates of the Defeased Series to receive, solely from the trust fund provided for in subsection 12.4(c), payments in respect of principal of and interest on such Investor Certificates when such payments are due; (ii) the Transferor's obligations, as the case may be, obligations with respect to Securities of such series Certificates under Sections 3.056.4 and 6.5; (iii) the rights, 3.06 and 11.02powers, (ii) rights of Holders to receive payments of the principal of (and premium, if any) and interest, if any, on the Securities of such series as they shall become due from time to time and other rightstrusts, duties and obligations immunities of Holders as beneficiaries hereof with respect the Trustee, the Paying Agent and the Transfer Agent and Registrar hereunder; and (iv) this Section 12.4 (b) Subject to subsection 12.4(c), the Transferor at its option may cause Collections allocated to the amounts so Defeased Series and available to purchase additional Receivables to be applied to purchase Eligible Investments rather than additional Receivables. (c) The following shall be the conditions to Defeasance under subsection 12.4(a): (i) the Transferor irrevocably shall have deposited or caused to be deposited with the Trustee, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust for making the payments described below, (A) dollars in an amount, or (B) Eligible Investments which through the scheduled payment of principal and interest in respect thereof will provide, not later than the due date of payment thereon, money in an amount, or (C) a combination thereof, in each case sufficient to pay and discharge, and, which shall be applied by the Trustee to pay and discharge, all remaining scheduled interest and principal payments on all outstanding Investor Certificates of the Defeased Series on the dates scheduled for such payments in this Agreement and the applicable Supplements and all amounts owing to the Enhancement Providers, if any, with respect to the Defeased Series; (ii) prior to any exercise of its right pursuant to this Section 12.4 with respect to a Defeased Series to substitute money or Eligible Investments for Receivables, the Transferor shall have delivered to the Trustee a Tax Opinion with respect to such deposit and termination of obligations and an Opinion of Counsel to the effect that such deposit and termination of obligations will not result in the Trust being required to register as an "investment company" within the meaning of the Investment Company Act; (iii) rights of conversion of any Securitythe Transferor shall have delivered to the Trustee and each Enhancement Provider, the terms of which provide for conversion (which shall continue in full force and effect if any, entitled thereto pursuant to the terms set forth in Article Sixteen relevant Supplement an Officer's Certificate of the Transferor stating that the Transferor reasonably believes that such deposit and termination of obligations will not, based on the facts known to such officer at the extent provided for in time of such terms)certification, then cause an Early Amortization Event or any event that, with the giving of notice or the lapse of time, would constitute an Early Amortization Event to occur with respect to any Series; and (iv) the rights, obligations and immunities of the Trustee hereunder (for which purposes the Securities of such series shall be deemed outstanding)), and the Trustee, on the written request of the Company, accompanied by the Officer's Certificate and Opinion of Counsel required by Section 1.02, shall execute and deliver to the Company such instruments as shall be requisite to evidence the satisfaction thereof with respect to Securities of such seriesRating Agency Condition has been satisfied.

Defeasance. Provided that the same has been duly authorized with respect to Securities of a particular series pursuant to Section 3.01(11), ifIf, at any time after the date hereof, the Company shall shall: (a) deposit with the Trustee, in trust for the sole benefit of the Holders thereofholders of the Debt Securities of a series pursuant to the terms of an irrevocable trust agreement in form and substance satisfactory to Counsel to the Trustee, (i) funds sufficient to payin Canadian dollars as will, or and/or (ii) U.S. direct unconditional obligations of the Government Obligations (as defined below) of Canada denominated in Canadian dollars as will, or will together with the income thereon without consideration of any reinvestment thereof, be sufficient sufficient, in the opinion of an independent chartered accountant (which may include the Company's Auditors or the Guarantor's Auditors) acceptable to the Trustee, to pay all sums due for the principal of (and of, premium, if any) , and interest, if any, on the Debt Securities of such seriesseries and for the payment of any taxes arising with respect to such deposited funds, obligations and/or other securities, as they the same shall become due from time to time, ; and shall (b) pay all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, this Indenture shall cease to be of further effect with respect to such Debt Securities of such series (except as to (iA) the Company's obligationsrights of registration of transfer, as the case may be, with respect to Securities substitution and exchange of such series under Sections 3.05, 3.06 and 11.02Debt Securities, (iiB) rights of Holders to receive payments of the principal of (and of, premium, if any) , and interest, if any, on the such Debt Securities of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect to the amounts so deposited with the Trustee, (iii) rights of conversion of any Security, the terms of which provide for conversion (which shall continue in full force and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such terms), and (ivC) the rights, obligations and immunities of the Trustee hereunder (for which purposes the Debt Securities of such the series in question shall be deemed outstanding)), and the Trustee, on the written request of the Company, accompanied by the Officer's Certificate and Opinion of Counsel required by Section 1.02a Company Certificate, shall execute and deliver to the Company such instruments as shall be requisite to evidence the satisfaction thereof of this Indenture with respect to Securities of such seriesDebt Securities.

Defeasance. Provided that Except as provided below, the same has been duly authorized Company will be deemed to have paid and will be discharged from any and all obligations in respect of the Securities of any series and the provisions of this Indenture will no longer be in effect with respect to the Securities of a particular such series pursuant to Section 3.01(11), if, at any time after the date hereof, the Company shall deposit with (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same); provided that the following conditions shall have been satisfied: (a) the Company has irrevocably deposited in trust with the Trustee as trust funds solely for the benefit of the Holders thereofof the Securities of such series, (i) funds sufficient to pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together with for payment of the income thereon without consideration Principal of any reinvestment thereof, be sufficient to pay all sums due for the principal of (and premium, if any) and interest, if any, interest on the Securities of such series, as they shall become due from time money sufficient or U.S. Government Obligations, which through the payment of principal and interest thereon will be sufficient, or a combination thereof sufficient (unless such funds consist solely of money, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to timethe Trustee) without consideration of any reinvestment and after payment of all federal, state and shall pay all costs, local taxes or other charges and expenses incurred or to be incurred assessments in respect thereof payable by the Trustee in relation thereto or in carrying out Trustee, to pay and discharge the provisions Principal of this Indenture, this Indenture shall cease to be of further effect with respect to and accrued interest on the outstanding Securities of such series to maturity or earlier redemption (except as irrevocably provided for under arrangements satisfactory to (i) the Company's obligationsTrustee), as the case may be; (b) 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 or be in contravention of any term or provision of any agreement creating or evidencing Senior Indebtedness; (c) no Default with respect to Securities of such series under Sections 3.05, 3.06 and 11.02, (ii) rights of Holders to receive payments of the principal of (and premium, if any) and interest, if any, on the Securities of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect to the amounts so deposited with the Trustee, (iii) rights of conversion of any Security, the terms of which provide for conversion (which shall continue in full force and effect pursuant to the terms set forth in Article Sixteen to the extent provided for in such terms), and (iv) the rights, obligations and immunities of the Trustee hereunder (for which purposes the Securities of such series shall have occurred and be deemed outstanding)), and the Trustee, continuing on the written request date of such deposit; (d) the Company shall have delivered to the Trustee either (x) a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Holders of the CompanySecurities of such series will not recognize income, accompanied by gain or loss for federal income tax purposes as a result of such discharge under this Section 8.02 and will be subject to federal income tax on the Officer's Certificate 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 or (y) an Opinion of Counsel required by Section 1.02, shall execute and deliver to the same effect as the ruling described in clause (x) above; and (e) 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 8.02 of the Securities of such instruments as shall be requisite to evidence the satisfaction thereof series have been complied with. The Company’s obligations in Sections 2.02 through 2.12, 4.02, 7.07, 7.08, 8.04 and 8.05 with respect to the Securities of such seriesseries shall survive until such Securities are no longer outstanding. Thereafter, only the Company’s obligations in Sections 7.07 and 8.05 shall survive.

Defeasance. Provided On the date that the same has following conditions shall have been duly authorized with respect to Securities of a particular series pursuant to Section 3.01(11), if, at any time after the date hereof, the Company shall deposit with the Trustee, in trust for the benefit of the Holders thereof, (i) funds sufficient to pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together with the income thereon without consideration of any reinvestment thereof, be sufficient to pay all sums due for the principal of (and premium, if any) and interest, if any, on the Securities of such series, as they shall become due from time to time, and shall pay all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, this Indenture shall cease to be of further effect with respect to Securities of such series (except as to satisfied: (i) the Company's obligationsTransferor shall have deposited (x) in the Principal Funding Account, as an amount such that the case may beamount on deposit in the Principal Funding Account following such deposit is equal to the Class A Outstanding Principal Amount, with respect (y) in the Principal Account, an amount equal to the sum of the Class B Outstanding Principal Balance and Excess Collateral Outstanding Principal Balance and (z) in the Accumulation Period Reserve Account, an amount equal to or greater than the accrued and unpaid interest on the Investor Securities of such series under Sections 3.05, 3.06 and 11.02, through the day preceding the date on which the Defeasance occurs; (ii) rights the Transferor shall have delivered to the Trustee (a) an Opinion of Holders Counsel to receive payments the effect that such deposit will not result in the Trust being required to register as an "investment company" within the meaning of the principal Investment Company Act of 1940, as amended, (and premium, if anyb) and interest, if any, on the Securities an Opinion of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect Counsel to the amounts so deposited effect that following such deposit none of the Trust, the Accumulation Period Reserve Account or the Principal Funding Account will be deemed to be an association (or publicly traded partnership) taxable as a corporation, (c) a certificate of an officer of the Transferor stating that the Transferor reasonably believes that such deposit will not cause a Pay Out Event or any event that, with the Trusteegiving of notice or the lapse of time, or both, would constitute a Pay Out Event, to occur; and (iii) rights of conversion of any Securitya Ratings Event will not occur, the terms of which provide for conversion (which shall continue in full force and effect pursuant Series 2001-4 Securities will no longer be entitled to the terms security interest of the Trust in the Receivables and, except those set forth in Article Sixteen clause (i) above, other Trust assets (a "Defeasance") and the percentages applicable to the extent provided for in such terms)allocation to the Series 2001-4 Securityholders of Principal Collections, Finance Charge Collections and (iv) the rights, obligations and immunities Defaulted Receivables will be reduced to zero. Section 7. Article V of the Trustee hereunder (for which purposes Agreement. Article V of the Securities of such series Agreement shall read in its entirety as follows and shall be deemed outstanding)), and the Trustee, on the written request of the Company, accompanied by the Officer's Certificate and Opinion of Counsel required by Section 1.02, shall execute and deliver applicable only to the Company such instruments as shall be requisite to evidence the satisfaction thereof with respect to Securities of such series.Series 2001-4 Securities:

Defeasance. Provided On the date that the same has following conditions shall have been duly authorized with respect to Securities of a particular series pursuant to Section 3.01(11), if, at any time after the date hereof, the Company shall deposit with the Trustee, in trust for the benefit of the Holders thereof, satisfied: (i) funds sufficient the Transferor shall have deposited (x) in the Principal Funding Account, an amount such that the amount on deposit in the Principal Funding Account following such deposit is equal to paythe Class A Outstanding Principal Amount, or and (iiy) U.S. Government Obligations (as defined below) as willin the Payment Reserve Account, or will together with the income thereon without consideration of any reinvestment thereof, be an amount sufficient to pay all sums due for the principal of (and premium, if any) and interest, if any, remaining interest on the Class A Securities of such series, as they shall become due from time scheduled to time, and shall pay all costs, charges and expenses incurred or to be incurred by accrue through the Trustee in relation thereto or in carrying out the provisions of this Indenture, this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) the Company's obligations, as the case may be, with respect to Securities of such series under Sections 3.05, 3.06 and 11.02, Expected Final Payment Date; (ii) rights the Transferor shall have delivered to the Trustee (a) an Opinion of Holders Counsel to receive payments the effect that such deposit will not result in the Trust being required to register as an "investment company" within the meaning of the principal Investment Company Act of 1940, as amended, (and premium, if anyb) and interest, if any, on the Securities an Opinion of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect Counsel to the amounts so deposited effect that following such deposit none of the Trust, the Payment Reserve Account or the Principal Funding Account will be deemed to be an association (or publicly traded partnership) taxable as a corporation, (c) a certificate of an officer of the Transferor stating that the Transferor reasonably believes that such deposit will not cause a Pay Out Event or any event that, with the Trusteegiving of notice or the lapse of time, (iii) rights of conversion of any Securityor both, the terms of which provide for conversion (which shall continue in full force and effect pursuant would constitute a Pay Out Event, to the terms set forth in Article Sixteen to the extent provided for in such terms), occur; and (iv) a Ratings Event will not occur, the rights, obligations and immunities Series 2002-4 Securities will no longer be entitled to the security interest of the Trustee hereunder Trust in the Receivables and, except those set forth in clause (for which purposes i) above, other Trust Property (a "Defeasance") and the Securities percentages applicable to the allocation to the Series 2002-4 Securityholders of such series Principal Collections, Finance Charge Collections and Defaulted Receivables will be reduced to zero. Upon satisfaction of the foregoing conditions, the Class B Invested Amount will be reduced to zero. Section 7. Article V of the Agreement. Article V of the Agreement shall read in its entirety as follows and shall be deemed outstanding)), and the Trustee, on the written request of the Company, accompanied by the Officer's Certificate and Opinion of Counsel required by Section 1.02, shall execute and deliver applicable only to the Company such instruments as shall be requisite to evidence the satisfaction thereof with respect to Securities of such series.Series 2002-4 Securities: