Common use of Conditions to Defeasance or Covenant Defeasance Clause in Contracts

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 1502 or Section 1503 to any Outstanding Securities of or within a series, any coupons appertaining thereto and any related Guarantee: (a) The Issuer shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 709 who shall agree to comply with the provisions of this Article Fifteen applicable to it) 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 such Securities, any coupons appertaining thereto and any related Guarantee, (1) an amount in such currency, currencies or currency unit in which such Securities, any coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Maturity, or (2) Government Obligations applicable to such Securities, coupons appertaining thereto and any related Guarantee (determined on the basis of the currency, currencies or currency unit in which such Securities, any coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium, if any) and interest, if any, on such Securities, any coupons appertaining thereto and any related Guarantee, money in an amount, or (3) a combination thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) and interest, if any, on such Outstanding Securities, any coupons appertaining thereto and any related Guarantee on the Stated Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities, any coupons appertaining thereto and any related Guarantee on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities, any coupons appertaining thereto and any related Guarantee. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer or the Guarantor is a party or by which it is bound. (c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities, any coupons appertaining thereto and any related Guarantee shall have occurred and be continuing on the date of such deposit or, insofar as Sections 601(6) and 601(7) are concerned, 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 deemed satisfied until the expiration of such period). (d) In the case of an election under Section 1502, the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities, any coupons appertaining thereto and any related Guarantee will not recognize income, gain or loss for Federal income tax purposes as a result of such 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 defeasance had not occurred. (e) In the case of an election under Section 1503, the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities, any coupons appertaining thereto and any related Guarantee 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. (f) The Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1502 or the covenant defeasance under Section 1503 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection (a) above and the related exercise of the Issuer’s option under Section 1502 or Section 1503 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Issuer, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under said Act have been effected. (g) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer or the Guarantor in connection therewith pursuant to Section 301.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 1502 1402 or Section 1503 1403 to any Outstanding Securities of or within a series, series and any coupons appertaining thereto and any related Guaranteethereto: (a) The Issuer Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 709 607 who shall agree to comply with the provisions of this Article Fifteen Fourteen applicable to it) 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 such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto, (1) an amount in such currency, currencies or currency unit in which such Securities, Securities and any coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Maturity, or (2) Government Obligations applicable to such Securities, coupons appertaining thereto and any related Guarantee (determined on the basis of the currency, currencies or currency unit in which such Securities, any coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium, if any) and interest, if any, on such Securities, Securities and any coupons appertaining thereto, or (2) Government Obligations applicable to such Securities and coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which such Securities and coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium, if any) and interest, if any, on such Securities and any related Guaranteecoupons appertaining thereto, money in an amount, or (3) a combination thereof, in any case, thereof in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) and interest, if any, on such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee on the Stated Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer or the Guarantor Company is a party or by which it is bound. (c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities, Securities and any coupons appertaining thereto and any related Guarantee shall have occurred and be continuing on the date of such deposit or, insofar as Sections 601(6501(6) and 601(7501(7) are concerned, 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 deemed satisfied until the expiration of such period). (d) In the case of an election under Section 15021402, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee will not recognize income, gain or loss for Federal income tax purposes as a result of such 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 defeasance had not occurred. (e) In the case of an election under Section 15031403, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee 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. (f) The Issuer Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1502 1402 or the covenant defeasance under Section 1503 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection (a) above and the related exercise of the Issuer’s Company's option under Section 1502 1402 or Section 1503 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the IssuerCompany, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under said Act have been effected. (g) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer or the Guarantor Company in connection therewith pursuant to Section 301.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 1502 1302 or Section 1503 1303 to any Outstanding Securities of or within a series, any coupons appertaining thereto series and any related Guaranteecoupons: (a1) The Issuer shall irrevocably have Company has deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 709 607 who shall agree to comply with the provisions of this Article Fifteen Thirteen applicable to it) 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 such Securities, any coupons appertaining thereto Securities and any related Guaranteecoupons, (1A) an amount (in such currency, currencies or currency unit Currency in which such Securities, any coupons appertaining thereto Securities and any related Guarantee coupons are then specified as payable at Stated Maturity), or (2B) Government Obligations applicable to such Securities, coupons appertaining thereto and any related Guarantee Securities (determined on the basis of the currency, currencies or currency unit Currency in which such Securities, any coupons appertaining thereto and any related Guarantee Securities are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and or premium, if any) and , or interest, if any, on or any other sums due under such Securities, any coupons appertaining thereto Securities and any related Guaranteecoupons, money in an amount, or (3C) a combination thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) and interest, if any, on and any other sums due under such Outstanding Securities, any coupons appertaining thereto Securities and any related Guarantee coupons on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of principal interest, if any, or interest any other sums and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities, any coupons appertaining thereto Securities and any related Guarantee coupons on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities, any coupons appertaining thereto Securities and any related Guaranteecoupons; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1002 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Ten hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (b2) Such In the case of an election under Section 1302, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (y) since the date of execution of this Indenture, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities and any related coupons will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred. (3) In the case of an election under Section 1303, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States to the effect that the Holders of such Outstanding Securities and any related coupons will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred. (4) The Company has delivered to the Trustee an Opinion of Counsel in Canada or a ruling from Canada Customs and Revenue Agency to the effect that the Holders of such Outstanding Securities and any related coupons will not recognize income, gain or loss for Canadian federal or provincial income tax or other tax purposes as a result of such defeasance or covenant defeasance and will be subject to Canadian federal and provincial income tax and other tax on the same amounts, in the same manner and at the same times as would have been the case had such defeasance or covenant defeasance not occurred (and for the purposes of such opinion, such Canadian counsel shall assume that Holders of such Outstanding Securities include Holders who are not result resident in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer or the Guarantor is a party or by which it is boundCanada). (c5) The Company is not an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada) 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 deemed satisfied until the expiration of such period). (6) No Event of Default or event which that, with notice or lapse the passing of time or both would become the giving of notice, or both, shall constitute an Event of Default with respect to such Securities, any coupons appertaining thereto and Securities or any related Guarantee coupons shall have occurred and be continuing on the date of such deposit or, insofar as Sections 601(6paragraphs (5), (6) and 601(7(7) of Section 501 are concerned, 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 deemed satisfied until the expiration of such period). (d7) In the case of an election under Section 1502, the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Issuer The Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities, any coupons appertaining thereto and any related Guarantee will not recognize income, gain or loss for Federal income tax purposes as a result of such 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 defeasance had not occurred. (e) In the case of an election under Section 1503, the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that such deposit shall not cause the Holders of such Outstanding Securities, any coupons appertaining thereto and any related Guarantee will not recognize income, gain Trustee or loss for Federal income tax purposes as a result of such covenant defeasance and will the trust so created to 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. (f) The Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1502 or the covenant defeasance under Section 1503 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection (a) above and the related exercise of the Issuer’s option under Section 1502 or Section 1503 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Issuer, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under said Act have been effected. (g8) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. (9) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer or the Guarantor in connection therewith pursuant to Section 301. (10) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the defeasance under Section 1302 or the covenant defeasance under Section 1303 (as the case may be) have been complied with.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 1502 1402 or Section 1503 1403 to any Outstanding Securities of or within a series, series and any coupons appertaining thereto and any related Guarantee:the Guarantee in respect thereof (if the Securities of such series are Guaranteed Securities): (a) The Issuer Partnership or the Guarantor (if the Securities of such series are Guaranteed Securities) shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 709 607 who shall agree to comply with the provisions of this Article Fifteen Fourteen applicable to it) 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 such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto, (1) an amount in such currency, currencies or currency unit in which such Securities, Securities and any coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Maturity, or (2) Government Obligations applicable to such Securities, Securities and coupons appertaining thereto and any related Guarantee (determined on the basis of the currency, currencies or currency unit in which such Securities, any Securities and coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premiumpremium or Make-Whole Amount, if any) and interest, if any, on such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto, money in an amount, or (3) a combination thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premiumpremium or Make-Whole Amount, if any) and interest, if any, on such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee on the Stated Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer Partnership or the Guarantor (if the Securities are Guaranteed Securities) is a party or by which it is bound. (c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities, Securities and any coupons appertaining thereto and any related Guarantee shall have occurred and be continuing on the date of such deposit or, insofar as Sections 601(6501(6) and 601(7501(7) are concerned, 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 deemed satisfied until the expiration of such period). (d) In the case of an election under Section 15021402, the Issuer Partnership or the Guarantor (if the Securities are Guaranteed Securities) shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Issuer Partnership or the Guarantor (if the Securities are Guaranteed Securities) has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee will not recognize income, gain or loss for Federal income tax purposes as a result of such 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 defeasance had not occurred. (e) In the case of an election under Section 15031403, the Issuer Partnership or the Guarantor (if the Securities of such series are Guaranteed Securities) shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee 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. (f) The Issuer Partnership or the Guarantor (if the Securities of such series are Guaranteed Securities) shall have delivered to the Trustee an Officers’ ' Certificate or a Guarantor's Officers' Certificate, as the case may be, and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1502 1402 or the covenant defeasance under Section 1503 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection (a) above and the related exercise of the Issuer’s Partnership's option under Section 1502 1402 or Section 1503 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the IssuerPartnership, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under said Act have been effected. (g) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer Partnership or the Guarantor (if the Securities of such series are Guaranteed Securities) in connection therewith pursuant to Section 301.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 1502 1402 or Section 1503 1403 to any Outstanding Securities of or within a series, series and any coupons appertaining thereto and any related Guaranteethereto: (a) The Issuer shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 709 607 who shall agree to comply with the provisions of this Article Fifteen Fourteen applicable to it) 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 such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto, (1) an amount in such currency, currencies or currency unit in which such Securities, Securities and any coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Maturity, or (2) Government Obligations applicable to such Securities, Securities and coupons appertaining thereto and any related Guarantee (determined on the basis of the currency, currencies or currency unit in which such Securities, any Securities and coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premiumpremium or Make-Whole Amount, if any) and interest, if any, on such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto, money in an amount, or (3) a combination thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premiumpremium or Make-Whole Amount, if any) and interest, if any, on such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee on the Stated Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer or the Guarantor is a party or by which it is bound. (c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities, Securities and any coupons appertaining thereto and any related Guarantee shall have occurred and be continuing on the date of such deposit orand, insofar as Sections 601(6) and 601(7) are concernedwith respect to defeasance only, 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 deemed satisfied until the expiration of such period). (d) In the case of an election under Section 15021402, the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee will not recognize income, gain or loss for Federal income tax purposes as a result of such defeasance and will not 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 defeasance had not occurred. (e) In the case of an election under Section 15031403, the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee 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. (f) The Issuer shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1502 1402 or the covenant defeasance under Section 1503 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection (a) above and the related exercise of the Issuer’s option under Section 1502 or Section 1503 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Issuer, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under said Act have been effectedwith. (g) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer or the Guarantor in connection therewith pursuant to Section 301.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 1502 1402 or Section 1503 1403 to any Outstanding Securities of or within a series, series and any coupons appertaining thereto and any related Guaranteethereto: (a) The Issuer Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 709 607 who shall agree to comply with the provisions of this Article Fifteen Fourteen applicable to it) 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 such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto, (1) an amount in such currency, currencies or currency unit in which such Securities, Securities and any coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Maturity, or (2) Government Obligations applicable to such Securities, Securities and coupons appertaining thereto and any related Guarantee (determined on the basis of the currency, currencies or currency unit in which such Securities, any Securities and coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premiumpremium or Make-Whole Amount, if any) and interest, if any, on such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto, money in an amount, or (3) a combination thereof, in any case, thereof in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premiumpremium or Make-Whole Amount, if any) and interest, if any, on such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee on the Stated Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities, Securities and any coupons appertaining thereto thereto; provided, that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1102 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and any related GuaranteeArticle Eleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer or the Guarantor Company is a party or by which it is boundbound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 310(b) of the TIA with respect to any Security of the Company). (c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities, Securities and any coupons appertaining thereto and any related Guarantee shall have occurred and be continuing on the date of such deposit or, insofar as Sections 601(6501(6) and 601(7501(7) are concerned, 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 deemed satisfied until the expiration of such period). (d) In the case of an election under Section 15021402, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee will not recognize income, gain or loss for Federal income tax purposes as a result of such 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 defeasance had not occurred. (e) In the case of an election under Section 15031403, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee 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. (f) The Issuer Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1502 1402 or the covenant defeasance under Section 1503 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection (a) above and the related exercise of the Issuer’s Company's option under Section 1502 1402 or Section 1503 1403 (as the case may be), ) registration is not required under the Investment Company Act of 1940, as amended, by the IssuerCompany, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under said Act have been effected. (g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally. (h) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer or the Guarantor Company in connection therewith pursuant to Section 301.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 1502 13.2 or Section 1503 13.3 to any Outstanding Securities of or within a series, any coupons appertaining thereto series and any related Guaranteecoupons: (a1) The Issuer shall irrevocably have Company has deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 709 6.7 who shall agree to comply with the provisions of this Article Fifteen 13 applicable to it) 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 such Securities, any coupons appertaining thereto Securities and any related Guaranteecoupons, (1A) an amount (in such currency, currencies or currency unit Currency in which such Securities, any coupons appertaining thereto Securities and any related Guarantee coupons are then specified as payable at Stated Maturity), or (2B) Government Obligations applicable to such Securities, coupons appertaining thereto and any related Guarantee Securities (determined on the basis of the currency, currencies or currency unit Currency in which such Securities, any coupons appertaining thereto and any related Guarantee Securities are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and or premium, if any) and , or interest, if any, on or any other sums due under such Securities, any coupons appertaining thereto Securities and any related Guaranteecoupons, money in an amount, or (3C) a combination thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) and interest, if any, on and any other sums due under such Outstanding Securities, any coupons appertaining thereto Securities and any related Guarantee coupons on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of principal interest, if any, or interest any other sums and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities, any coupons appertaining thereto Securities and any related Guarantee coupons on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities, any coupons appertaining thereto Securities and any related Guaranteecoupons; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, the Company may give to the Trustee, in accordance with Section 10.2 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article 10 hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (b2) Such In the case of an election under Section 13.2, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (y) since the date of execution of this Indenture, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities and any related coupons will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred. (3) In the case of an election under Section 13.3, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States to the effect that the Holders of such Outstanding Securities and any related coupons will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred. (4) The Company has delivered to the Trustee an Opinion of Counsel in Canada or a ruling from Canada Customs and Revenue Agency to the effect that the Holders of such Outstanding Securities and any related coupons will not recognize income, gain or loss for Canadian federal, provincial or territorial income tax or other tax purposes as a result of such defeasance or covenant defeasance and will be subject to Canadian federal and provincial or territorial income tax and other tax on the same amounts, in the same manner and at the same times as would have been the case had such defeasance or covenant defeasance not occurred (and for the purposes of such opinion, such Canadian counsel shall assume that Holders of such Outstanding Securities include Holders who are not result resident in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer or the Guarantor is a party or by which it is boundCanada). (c5) The Company is not an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada) 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 deemed satisfied until the expiration of such period). (6) No Event of Default or event which that, with notice or lapse the passing of time or both would become the giving of notice, or both, shall constitute an Event of Default with respect to such Securities, any coupons appertaining thereto and Securities or any related Guarantee coupons shall have occurred and be continuing on the date of such deposit or, insofar as Sections 601(6paragraphs (e), (f) and 601(7(g) of Section 5.1 are concerned, 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 deemed satisfied until the expiration of such period). (d7) In the case of an election under Section 1502, the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Issuer The Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities, any coupons appertaining thereto and any related Guarantee will not recognize income, gain or loss for Federal income tax purposes as a result of such 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 defeasance had not occurred. (e) In the case of an election under Section 1503, the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that such deposit shall not cause the Holders of such Outstanding Securities, any coupons appertaining thereto and any related Guarantee will not recognize income, gain Trustee or loss for Federal income tax purposes as a result of such covenant defeasance and will the trust so created to 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. (f) The Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1502 or the covenant defeasance under Section 1503 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection (a) above and the related exercise of the Issuer’s option under Section 1502 or Section 1503 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Issuer, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under said Act have been effected. (g8) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. (9) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer or the Guarantor in connection therewith pursuant to Section 3013.1. (10) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the defeasance under Section 13.2 or the covenant defeasance under Section 13.3 (as the case may be) have been complied with.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 1502 14.02 or Section 1503 14.03 to any Outstanding Securities of or within a series, any coupons appertaining thereto series and any related Guaranteecoupons: (a1) The Issuer Company shall irrevocably have deposited or caused to be deposited with the either Trustee (or another trustee satisfying the requirements of Section 709 6.08 who shall agree to comply with the provisions of this Article Fifteen Fourteen applicable to it) 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 such Securities, any coupons appertaining thereto Securities and any related Guaranteecoupons, (1A) an amount (in such currency, currencies or currency unit Currency in which such Securities, any coupons appertaining thereto Securities and any related Guarantee coupons are then specified as payable at Stated Maturity), or (2B) Government Obligations applicable to such Securities, coupons appertaining thereto and any related Guarantee Securities (determined on the basis of the currency, currencies or currency unit Currency in which such Securities, any coupons appertaining thereto and any related Guarantee Securities are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of and premium (and premium, if any) and interest, interest (if any, on ) under such Securities, any coupons appertaining thereto Securities and any related Guaranteecoupons, money in an amount, or (3C) a combination thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeTrustees, to pay and discharge, and which shall be applied by the Trustee Trustees (or other qualifying trusteeanother trustee satisfying the requirements of Section 6.08 who shall agree to comply with the provisions of this Article Fourteen) to pay and discharge, (i) the principal of of, premium (and premium, if any) and interest, interest (if any, ) on such Outstanding Securities, any coupons appertaining thereto Securities and any related Guarantee coupons on the Stated Maturity (or Redemption Date, if applicable) of such principal of, premium (if any) or installment of principal or interest and (if any), (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities, any coupons appertaining thereto Securities and any related Guarantee coupons on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities, any coupons appertaining thereto Securities and any related Guaranteecoupons, and (iii) all amounts due the Trustees under Section 6.07; provided that the Trustees shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, the Company may give to the Trustees, in accordance with Section 11.02, a notice of its election to redeem all or any portion of such Securities at a future date in accordance with the terms of such Securities and Article Eleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer or the Guarantor is a party or by which it is bound. (c2) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities, any coupons appertaining thereto and Securities or any related Guarantee coupons shall have occurred and be continuing on the date of such deposit or, insofar as Sections 601(6clauses (5) and 601(7(6) of Section 5.01 are concerned, 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 deemed satisfied until the expiration of such period). (d3) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default or an Event of Default under, this Indenture or any default under any material agreement or instrument to which the Company is a party or by which it is bound. (4) In the case of an election under Section 150214.02, the Issuer Company shall have delivered to the Trustee Trustees an Opinion of Counsel in the United States stating that (ix) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (iiy) since the date of execution of this Indenture, there has been a change in the applicable Federal United States federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities, any coupons appertaining thereto Securities and any related Guarantee coupons will not recognize income, gain or loss for Federal United States federal income tax purposes as a result of such defeasance and will be subject to Federal United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred. (e5) In the case of an election under Section 150314.03, the Issuer Company shall have delivered to the Trustee Trustees an Opinion of Counsel in the United States to the effect that the Holders of such Outstanding Securities, any coupons appertaining thereto and any related Guarantee Securities will not recognize income, gain or loss for Federal United States federal income tax purposes as a result of such covenant defeasance and will be subject to Federal United States 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. (f6) The Issuer Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1502 or the covenant defeasance under Section 1503 (as the case may be) have been complied with and Trustees an Opinion of Counsel in Canada or a ruling from the Canada Revenue Agency to the effect that either (i) the Holders of such Securities will not recognize income, gain or loss for Canadian federal, provincial or territorial income tax or other tax purposes as a result of a deposit pursuant such defeasance or covenant defeasance, as applicable, and will be subject to subsection Canadian federal, provincial or territorial income tax and other tax on the same amounts, in the same manner and at the same times as would have been the case had such defeasance or covenant defeasance, as applicable, not occurred (aand for the purposes of such opinion, such Canadian counsel shall assume that Holders of such Securities include Holders who are not resident in Canada). (7) above and The Company is not an "insolvent person" within the related exercise meaning of the Issuer’s option under Section 1502 or Section 1503 Bankruptcy and Insolvency Act (as Canada) on the case may be), registration is not required under the Investment Company Act date of 1940, as amended, by the Issuer, with respect to the trust funds representing such deposit or by at any time during the Trustee for period ending on the 91st day after the date of such trust funds or deposit (ii) all necessary registrations under said Act have been effectedit being understood that this condition shall not be deemed satisfied until the expiration of such period). (g) 8) Notwithstanding any other provisions of this SectionSection 14.04, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer or the Guarantor in connection therewith pursuant to Section 3013.01. (9) The Company shall have delivered to the Trustees an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for, relating to either the defeasance under Section 14.02 or the covenant defeasance under Section 14.03 (as the case may be), have been complied with.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 1502 1402 or Section 1503 1403 to any Outstanding Securities of or within a series, series and any coupons appertaining thereto and any related Guaranteethereto: (ai) The Issuer shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 709 607 who shall agree to comply with the provisions of this Article Fifteen Fourteen applicable to it) 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 such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto, (1i) an amount in such currency, currencies or currency unit in which such Securities, Securities and any coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Maturity, or (2ii) Government Obligations applicable to such Securities, Securities and coupons appertaining thereto and any related Guarantee (determined on the basis of the currency, currencies or currency unit in which such Securities, any Securities and coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium, if any) and interest, if any, on such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto, money in an amount, or (3iii) a combination thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) and interest, if any, on such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee on the Stated Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto. (bii) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer or the Guarantor is a party or by which it is bound. (ciii) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities, Securities and any coupons appertaining thereto and any related Guarantee shall have occurred and be continuing on the date of such deposit or, insofar as Sections 601(6501(vi) and 601(7501(vii) are concerned, 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 deemed satisfied until the expiration of such period). (div) In the case of an election under Section 15021402, the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (ii) since the date of execution of this Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee will not recognize income, gain or loss for Federal income tax purposes as a result of such 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 defeasance had not occurred. (ev) In the case of an election under Section 15031403, the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee 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. (fvi) The Issuer shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1502 1402 or the covenant defeasance under Section 1503 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (ia) as a result of a deposit pursuant to subsection (ai) above and the related exercise of the Issuer’s 's option under Section 1502 1402 or Section 1503 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Issuer, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (iib) all necessary registrations under said Act have been effected. (gvii) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer or the Guarantor in connection therewith pursuant to Section 301.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 1502 1402 or Section 1503 1403 to any Outstanding Securities of or within a series, any coupons appertaining thereto series and any related Guaranteecoupons: (a1) The Issuer Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 709 607 who shall agree to comply with the provisions of this Article Fifteen Fourteen applicable to it) 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 such Securities, any coupons appertaining thereto Securities and any related Guaranteecoupons, (1A) an amount (in such currency, currencies or currency unit Currency in which such Securities, any coupons appertaining thereto Securities and any related Guarantee coupons are then specified as payable at Stated Maturity), or (2B) Government Obligations applicable to such Securities, coupons appertaining thereto and any related Guarantee Securities (determined on the basis of the currency, currencies or currency unit Currency in which such Securities, any coupons appertaining thereto and any related Guarantee Securities are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium, if any) , and interest, if any, on under such Securities, any coupons appertaining thereto Securities and any related Guaranteecoupons, money in an amount, or (3C) a combination thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) and interest, if any, on such Outstanding Securities, any coupons appertaining thereto Securities and any related Guarantee coupons on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of principal or interest interest, if any, and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities, any coupons appertaining thereto Securities and any related Guarantee coupons on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities, any coupons appertaining thereto Securities and any related Guaranteecoupons; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1102, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer or the Guarantor is a party or by which it is bound. (c2) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities, any coupons appertaining thereto and Securities or any related Guarantee coupons shall have occurred and be continuing on the date of such deposit or, insofar as Sections 601(6paragraphs (6) and 601(7(7) of Section 501 are concerned, 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 deemed satisfied until the expiration of such period). (d3) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound. (4) In the case of an election under Section 15021402, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel stating that (ix) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (iiy) since the date of execution of this Indenture, there has been a change in the applicable Federal federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities, any coupons appertaining thereto Securities and any related Guarantee coupons will not recognize income, gain or loss for Federal federal income tax purposes as a result of the deposit and such defeasance and will be subject to Federal U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the deposit and such defeasance had not occurred. (e5) In the case of an election under Section 15031403, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities, any coupons appertaining thereto Securities and any related Guarantee coupons will not recognize income, gain or loss for Federal federal income tax purposes as a result of such covenant defeasance and will be subject to Federal U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the deposit and such covenant defeasance had not occurred. (f) The Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1502 or the covenant defeasance under Section 1503 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection (a) above and the related exercise of the Issuer’s option under Section 1502 or Section 1503 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Issuer, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under said Act have been effected. (g6) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer or the Guarantor in connection therewith pursuant to Section 301. (7) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 1502 14.02 or Section 1503 14.03 to any Outstanding Securities of or within a series, series and any coupons appertaining thereto and any related Guaranteethereto: (a) The Issuer Company shall irrevocably have deposited or caused to be deposited with the Indenture Trustee (or another trustee satisfying the requirements of Section 709 6.07 who shall agree to comply with the provisions of this Article Fifteen XIV applicable to it) 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 such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto, (1) an amount in such currency, currencies or currency unit in which such Securities, Securities and any coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Maturity, or (2) Government Obligations applicable to such Securities, securities and coupons appertaining thereto and any related Guarantee (determined on the basis of the currency, currencies or currency unit in which such Securities, any Securities and coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium, if any) and interest, if any, on such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto, money in an amount, or (3) a combination thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge, and which shall be applied by the Indenture Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) and interest, if any, on such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee on the Stated Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer or the Guarantor Company is a party or by which it is bound. (c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities, Securities and any coupons appertaining thereto and any related Guarantee shall have occurred and be continuing on the date of such deposit or, insofar as Sections 601(65.01(6) and 601(75.01(7) are concerned, 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 deemed satisfied until the expiration of such period). (d) In the case of an election under Section 150214.02, the Issuer Company shall have delivered to the Indenture Trustee an Opinion of Counsel stating that (i) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee will not recognize income, gain or loss for Federal income tax purposes as a result of such 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 defeasance had not occurred. (e) In the case of an election under Section 150314.03, the Issuer Company shall have delivered to the Indenture Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee 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. (f) The Issuer Company shall have delivered to the Indenture Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1502 14.02 or the covenant defeasance under Section 1503 14.03 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection (a) above and the related exercise of the Issuer’s option Company's opinion under Section 1502 14.02 or Section 1503 14.03 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the IssuerCompany, with respect to the trust funds representing such deposit or by the Indenture Trustee for such trust funds or (ii) all necessary registrations under said Act have been effected. (g) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which with may be imposed on the Issuer or the Guarantor Company in connection therewith pursuant to Section 3013.01.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 1502 1402 or Section 1503 1403 to any Outstanding Securities of or within a series, series and any coupons appertaining thereto and any related Guaranteethereto: (a) The Issuer Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 709 607 who shall agree to comply with the provisions of this Article Fifteen Fourteen applicable to it) 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 such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto, (1) an amount in such currency, currencies or currency unit in which such Securities, Securities and any coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Maturity, or (2) Government Obligations applicable to such Securities, Securities and coupons appertaining thereto and any related Guarantee (determined on the basis of the currency, currencies or currency unit in which such Securities, any Securities and coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provideprovide (without reinvestment of interest thereon), not later than one day before the due date of any payment of principal of (and premium, if any) and interest, if any, on such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto, money in an amount, or (3) a combination thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) and interest, if any, on such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee on the Stated Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer Company or the Guarantor is a party or by which it is bound. (c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities, Securities and any coupons appertaining thereto and any related Guarantee shall have occurred and be continuing on the date of such deposit or, insofar as Sections 601(6501(6) and 601(7501(7) are concerned, 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 deemed satisfied until the expiration of such period). (d) In the case of an election under Section 15021402, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable Federal federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee will not recognize income, gain or loss for Federal federal income tax purposes as a result of such defeasance and will be subject to Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred. (e) In the case of an election under Section 15031403, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee will not recognize income, gain or loss for Federal federal income tax purposes as a result of such covenant defeasance and will be subject to Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred. (f) The Issuer Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1502 1402 or the covenant defeasance under Section 1503 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection (a) above and the related exercise of the IssuerCompany’s option under Section 1502 1402 or Section 1503 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the IssuerCompany, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under said Act have been effected. (g) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer Company or the Guarantor in connection therewith pursuant to Section 301.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 1502 14.02 or Section 1503 14.03 to any Outstanding Securities of or within a series, Series and any coupons appertaining thereto and any related Guaranteethereto: (a) The Issuer Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 709 6.07 who shall agree to comply with the provisions of this Article Fifteen Fourteen applicable to it) 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 such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto, (1) an amount in such currency, currencies or currency unit in which such Securities, Securities and any coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Maturity, or (2) Government Obligations applicable to such Securities, Securities and coupons appertaining thereto and any related Guarantee (determined on the basis of the currency, currencies or currency unit in which such Securities, any Securities and coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest interest, if any, in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premiumpremium or Make-Whole Amount, if any) and interest, if any, on such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto, money in an amount, or (3) a combination thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, if any, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premiumpremium or Make-Whole Amount, if any) and interest, if any, on such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee on the Stated Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer or the Guarantor Company is a party or by which it is bound. (c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities, Securities and any coupons appertaining thereto and any related Guarantee shall have occurred and be continuing on the date of such deposit or, insofar as Sections 601(65.01(6) and 601(75.01(7) are concerned, 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 deemed satisfied until the expiration of such period). (d) In the case of an election under Section 150214.02, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee will not recognize income, gain or loss for Federal income tax purposes as a result of such 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 defeasance had not occurred. (e) In the case of an election under Section 150314.03, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee 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. (f) The Issuer Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1502 14.02 or the covenant defeasance under Section 1503 14.03 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection (a) above and the related exercise of the IssuerCompany’s option under Section 1502 14.02 or Section 1503 14.03 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the IssuerCompany, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under said Act have been effected. (g) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer or the Guarantor Company in connection therewith pursuant to Section 3013.01. (h) The payment of amounts payable to the Trustee pursuant to this Indenture shall be paid or provided for to the reasonable satisfaction of the Trustee.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 1502 14.02 or Section 1503 14.03 to any Outstanding Securities of or within a series, any coupons appertaining thereto series and any related Guaranteecoupons: (a1) The Issuer Company shall irrevocably have deposited or caused to be deposited with the either Trustee (or another trustee satisfying the requirements of Section 709 6.08 who shall agree to comply with the provisions of this Article Fifteen applicable to it) 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 such Securities, any coupons appertaining thereto Securities and any related Guaranteecoupons, (1A) an amount (in such currency, currencies or currency unit Currency in which such Securities, any coupons appertaining thereto Securities and any related Guarantee coupons are then specified as payable at Stated Maturity), or (2B) Government Obligations applicable to such Securities, coupons appertaining thereto and any related Guarantee Securities (determined on the basis of the currency, currencies or currency unit Currency in which such Securities, any coupons appertaining thereto and any related Guarantee Securities are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium, if any) , and interest, if any, on under such Securities, any coupons appertaining thereto Securities and any related Guaranteecoupons, money in an amount, or (3C) a combination thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeTrustees, to pay and discharge, and which shall be applied by the Trustee Trustees (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) and interest, if any, on such Outstanding Securities, any coupons appertaining thereto Securities and any related Guarantee coupons on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of principal or interest and interest, if any, (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities, any coupons appertaining thereto Securities and any related Guarantee coupons on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities, any coupons appertaining thereto Securities and any related Guaranteecoupons, and (iii) all amounts due the Trustees under Section 6.07; provided that the Trustees shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, the Company may give to the Trustees, in accordance with Section 11.02 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer or the Guarantor is a party or by which it is bound. (c2) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities, any coupons appertaining thereto and Securities or any related Guarantee coupons shall have occurred and be continuing on the date of such deposit or, insofar as Sections 601(6clauses (7) and 601(7) (8) of Section 5.01 are concerned, 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 deemed satisfied until the expiration of such period). (d3) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. (4) In the case of an election under Section 150214.02, the Issuer Company shall have delivered to the Trustee Trustees an Opinion of Counsel in the United States stating that (ix) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (iiy) since the date of execution of this Indenture, there has been a change in the applicable Federal U.S. federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities, any coupons appertaining thereto Securities and any related Guarantee coupons will not recognize income, gain or loss for Federal U.S. federal income tax purposes as a result of such defeasance and will be subject to Federal U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred. (e5) In the case of an election under Section 150314.03, the Issuer Company shall have delivered to the Trustee Trustees an Opinion of Counsel in the United States to the effect that the Holders of such Outstanding Securities, any coupons appertaining thereto and any related Guarantee Securities will not recognize income, gain or loss for Federal U.S. federal income tax purposes as a result of such covenant defeasance and will be subject to Federal U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred. (f6) The Issuer Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1502 or the covenant defeasance under Section 1503 (as the case may be) have been complied with and Trustees an Opinion of Counsel in Canada or a ruling from the Canada Revenue Agency to the effect that either (i) the Holders of such Outstanding Securities will not recognize income, gain or loss for Canadian federal, provincial or territorial income tax or other tax purposes as a result of a deposit pursuant such defeasance or covenant defeasance, as applicable, and will be subject to subsection Canadian federal or provincial income tax and other tax on the same amounts, in the same manner and at the same times as would have been the case had such defeasance or covenant defeasance, as applicable, not occurred (a) above and for the related exercise purposes of such opinion, such Canadian counsel shall assume that Holders of the Issuer’s option under Section 1502 or Section 1503 Securities include Holders who are not resident in Canada). (as the case may be), registration 7) The Company is not required under an “insolvent person” within the Investment Company meaning of the Bankruptcy and Insolvency Act (Canada) on the date of 1940, as amended, by the Issuer, with respect to the trust funds representing such deposit or by at any time during the Trustee for period ending on the 91st day after the date of such trust funds or deposit (ii) all necessary registrations under said Act have been effectedit being understood that this condition shall not be deemed satisfied until the expiration of such period). (g) 8) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer or the Guarantor in connection therewith pursuant to Section 3013.01. (9) The Company shall have delivered to the Trustees an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for, relating to either the defeasance under Section 14.02 or the covenant defeasance under Section 14.03 (as the case may be), have been complied with.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 1502 1402 or Section 1503 1403 to any Outstanding Securities of or within a series, any coupons appertaining thereto series and any related GuaranteeCoupons: (a1) The Issuer Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 709 608 who shall agree to comply with the provisions of this Article Fifteen Fourteen applicable to it) 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 such Securities, any coupons appertaining thereto Securities and any related GuaranteeCoupons, (1A) an amount (in such currency, currencies or currency unit Currency in which such Securities, any coupons appertaining thereto Securities and any related Guarantee Coupons are then specified as payable at Stated Maturity), or (2B) Government Obligations applicable to such Securities, coupons appertaining thereto and any related Guarantee Securities (determined on the basis of the currency, currencies or currency unit Currency in which such Securities, any coupons appertaining thereto and any related Guarantee Securities are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms (without consideration of any reinvestment thereof) will provide, not later than one day before the due date of any payment of principal of (and including any premium, if any) and interest, if any, on under such Securities, any coupons appertaining thereto Securities and any related GuaranteeCoupons, money in an amount, or (3C) a combination thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any, on) and interestinterest on such Outstanding Securities and any related Coupons due on or prior to the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any, on such Outstanding Securities, any coupons appertaining thereto and any related Guarantee on the Stated Maturity of such principal ) or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities, any coupons appertaining thereto Securities and any related Guarantee Coupons on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities, any coupons appertaining thereto Securities and any related GuaranteeCoupons; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related Coupons. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1102 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer or the Guarantor is a party or by which it is bound. (c2) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities, any coupons appertaining thereto Securities and any related Guarantee Coupons shall have occurred and be continuing on the date of such deposit or, insofar as Sections 601(6paragraphs (5) and 601(7(6) of Section 501 are concerned, 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 deemed satisfied until the expiration of such period). (d3) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. (4) In the case of an election under Section 15021402, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel stating that (ix) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (iiy) since the date of execution of this Indenture, there has been a change in the applicable Federal United States federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities, any coupons appertaining thereto Securities and any related Guarantee Coupons will not recognize income, gain or loss for Federal United States federal income tax purposes as a result of such defeasance and will be subject to Federal United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred. (e5) In the case of an election under Section 15031403, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities, any coupons appertaining thereto Securities and any related Guarantee Coupons will not recognize income, gain or loss for Federal United States federal income tax purposes as a result of such covenant defeasance and will be subject to Federal United States 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. (f) The Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1502 or the covenant defeasance under Section 1503 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection (a) above and the related exercise of the Issuer’s option under Section 1502 or Section 1503 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Issuer, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under said Act have been effected. (g6) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer or the Guarantor in connection therewith pursuant to Section 301. (7) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to either the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 1502 14.2 or Section 1503 14.3 to any Outstanding Securities of or within a series, series and any coupons appertaining thereto and any related Guaranteethereto: (a1) The Issuer Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee Trustee satisfying the requirements of Section 709 6.7 who shall agree to comply with the provisions of this Article Fifteen XIV applicable to it) 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 such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto, (1A) an amount in such currency, currencies or currency unit in which such Securities, Securities and any coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Maturity, or (2B) Government Obligations applicable to such Securities, Securities and coupons appertaining thereto and any related Guarantee (determined on the basis of the currency, currencies or currency unit in which such Securities, any Securities and coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premiumpremium or Make-Whole Amount, if any) and interest, if any, on such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto, money in an amount, or (3C) a combination thereof, in any case, in an amount, amount sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trusteeTrustee) to pay and discharge, (i) the principal of (and premiumpremium or Make-Whole Amount, if any) and interest, if any, on such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee on the Stated Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto. (b2) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer or the Guarantor Company is a party or by which it is bound. (c3) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities, Securities and any coupons appertaining thereto and any related Guarantee shall have occurred and be continuing on the date of such deposit or, insofar as Sections 601(65.1(6) and 601(7) are concerned, 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 deemed satisfied until the expiration of such period). (d) In the case of an election under Section 1502, the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities, any coupons appertaining thereto and any related Guarantee will not recognize income, gain or loss for Federal income tax purposes as a result of such 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 defeasance had not occurred. (e) In the case of an election under Section 1503, the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities, any coupons appertaining thereto and any related Guarantee 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. (f) The Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1502 or the covenant defeasance under Section 1503 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection (a) above and the related exercise of the Issuer’s option under Section 1502 or Section 1503 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Issuer, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under said Act have been effected. (g) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer or the Guarantor in connection therewith pursuant to Section 301.5.1

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 1502 1402 or Section 1503 1403 to any Outstanding Securities of or within a series, series and any coupons appertaining thereto and any related Guaranteethereto: (a) The Issuer shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 709 607 who shall agree to comply with the provisions of this Article Fifteen Fourteen applicable to it) 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 such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto, (1) an amount in such currency, currencies or currency unit in which such Securities, Securities and any coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Maturity, or (2) Government Obligations applicable to such Securities, Securities and coupons appertaining thereto and any related Guarantee (determined on the basis of the currency, currencies or currency unit in which such Securities, any Securities and coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium, if any) and interest, if any, on such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto, money in an amount, or (3) a combination thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) and interest, if any, on such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee on the Stated Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer or the Guarantor is a party or by which it is bound. (c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities, Securities and any coupons appertaining thereto and any related Guarantee shall have occurred and be continuing on the date of such deposit orand, insofar as Sections 601(6) and 601(7) are concernedwith respect to defeasance only, 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 deemed satisfied until the expiration of such period). (d) In the case of an election under Section 15021402, the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee will not recognize income, gain or loss for Federal income tax purposes as a result of such defeasance and will not 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 defeasance had not occurred. (e) In the case of an election under Section 15031403, the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee 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. (f) The Issuer shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1502 1402 or the covenant defeasance under Section 1503 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection (a) above and the related exercise of the Issuer’s option under Section 1502 or Section 1503 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Issuer, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under said Act have been effectedwith. (g) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer or the Guarantor in connection therewith pursuant to Section 301.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 1502 1402 or Section 1503 1403 to any Outstanding Securities of or within a series, series and any coupons appertaining thereto and any related Guaranteethereto: (a) The Issuer Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 709 607 who shall agree to comply with the provisions of this Article Fifteen Fourteen applicable to it) 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 such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto, (1) an amount in such currency, currencies or currency unit in which such Securities, Securities and any coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Maturity, or (2) Government Obligations applicable to such Securities, Securities and coupons appertaining thereto and any related Guarantee (determined on the basis of the currency, currencies or currency unit in which such Securities, any Securities and coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their the terms will provide, not later than one day before the due date of any payment of principal of (and premiumpremium or Make-Whole Amount, if any) and interest, if any, on such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto, money in an amount, or (3) a combination thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premiumpremium or Make-Whole Amount, if any) and interest, if any, on such Outstanding SecuritiesSecurities and any coupons, any coupons appertaining thereto and any related Guarantee on the Stated Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer or the Guarantor Company is a party or by which it is bound. (c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities, Securities and any coupons appertaining thereto and any related Guarantee shall have occurred and be continuing on the date of such deposit or, insofar as Sections 601(6501(5) and 601(7501(6) are concerned, 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 deemed satisfied until the expiration of such period). (d) In the case of an election under Section 15021402, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee will not recognize income, gain or loss for Federal income tax purposes as a result of such 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 defeasance had not occurred. (e) In the case of an election under Section 15031403, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee 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. (f) The Issuer Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1502 1402 or the covenant defeasance under Section 1503 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection (a) above and the related exercise of the Issuer’s Company's option under Section 1502 1402 or Section 1503 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Issuer, Company with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under said Act have been effected. (g) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer or the Guarantor Company in connection therewith pursuant to Section 301therewith.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 1502 4.4 or Section 1503 4.5 to any Outstanding Securities of or within a series, series and any coupons appertaining thereto and any related Guaranteethereto: (a) The Issuer Company shall irrevocably have deposited or caused to be deposited irrevocably with the Trustee (or another trustee satisfying the requirements of Section 709 6.11 who shall agree to comply with with, and shall be entitled to the benefits of, the provisions of this Article Fifteen Sections 4.3 through 4.9 inclusive and the last paragraph of Section 9.3 applicable to itthe Trustee, for purposes of such Sections also a “Trustee”) as trust funds in trust for the purpose of making the following paymentspayments referred to in clauses (x) and (y) of this Section 4.6(a), specifically pledged with instructions to the Trustee as security for, and dedicated solely to, to the benefit of the Holders of such Securities, any coupons appertaining thereto and any related Guaranteeapplication thereof, (1A) money in an amount (in such currency, currencies or currency unit in which such Securities, Securities and any coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Maturity), or (2B) Government Obligations applicable to such Securities, coupons appertaining thereto and any related Guarantee (determined on the basis of the currency, currencies or currency unit in which such Securities, any coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Maturity) which through the scheduled payment of interest and principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment referred to in clause (x) or (y) of principal of (and premium, if any) and interest, if any, on such Securities, any coupons appertaining thereto and any related Guaranteethis Section 4.6(a), money in an amount, amount or (3C) a combination thereof, in any case, thereof in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion determination of a nationally recognized independent accounting or investment banking firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeTrustee in the case of clauses (B) or (C), to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (ix) the principal of (and of, premium, if any) , and interest, if any, on such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee on the Stated Maturity of such principal or installment of principal or interest and (iiy) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities, any coupons appertaining thereto and any related Guarantee Securities on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto. Before such a deposit the Company may make arrangements satisfactory to the Trustee for the redemption of Securities at a future date or dates in accordance with Article X which shall be given effect in applying the foregoing. (b) Such defeasance or covenant defeasance The deposit pursuant to subsection (a) above shall not result in or constitute a Default or Event of Default under this Indenture or 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 or the Guarantor Company is a party or by which it is bound. (c) No In the case of an election under Section 4.4, no Default or Event of Default under Section 5.1(4) or event which with notice or lapse of time or both would become an Event of Default 5.1(5) with respect to such Securities, Securities and any coupons appertaining thereto and any related Guarantee shall have occurred and be continuing during the period commencing on the date of such deposit or, insofar as Sections 601(6) and 601(7) are concerned, at any time during the period ending on the 91st day after the such date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (d) In the case of an election under Section 15024.4, the Issuer Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel stating to the effect that (i) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee will not recognize income, gain or loss for Federal income tax purposes as a result of such defeasance and will be subject to Federal income tax on the same amounts, amounts and in the same manner and at the same times times, as would have been the case if such deposit, defeasance and discharge had not occurred. (e) In the case of an election under Section 15034.5, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee 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. (f) The Issuer Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1502 4.4 or the covenant defeasance under Section 1503 4.5 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection (a) above and the related exercise of the IssuerCompany’s option under Section 1502 4.4 or Section 1503 4.5 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the IssuerCompany, with respect to the trust funds representing such deposit or by the Trustee trustee for such trust funds or (ii) all necessary registrations under said Act act have been effected. (g) Notwithstanding any other provisions of this Section, such Such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer or the Guarantor Company in connection therewith pursuant to as contemplated by Section 3013.1.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 1502 1402 or Section 1503 1403 to any Outstanding Securities of or within a series, any coupons appertaining thereto series and any related Guaranteecoupons: (a1) The Issuer or the Guarantor shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 709 607 who shall agree to comply with the provisions of this Article Fifteen Fourteen applicable to it) 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 such Securities, any coupons appertaining thereto Securities and any related Guaranteecoupons, (1A) an amount (in such currency, currencies or currency unit Currency in which such Securities, any coupons appertaining thereto Securities and any related Guarantee coupons are then specified as payable at Stated Maturity), or (2B) Government Obligations applicable to such Securities, coupons appertaining thereto and any related Guarantee Securities (determined on the basis of the currency, currencies or currency unit Currency in which such Securities, any coupons appertaining thereto and any related Guarantee Securities are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium, if any) , and interest, if any, on under such Securities, any coupons appertaining thereto Securities and any related Guaranteecoupons, money in an amount, or (3C) a combination thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) and interest, if any, on such Outstanding Securities, any coupons appertaining thereto Securities and any related Guarantee coupons on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of principal or interest interest, if any, and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities, any coupons appertaining thereto Securities and any related Guarantee coupons on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities, any coupons appertaining thereto Securities and any related Guaranteecoupons; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, the Issuer may give to the Trustee, in accordance with Section 1102 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. In the case of the provision for payment or redemption of less than all of the Securities of any series, such Securities or portions thereof shall have been selected by the Trustee in the manner specified by Section 1103 hereof in the case of the redemption of less than all of the Securities or any series and, in the case of a redemption, the notice requisite to the validity of such redemption shall have been given or irrevocable authority shall have been given by the Issuer to the Trustee to give such notice, under arrangements satisfactory to the Trustee. (b2) No Default or Event of Default with respect to such Securities or any related coupons shall have occurred and be continuing on the date of such deposit or, insofar as paragraphs (6) and (7) of Section 501 are concerned, 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 deemed satisfied until the expiration of such period). (3) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer or the Guarantor is a party or by which it is bound. (c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities, any coupons appertaining thereto and any related Guarantee shall have occurred and be continuing on the date of such deposit or, insofar as Sections 601(6) and 601(7) are concerned, 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 deemed satisfied until the expiration of such period). (d4) In the case of an election under Section 15021402, the Issuer or the Guarantor shall have delivered to the Trustee an Opinion of Counsel stating that (ix) the Issuer or the Guarantor has received from, or there has been published by, the Internal Revenue Service a ruling, or (iiy) since the date of execution of this Indenture, there has been a change in the applicable Federal U.S. federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders beneficial owners of such Outstanding Securities, any coupons appertaining thereto Securities and any related Guarantee coupons will not recognize income, gain or loss for Federal U.S. federal income tax purposes as a result of the deposit and such defeasance and will be subject to Federal U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the deposit and such defeasance had not occurred. (e5) In the case of an election under Section 15031403, the Issuer or the Guarantor shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders beneficial owners of such Outstanding Securities, any coupons appertaining thereto Securities and any related Guarantee coupons will not recognize income, gain or loss for Federal U.S. federal income tax purposes as a result of such covenant defeasance and will be subject to Federal U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the deposit and such covenant defeasance had not occurred. (f) The Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1502 or the covenant defeasance under Section 1503 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection (a) above and the related exercise of the Issuer’s option under Section 1502 or Section 1503 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Issuer, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under said Act have been effected. (g6) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer or the Guarantor in connection therewith pursuant to Section 301. (7) The Issuer or the Guarantor shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with. In the event that all of the foregoing conditions provided for in this Section 1404 to the application of either Section 1402 or Section 1403, as the case may be, to any Outstanding Securities of or within a series and any related coupons shall have been complied with, the Issuer shall, as promptly as practicable, but, in any event, within five Business Days of such compliance, give a notice, in the same manner as a notice of redemption with respect to such Securities, to the Holders of such Securities to the effect that such amount or Government Obligations has or have been deposited and the effect thereof; provided however, that the failure to give such notice or any defect therein shall not affect the validity of the proceedings for the application of either Section 1402 or Section 1403, as the case may be, with respect to such Securities.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 1502 1402 or Section 1503 1403 to any Outstanding Securities of or within a series, series and any coupons appertaining thereto and any related Guaranteethereto: (a) The Issuer Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 709 607 who shall agree to comply with the provisions of this Article Fifteen Fourteen applicable to it) 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 such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto, (1) an amount in such currency, currencies or currency unit in which such Securities, Securities and any coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Maturity, or (2) Government Obligations applicable to such Securities, Securities and coupons appertaining thereto and any related Guarantee (determined on the basis of the currency, currencies or currency unit in which such Securities, any Securities and coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premiumpremium or Make-Whole Amount, if any) and interest, if any, on such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto, money in an amount, or (3) a combination thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premiumpremium or Make-Whole Amount, if any) and interest, if any, on such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee on the Stated Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer or the Guarantor Company is a party or by which it is bound. (c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities, Securities and any coupons appertaining thereto and any related Guarantee shall have occurred and be continuing on the date of such deposit or, insofar as Sections 601(6501(6) and 601(7501(7) are concerned, 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 deemed satisfied until the expiration of such period). (d) In the case of an election under Section 15021402, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee will not recognize income, gain or loss for Federal income tax purposes as a result of such 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 defeasance had not occurred. (e) In the case of an election under Section 15031403, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee 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. (f) The Issuer Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1502 1402 or the covenant defeasance under Section 1503 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection (a) above and the related exercise of the Issuer’s Company's option under Section 1502 1402 or Section 1503 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Issuer, Company with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under said Act have been effected. (g) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer or the Guarantor Company in connection therewith pursuant to Section 301.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 1502 1402 or Section 1503 1403 to any Outstanding Securities of or within a series, series and any coupons appertaining thereto and any related Guaranteethereto: (a1) The Issuer Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee Trustee satisfying the requirements of Section 709 607 who shall agree to comply with the provisions of this Article Fifteen Fourteen applicable to it) 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 such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto, (1A) an amount in such currency, currencies or currency unit in which such Securities, Securities and any coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Maturity, or (2B) Government Obligations applicable to such Securities, Securities and coupons appertaining thereto and any related Guarantee (determined on the basis of the currency, currencies or currency unit in which such Securities, any Securities and coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium, if any) and interest, if any, on such Securities, Securities and any coupons appertaining thereto and any related Guarantee, money in an amountthereto, or (3C) a combination thereof, in any case, in an amount, amount sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trusteeTrustee) to pay and discharge, (i) the principal of (and premium, if any) and interest, if any, on such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee on the Stated Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto. (b2) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer or the Guarantor Company is a party or by which it is bound. (c3) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities, Securities and any coupons appertaining thereto and any related Guarantee shall have occurred and be continuing on the date of such deposit or, insofar as Sections 601(6501(6) and 601(7501(7) are concerned, 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 deemed satisfied until the expiration of such period). (d4) In the case of an election under Section 15021402, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel stating that (iA) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (iiB) since the date of execution of this Indenture, there has been a change in the applicable Federal federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee will not recognize income, gain or loss for Federal federal income tax purposes as a result of such defeasance and will be subject to Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred. (e5) In the case of an election under Section 15031403, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee will not recognize income, gain or loss for Federal federal income tax purposes as a result of such covenant defeasance and will be subject to Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred. (f6) The Issuer Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1502 1402 or the covenant defeasance under Section 1503 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (iA) as a result of a deposit pursuant to subsection clause (a1) above and the related exercise of the Issuer’s Company's option under Section 1502 1402 or Section 1503 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the IssuerCompany, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (iiB) all necessary registrations under said Act act have been effected. (g7) Notwithstanding any other provisions of this SectionSection 1404, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer or the Guarantor Company in connection therewith pursuant to Section 301.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 1502 1402 or Section 1503 1403 to any Outstanding Securities of or within a series, series and any coupons appertaining thereto and any related Guaranteethereto: (a) The Issuer Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 709 607 who shall agree to comply with the provisions of this Article Fifteen Fourteen applicable to it) 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 such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto, (1) an amount in such currency, currencies or currency unit in which such Securities, Securities and any coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Maturity, or (2) Government Obligations applicable to such Securities, Securities and coupons appertaining thereto and any related Guarantee (determined on the basis of the currency, currencies or currency unit in which such Securities, any Securities and coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium, if any) and interest, if any, on such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto, money in an amount, or (3) a combination thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) and interest, if any, on such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee on the Stated Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer or the Guarantor Company is a party or by which it is bound. (c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities, Securities and any coupons appertaining thereto and any related Guarantee shall have occurred and be continuing on the date of such deposit or, insofar as Sections 601(6501(6) and 601(7501(7) are concerned, 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 deemed satisfied until the expiration of such period). (d) In the case of an election under Section 15021402, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee will not recognize income, gain or loss for Federal income tax purposes as a result of such 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 defeasance had not occurred. (e) In the case of an election under Section 15031403, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee 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. (f) The Issuer Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1502 1402 or the covenant defeasance under Section 1503 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection (a) above and the related exercise of the Issuer’s Company's option under Section 1502 1402 or Section 1503 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the IssuerCompany, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under said Act have been effected. (g) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer or the Guarantor Company in connection therewith pursuant to Section 301.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 1502 1402 or Section 1503 1403 to any Outstanding Securities of or within a series, series and any coupons appertaining thereto and any related Guaranteethereto: (a) The Issuer Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 709 607 who shall agree to comply with the provisions of this Article Fifteen Fourteen applicable to it) 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 such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto, (1) an amount in such currency, currencies or currency unit in which such Securities, Securities and any coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Maturity, or (2) Government Obligations applicable to such Securities, Securities and coupons appertaining thereto and any related Guarantee (determined on the basis of the currency, currencies or currency unit in which such Securities, any Securities and coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premiumpremium or Make-Whole Amount, if any) and interest, if any, on such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto, money in an amount, or (3) a combination thereof, in any case, thereof in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premiumpremium or Make-Whole Amount, if any) and interest, if any, on such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee on the Stated Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities, Securities and any coupons appertaining thereto thereto; provided, that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1102 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and any related GuaranteeArticle Eleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer or the Guarantor Company is a party or by which it is boundbound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 310(b) of the TIA with respect to any Security of the Company). (c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities, Securities and any coupons appertaining thereto and any related Guarantee shall have occurred and be continuing on the date of such deposit or, insofar as Sections 601(6501(7) and 601(7501(8) are concerned, 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 deemed satisfied until the expiration of such period). (d) In the case of an election under Section 15021402, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee will not recognize income, gain or loss for Federal income tax purposes as a result of such 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 defeasance had not occurred. (e) In the case of an election under Section 15031403, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee 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. (f) The Issuer Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1502 1402 or the covenant defeasance under Section 1503 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection (a) above and the related exercise of the Issuer’s Company's option under Section 1502 1402 or Section 1503 1403 (as the case may be), ) registration is not required under the Investment Company Act of 1940, as amended, by the IssuerCompany, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under said Act have been effected. (g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally. (h) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer or the Guarantor Company in connection therewith pursuant to Section 301.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 1502 4.4 or Section 1503 4.5 to any Outstanding Securities of or within a series, series and any coupons appertaining thereto and any related Guaranteethereto: (a) The Issuer Company shall irrevocably have deposited or caused to be deposited irrevocably with the Trustee (or another trustee satisfying the requirements of Section 709 6.11 who shall agree to comply with with, and shall be entitled to the benefits of, the provisions of this Article Fifteen Sections 4.3 through 4.9 inclusive and the last paragraph of Section 9.3 applicable to itthe Trustee, for purposes of such Sections also a "Trustee") as trust funds in trust for the purpose of making the following paymentspayments referred to in clauses (x) and (y) of this Section 4.6(a), specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto, with instructions to the Trustee as to the application thereof, (1A) money in an amount (in such currency, currencies or currency unit or units in which such Securities, Securities and any coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Maturity), or (2B) if Securities of such series are not subject to repayment at the option of Holders, Government Obligations applicable to such Securities, coupons appertaining thereto and any related Guarantee (determined on the basis of the currency, currencies or currency unit in which such Securities, any coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Maturity) which through the scheduled payment of interest and principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment referred to in clause (x) or (y) of principal of (and premium, if any) and interest, if any, on such Securities, any coupons appertaining thereto and any related Guaranteethis Section 4.6(a), money in an amount, amount or (3C) a combination thereof, in any case, thereof in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized independent accounting or investment banking firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (ix) the principal of (and of, premium, if any) , and interest, if any, on such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee on the Stated Maturity of such principal or installment of principal or interest and (iiy) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities, any coupons appertaining thereto and any related Guarantee Securities on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto. Before such a deposit the Company may make arrangements satisfactory to the Trustee for the redemption of Securities at a future date or dates in accordance with Article X which shall be given effect in applying the foregoing. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default Default or Event of Default under, this Indenture or result in a breach or violation of, or constitute a default under, any other material agreement or instrument to which the Issuer or the Guarantor Company is a party or by which it is bound. (c) No In the case of an election under Section 4.4, no Default or Event of Default under Section 5.1(4) or event which with notice or lapse of time or both would become an Event of Default 5.1(5) with respect to such Securities, Securities and any coupons appertaining thereto and any related Guarantee shall have occurred and be continuing during the period commencing on the date of such deposit or, insofar as Sections 601(6) and 601(7) are concerned, at any time during the period ending on the 91st day after the such date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (d) In the case of an election under Section 15024.4, the Issuer Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel stating to the effect that (i) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee will not recognize income, gain or loss for Federal income tax purposes as a result of such defeasance and will be subject to Federal income tax on the same amounts, amounts and in the same manner and at the same times times, as would have been the case if such deposit, defeasance and discharge had not occurred. (e) In the case of an election under Section 15034.5, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee 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. (f) The Issuer Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1502 4.4 or the covenant defeasance under Section 1503 4.5 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection (a) above and the related exercise of the Issuer’s Company's option under Section 1502 4.4 or Section 1503 4.5 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the IssuerCompany, with respect to the trust funds representing such deposit or by the Trustee trustee for such trust funds or (ii) all necessary registrations under said Act act have been effected. (g) Notwithstanding any other provisions of this Section, such Such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer or the Guarantor Company in connection therewith pursuant to as contemplated by Section 3013.1.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of Section 1502 14.2 or Section 1503 14.3 to any Outstanding Securities or any series of or within a seriesSecurities, any coupons appertaining thereto and any related Guaranteeas the case may be: (a) The Issuer shall irrevocably have deposited or caused to be deposited with the Trustee Trustees (or another trustee satisfying which satisfies the requirements of contemplated by Section 709 who shall agree 7.12 and agrees to comply with the provisions of this Article Fifteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit benefits of the Holders of such Securities, any coupons appertaining thereto and any related Guarantee, (1A) an amount money (in such currency, currencies or the currency unit in which such Securities, any coupons appertaining thereto and any related Guarantee the Securities of a particular series are then specified as payable at Stated Maturitydenominated) in an amount, or (2B) Government Obligations applicable to such Securities, coupons appertaining thereto and any related Guarantee (determined on the basis of the currency, currencies or currency unit in which such Securities, any coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Maturity) which through the scheduled payment payments of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium, if any) and interest, if any, on such Securities, any coupons appertaining thereto and any related Guaranteepayment, money (in the currency in which the Securities of a particular series are denominated) in an amount, or (3C) a combination thereof, in any case, in an amount, each case sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeTrustees, to pay and discharge, and which shall be applied by the Trustee Trustees (or any such other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) any premium and interest, if any, interest on such Outstanding Securities, any coupons appertaining thereto and any related Guarantee Securities on the respective Stated Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding SecuritiesMaturities, any coupons appertaining thereto and any related Guarantee on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities. As used herein, “Government Obligation” means (x) any coupons appertaining thereto and any related Guarantee. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to security which the Issuer or the Guarantor is a party or by which it is bound. (c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities, any coupons appertaining thereto and any related Guarantee shall have occurred and be continuing on the date of such deposit or, insofar as Sections 601(6) and 601(7) are concerned, 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 deemed satisfied until the expiration of such period). (d) In the case of an election under Section 1502, the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (i) a direct obligation of the Issuer has received fromgovernment which issued, or there has been published byof the Government of Canada denominated in, the Internal Revenue Service currency in which the Securities of a rulingparticular series are denominated for the payment of which its full faith and credit is pledged, or (ii) since obligations of a Person the date payment of execution of this Indenturewhich is unconditionally guaranteed as its full faith and credit obligation by such government, there has been a change or, if such obligations are denominated in the applicable Federal income tax lawcurrency in which the Securities of a particular series are issued, by the Government of Canada, which, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities, any coupons appertaining thereto and any related Guarantee will not recognize income, gain or loss for Federal income tax purposes as a result of such 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 defeasance had not occurred. (e) In the case of an election under Section 1503, the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities, any coupons appertaining thereto and any related Guarantee 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. (f) The Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1502 or the covenant defeasance under Section 1503 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) or (ii), is not callable or redeemable at the option of the issuer thereof, and (y) any depositary receipt issued by a bank (as a result defined in Section 3(a)(2) of a deposit pursuant the Securities Act or in the Bank Act (Canada)) as custodian with respect to subsection any Government Obligation which is specified in clause (ax) above and held by such bank for the related exercise account of the Issuer’s option under Section 1502 holder of such depositary receipt, or Section 1503 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Issuer, with respect to any specific payment of principal of or interest on any Government Obligation which is so specified and held, provided that (except as required by law) such custodian is not authorized to make any deduction from the trust funds representing amount payable to the holder of such deposit or depositary receipt from any amount received by the Trustee for such trust funds or (ii) all necessary registrations under said Act have been effected. (g) Notwithstanding any other provisions custodian in respect of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer Government Obligation or the Guarantor in connection therewith pursuant to Section 301specific payment of principal or interest evidenced by such depositary receipt.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 1502 1402 or Section 1503 1403 to any Outstanding Securities of or within a series, any coupons appertaining thereto series and any related Guaranteecoupons: (a1) The Issuer Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 709 607 who shall agree to comply with the provisions of this Article Fifteen Fourteen applicable to it) 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 such Securities, any coupons appertaining thereto Securities and any related Guaranteecoupons, (1A) an amount (in such currency, currencies or currency unit Currency in which such Securities, any coupons appertaining thereto Securities and any related Guarantee coupons are then specified as payable at Stated Maturity), or (2B) Government Obligations applicable to such Securities, coupons appertaining thereto and any related Guarantee Securities (determined on the basis of the currency, currencies or currency unit Currency in which such Securities, any coupons appertaining thereto and any related Guarantee Securities are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium, if any) , and interest, if any, on under such Securities, any coupons appertaining thereto Securities and any related Guaranteecoupons, money in an amount, or (3C) a combination thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) and interest, if any, on such Outstanding Securities, any coupons appertaining thereto Securities and any related Guarantee coupons on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of principal or interest interest, if any, and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities, any coupons appertaining thereto Securities and any related Guarantee coupons on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities, any coupons appertaining thereto Securities and any related Guaranteecoupons; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1102 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer or the Guarantor is a party or by which it is bound. (c2) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities, any coupons appertaining thereto and Securities or any related Guarantee coupons shall have occurred and be continuing on the date of such deposit or, insofar as Sections 601(6paragraphs (5) and 601(7(6) of Section 501 are concerned, 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 deemed satisfied until the expiration of such period). (d3) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. (4) In the case of an election under Section 15021402, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel stating that (ix) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (iiy) since the date of execution of this Indenture, there has been a change in the applicable Federal federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities, any coupons appertaining thereto Securities and any related Guarantee coupons will not recognize income, gain or loss for Federal federal income tax purposes as a result of the deposit and such defeasance and will be subject to Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the deposit and such defeasance had not occurred. (e5) In the case of an election under Section 15031403, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities, any coupons appertaining thereto Securities and any related Guarantee coupons will not recognize income, gain or loss for Federal federal income tax purposes as a result of such covenant defeasance and will be subject to Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the deposit and such covenant defeasance had not occurred. (f) The Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1502 or the covenant defeasance under Section 1503 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection (a) above and the related exercise of the Issuer’s option under Section 1502 or Section 1503 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Issuer, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under said Act have been effected. (g6) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer or the Guarantor in connection therewith pursuant to Section 301. (7) The Company shall have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 1502 1402 or Section 1503 1403 to any Outstanding Debt Securities of or within a series, series and any coupons appertaining thereto and any related Guaranteethereto: (a) The Issuer Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 709 607 who shall agree to comply with the provisions of this Article Fifteen Fourteen applicable to it) 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 such Securities, Debt Securities and any coupons appertaining thereto and any related Guaranteethereto, (1) an amount in such currency, currencies or currency unit in which such Securities, Debt Securities and any coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Maturity, or (2) Government Obligations obligations applicable to such Securities, Debt Securities and coupons appertaining thereto and any related Guarantee (determined on the basis of the currency, currencies or currency unit in which such Securities, any Debt Securities and coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium, if any) and interest, if any, on such Securities, Debt Securities and any coupons appertaining thereto and any related Guaranteethereto, money in an amount, or (3) a combination thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) and interest, if any, on such Outstanding Securities, Debt Securities and any coupons appertaining thereto and any related Guarantee on the Stated Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities, Debt Securities and any coupons appertaining thereto and any related Guarantee on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities, Debt Securities and any coupons appertaining thereto and any related Guaranteethereto. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute constitute, a default under, this Indenture or any other material agreement or instrument to which the Issuer or the Guarantor Company is a party or by which it is bound. (c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities, Debt Securities and any coupons appertaining thereto and any related Guarantee shall have occurred and be continuing on the date of such deposit or, insofar as Sections 601(6501(6) and 601(7501(7) are concerned, 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 deemed satisfied until the expiration of such period). (d) In the case of an election under Section 15021402, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities, outstanding Debt Securities and any coupons appertaining thereto and any related Guarantee will not recognize income, gain or loss for Federal income tax purposes as a result of such 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 defeasance had not occurred. (e) In the case of an election under Section 15031403, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities, Debt Securities and any coupons appertaining thereto and any related Guarantee 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. (f) The Issuer Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1502 1402 or the covenant defeasance under Section 1503 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection (a) above and the related exercise of the Issuer’s Company's option under Section 1502 1402 or Section 1503 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the IssuerCompany, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under said Act have been effected. (g) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute 72 terms, conditions or limitations which may be imposed on the Issuer or the Guarantor Company in connection therewith pursuant to Section 301.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 1502 1202 or Section 1503 1203 to any Outstanding Securities of or within a series, series and any coupons appertaining thereto and any related Guaranteethereto: (a) The Issuer Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 709 609 who shall agree to comply with the provisions of this Article Fifteen Fourteen applicable to it) 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 such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto, (1) an amount (in such currency, currencies or of currency unit in which such Securities, Securities and any coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Maturity), or (2) U.S. Government Obligations applicable to such Securities, Securities and coupons appertaining thereto and any related Guarantee (determined on the basis of the currency, currencies or currency unit in which such Securities, any Securities and coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium, if any) and interest, if any, on such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto, money in an amount, or (3) a combination thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) and interest, if any, on such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee on the Stated Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer or the Guarantor Company is a party or by which it is bound. (c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities, Securities and any coupons appertaining thereto and any related Guarantee shall have occurred and be continuing on the date of such deposit or, insofar as Sections 601(6501(f) and 601(7501(g) are concerned, 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 deemed satisfied until the expiration of such period). (d) In the case of an election under Section 15021202, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee 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 time as would have been the case if such defeasance had not occurred. (e) In the case of an election under Section 15031203, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee 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. (f) The Issuer Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1502 1202 or the covenant defeasance under Section 1503 1203 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection (a) above and the related exercise of the Issuer’s Company's option under Section 1502 1202 or Section 1503 1203 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Issuer, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under said Act have been effected. (g) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer or the Guarantor Company in connection therewith pursuant to Section 301.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 1502 14.02 or Section 1503 14.03 to any Outstanding Securities of or within a series, series and any coupons appertaining thereto and any related Guaranteethereto: (a) The Issuer Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee Trustee satisfying the requirements of Section 709 6.07 who shall agree to comply with the provisions of this Article Fifteen XIV applicable to it) 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 such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto, (1i) an amount in such currency, currencies or currency unit in which such Securities, Securities and any coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Maturity, or (2ii) Government Obligations applicable to such Securities, Securities and coupons appertaining thereto and any related Guarantee (determined on the basis of the currency, currencies or currency unit in which such Securities, any Securities and coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium, if any) and interest, if any, on such Securities, Securities and any coupons appertaining thereto and any related Guarantee, money in an amountthereto, or (3iii) a combination thereof, in any case, in an amount, amount sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trusteeTrustee) to pay and discharge, (iA) the principal of (and premium, if any) and interest, if any, on such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee on the Stated Maturity of such principal or installment of principal or interest and (iiB) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer or the Guarantor Company is a party or by which it is bound. (c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities, Securities and any coupons appertaining thereto and any related Guarantee shall have occurred and be continuing on the date of such deposit or, insofar as Sections 601(65.01(f) and 601(75.01(g) are concerned, 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 deemed satisfied until the expiration of such period). (d) In the case of an election under Section 150214.02, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (ii) since the date of execution of this Indenture, there has been a change in the applicable Federal federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee will not recognize income, gain or loss for Federal federal income tax purposes as a result of such defeasance and will be subject to Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred. (e) In the case of an election under Section 150314.03, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee will not recognize income, gain or loss for Federal federal income tax purposes as a result of such covenant defeasance and will be subject to Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred. (f) The Issuer Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1502 14.02 or the covenant defeasance under Section 1503 14.03 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection clause (a) above and the related exercise of the Issuer’s Company's option under Section 1502 14.02 or Section 1503 14.03 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the IssuerCompany, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under said Act act have been effected. (g) Notwithstanding any other provisions of this SectionSection 14.04, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer or the Guarantor Company in connection therewith pursuant to Section 3013.01.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 1502 1402 or Section 1503 1403 to any Outstanding Securities of or within a series, any coupons appertaining thereto series and any related Guaranteecoupons: (a1) The Issuer Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 709 607 who shall agree to comply with the provisions of this Article Fifteen Fourteen applicable to it) 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 such Securities, any coupons appertaining thereto Securities and any related Guaranteecoupons, (1A) money in an amount (in such currency, currencies or currency unit Currency in which such Securities, any coupons appertaining thereto Securities and any related Guarantee coupons are then specified as payable at Stated Maturity), or (2B) Government Obligations applicable to such Securities, coupons appertaining thereto and any related Guarantee Securities (determined on the basis of the currency, currencies or currency unit Currency in which such Securities, any coupons appertaining thereto and any related Guarantee Securities are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and including any premium, if any) and interest, if any, on under such Securities, any coupons appertaining thereto Securities and any related Guaranteecoupons, money in an amount, or (3C) a combination thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any, on) and interest, if any, interest on such Outstanding Securities, any coupons appertaining thereto Securities and any related Guarantee coupons on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities, any coupons appertaining thereto Securities and any related Guarantee coupons on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities, any coupons appertaining thereto Securities and any related Guaranteecoupons; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1102 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer or the Guarantor is a party or by which it is bound. (c2) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities, any coupons appertaining thereto and Securities or any related Guarantee coupons shall have occurred and be continuing on the date of such deposit or, insofar as Sections 601(6paragraphs (5) and 601(7(6) of Section 501 are concerned, 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 deemed satisfied until the expiration of such period). (d3) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. (4) In the case of an election under Section 15021402, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel stating that (ix) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (iiy) since the date of execution of this Indenture, there has been a change in the applicable Federal federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities, any coupons appertaining thereto Securities and any related Guarantee coupons will not recognize income, gain or loss for Federal federal income tax purposes as a result of such defeasance and will be subject to Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred. (e5) In the case of an election under Section 15031403, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities, any coupons appertaining thereto Securities and any related Guarantee coupons will not recognize income, gain or loss for Federal federal income tax purposes as a result of such covenant defeasance and will be subject to Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred. (f) The Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1502 or the covenant defeasance under Section 1503 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection (a) above and the related exercise of the Issuer’s option under Section 1502 or Section 1503 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Issuer, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under said Act have been effected. (g6) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer or the Guarantor in connection therewith pursuant to Section 301. (7) The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 1502 1302 or Section 1503 1303 to any Outstanding Securities of or within a series, any coupons appertaining thereto series and any related Guaranteecoupons: (a1) The Issuer shall irrevocably have Company has deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 709 607 who shall agree to comply with the provisions of this Article Fifteen Thirteen applicable to it) 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 such Securities, any coupons appertaining thereto Securities and any related Guaranteecoupons, (1A) an amount (in such currency, currencies or currency unit Currency in which such Securities, any coupons appertaining thereto Securities and any related Guarantee coupons are then specified as payable at Stated Maturity), or (2B) Government Obligations applicable to such Securities, coupons appertaining thereto and any related Guarantee Securities (determined on the basis of the currency, currencies or currency unit Currency in which such Securities, any coupons appertaining thereto and any related Guarantee Securities are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and or premium, if any) and , or interest, if any, on or any other sums due under such Securities, any coupons appertaining thereto Securities and any related Guaranteecoupons, money in an amount, or (3C) a combination thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) and interest, if any, on and any other sums due under such Outstanding Securities, any coupons appertaining thereto Securities and any related Guarantee coupons on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of principal interest, if any, or interest any other sums and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities, any coupons appertaining thereto Securities and any related Guarantee coupons on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities, any coupons appertaining thereto Securities and any related Guaranteecoupons; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1002 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Ten hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (b2) Such In the case of an election under Section 1302, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (y) since the date of execution of this Indenture, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities and any related coupons will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred. (3) In the case of an election under Section 1303, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States to the effect that the Holders of such Outstanding Securities and any related coupons will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred. (4) The Company has delivered to the Trustee an Opinion of Counsel in Canada or a ruling from Canada Customs and Revenue Agency to the effect that the Holders of such Outstanding Securities and any related coupons will not recognize income, gain or loss for Canadian federal or provincial income tax or other tax purposes as a result of such defeasance or covenant defeasance and will be subject to Canadian federal and provincial income tax and other tax on the same amounts, in the same manner and at the same times as would have been the case had such defeasance or covenant defeasance not occurred (and for the purposes of such opinion, such Canadian counsel shall assume that Holders of such Outstanding Securities include Holders who are not result resident in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer or the Guarantor is a party or by which it is boundCanada). (c5) The Company is not an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada) 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 deemed satisfied until the expiration of such period). (6) No Event of Default or event which that, with notice or lapse the passing of time or both would become the giving of notice, or both, shall constitute an Event of Default with respect to such Securities, any coupons appertaining thereto and Securities or any related Guarantee coupons shall have occurred and be continuing on the date of such deposit or, insofar as Sections 601(6paragraphs (5), (6) and 601(7) (7)of Section 501 are concerned, 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 deemed satisfied until the expiration of such period). (d7) In the case of an election under Section 1502, the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Issuer The Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities, any coupons appertaining thereto and any related Guarantee will not recognize income, gain or loss for Federal income tax purposes as a result of such 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 defeasance had not occurred. (e) In the case of an election under Section 1503, the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that such deposit shall not cause the Holders of such Outstanding Securities, any coupons appertaining thereto and any related Guarantee will not recognize income, gain Trustee or loss for Federal income tax purposes as a result of such covenant defeasance and will the trust so created to 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. (f) The Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1502 or the covenant defeasance under Section 1503 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection (a) above and the related exercise of the Issuer’s option under Section 1502 or Section 1503 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Issuer, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under said Act have been effected. (g8) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. (9) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer or the Guarantor in connection therewith pursuant to Section 301. (10) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the defeasance under Section 1302 or the covenant defeasance under Section 1303 (as the case may be) have been complied with.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 1502 14.02 or Section 1503 14.03 to any Outstanding Securities of or within a series, series and any coupons appertaining thereto and any related Guaranteethereto: (a) The Issuer Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee Trustee satisfying the requirements of Section 709 6.07 who shall agree to comply with the provisions of this Article Fifteen XIV applicable to it) 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 such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto, (1i) an amount in such currency, currencies or currency unit in which such Securities, Securities and any coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Maturity, or (2ii) Government Obligations applicable to such Securities, Securities and coupons appertaining thereto and any related Guarantee (determined on the basis of the currency, currencies or currency unit in which such Securities, any Securities and coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium, if any) and interest, if any, on such Securities, Securities and any coupons appertaining thereto and any related Guarantee, money in an amount, or (3iii) a combination thereof, in any case, in an amount, amount sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trusteeTrustee) to pay and discharge, (iA) the principal of (and premium, if any) and interest, if any, on such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee on the Stated Maturity of such principal or installment of principal or interest and (iiB) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer or the Guarantor Company is a party or by which it is bound. (c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities, Securities and any coupons appertaining thereto and any related Guarantee shall have occurred and be continuing on the date of such deposit or, insofar as Sections 601(65.01(f) and 601(75.01(g) are concerned, 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 deemed satisfied until the expiration of such period). (d) In the case of an election under Section 150214.02, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (ii) since the date of execution of this Indenture, there has been a change in the applicable Federal federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee will not recognize income, gain or loss for Federal federal income tax purposes as a result of such defeasance and will be subject to Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred. (e) In the case of an election under Section 150314.03, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee will not recognize income, gain or loss for Federal federal income tax purposes as a result of such covenant defeasance and will be subject to Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred. (f) The Issuer Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1502 14.02 or the covenant defeasance under Section 1503 14.03 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection clause (a) above and the related exercise of the Issuer’s Company's option under Section 1502 14.02 or Section 1503 14.03 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the IssuerCompany, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under said Act act have been effected. (g) Notwithstanding any other provisions of this SectionSection 14.04, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer or the Guarantor Company in connection therewith pursuant to Section 3013.01.

Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of Section 1502 1402 or Section 1503 1403 to any Outstanding Securities of or within a series, series and any coupons appertaining thereto and any related Guaranteethereto: (a) The Issuer Operating Partnership or the Company (if the Securities of such series are Guaranteed Securities) shall have irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 709 607 who shall agree to comply with the provisions of this Article Fifteen Fourteen applicable to it) 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 such Securities, Securities and any coupons appertaining thereto and any related Guarantee, thereto: (1i) an amount in such currencycurrency or currencies, currencies or currency unit or units, or composite currency or currencies in which such Securities, Securities and any coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Maturity, or (2ii) Government Obligations applicable to such Securities, Securities and any coupons appertaining thereto and any related Guarantee (determined on the basis of the currencycurrency or currencies, currencies or currency unit or units, or composite currency or currencies in which such Securities, Securities and any coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premiumpremium or Make-Whole Amount, if any, on) and interestinterest and Additional Amounts, if any, on such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto, money in an amount, or (3iii) a combination thereof, in any case, thereof in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (iA) the principal of (and premiumpremium or Make-Whole Amount, if any, on) and interestinterest and Additional Amounts, if any, on such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee on the Stated Maturity of such principal or installment of principal or interest and (iiB) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities, Securities and any coupons appertaining thereto thereto, provided that the Trustee has been irrevocably -------- instructed to apply such money or the proceeds of such Government Obligations to such payments with respect to such Securities. Before such a deposit, the Operating Partnership may give to the Trustee, in accordance with Section 1102, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and any related GuaranteeArticle Eleven, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer Operating Partnership or the Guarantor Company (if the Securities of such series are Guaranteed Securities) is a party or by which it is boundbound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 310(b) of the Trust Indenture Act with respect to any Security of the Operating Partnership). (c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities, Securities and any coupons appertaining thereto and any related Guarantee shall have has occurred and be is continuing on the date of such deposit or, insofar as Sections 601(6clauses (7) and 601(7) (8) of Section 501 are concerned, 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 deemed satisfied until the expiration of such period). (d) In the case of an election under Section 15021402, the Issuer shall have Operating Partnership or the Company (if the Securities of such series are Guaranteed Securities) has delivered to the Trustee an Opinion of Counsel stating that (i) the Issuer Operating Partnership or the Company, as the case may be, has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee will not recognize income, gain or loss for Federal income tax purposes as a result of such 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 defeasance had not occurred. (e) In the case of an election under Section 15031403, the Issuer shall have Operating Partnership or the Company (if the Securities of such series are Guaranteed Securities) has delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee 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. (f) The Issuer shall have Operating Partnership or the Company (if the Securities of such series are Guaranteed Securities) has delivered to the Trustee an Officers’ Operating Partnership Certificate or Company Certificate, as the case may be, and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1502 1402 or the covenant defeasance under Section 1503 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection paragraph (a) above and the related exercise of the Issuer’s Operating Partnership's option under Section 1502 1402 or Section 1503 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the IssuerOperating Partnership or the Company, as the case may be, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under said such Act have been effected. (g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally. (h) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer Operating Partnership or the Guarantor Company in connection therewith pursuant to Section 301.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 1502 1402 or Section 1503 1403 to any Outstanding Securities of or within a series, any coupons appertaining thereto series and any related Guaranteecoupons: (a1) The Issuer Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 709 607 who shall agree to comply with the provisions of this Article Fifteen Fourteen applicable to it) 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 such Securities, any coupons appertaining thereto Securities and any related Guaranteecoupons, (1A) an amount (in such currency, currencies or currency unit Currency in which such Securities, any coupons appertaining thereto Securities and any related Guarantee coupons are then specified as payable at Stated Maturity), or (2B) Government Obligations applicable to such Securities, coupons appertaining thereto and any related Guarantee Securities (determined on the basis of the currency, currencies or currency unit Currency in which such Securities, any coupons appertaining thereto and any related Guarantee Securities are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium, if any) , and interest, if any, on under such Securities, any coupons appertaining thereto Securities and any related Guaranteecoupons, money in an amount, or (3C) a combination thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) and interest, if any, on such Outstanding Securities, any coupons appertaining thereto Securities and any related Guarantee coupons on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of principal or interest interest, if any, and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities, any coupons appertaining thereto Securities and any related Guarantee coupons on the day on which such payments are due and payable in 77 accordance with the terms of this Indenture and of such Securities, any coupons appertaining thereto Securities and any related Guaranteecoupons; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1102 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer or the Guarantor is a party or by which it is bound. (c2) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities, any coupons appertaining thereto and Securities or any related Guarantee coupons shall have occurred and be continuing on the date of such deposit or, insofar as Sections 601(6paragraphs (5) and 601(7(6) of Section 501 are concerned, 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 deemed satisfied until the expiration of such period). (d3) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. (4) In the case of an election under Section 15021402, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel stating that (ix) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (iiy) since the date of execution of this Indenture, there has been a change in the applicable Federal federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities, any coupons appertaining thereto Securities and any related Guarantee coupons will not recognize income, gain or loss for Federal federal income tax purposes as a result of the deposit and such defeasance and will be subject to Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the deposit and such defeasance had not occurred. (e5) In the case of an election under Section 15031403, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities, any coupons appertaining thereto Securities and any related Guarantee coupons will not recognize income, gain or loss for Federal federal income tax purposes as a result of such covenant defeasance and will be subject to Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the deposit and such covenant defeasance had not occurred. (f) The Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1502 or the covenant defeasance under Section 1503 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection (a) above and the related exercise of the Issuer’s option under Section 1502 or Section 1503 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Issuer, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under said Act have been effected. (g6) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer or the Guarantor in connection therewith pursuant to Section 301. (7) The Company shall have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 1502 1402 or Section 1503 1403 to any Outstanding Securities of or within a series, series and any coupons appertaining thereto and any related Guaranteethereto: (a1) The Issuer Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 709 607 who shall agree to comply with the provisions of this Article Fifteen Fourteen applicable to it) 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 such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto, (1A) an amount in such currency, currencies or currency unit or composite currency in which such Securities, Securities and any coupons appertaining thereto and any related Guarantee installments of principal and interest thereon are then specified as payable at Stated Maturity, or (2B) Government Obligations applicable to such Securities, Securities and coupons appertaining thereto and any related Guarantee (determined on the basis of the currency, currencies or currency unit in which such Securities, any Securities and coupons appertaining thereto and any related Guarantee installments of principal and interest thereon are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium, if any) and interest, if any, on such Securities, Securities and any coupons appertaining thereto and any related Guarantee, money in an amountthereto, or (3C) a combination thereof, in any case, in an amount, amount sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trusteeTrustee) to pay and discharge, (i) the principal of (and premium, if any) and interest, if any, on such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee on the Stated Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto. (b2) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer or the Guarantor Company is a party or by which it is bound. (c3) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities, Securities and any coupons appertaining thereto and any related Guarantee shall have occurred and be continuing on the date of such deposit or, insofar as Sections 601(6501(6) and 601(7501(7) are concerned, 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 deemed satisfied until the expiration of such period). (d4) In the case of an election under Section 15021402, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel of outside counsel of recognized standing with respect to federal income tax matters stating that subsequent to the date of this Indenture, (iA) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (iiB) since the date of execution of this Indenture, there has been a change in the applicable Federal federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee will not recognize income, gain or loss for Federal federal income tax purposes as a result of such defeasance and will be subject to Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred. (e5) In the case of an election under Section 15031403, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel of outside counsel of recognized standing with respect to federal income tax matters to the effect that the Holders of such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee will not recognize income, gain or loss for Federal federal income tax purposes as a result of such covenant defeasance and will be subject to Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred. (f6) The Issuer Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1502 1402 or the covenant defeasance under Section 1503 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (iA) as a result of a deposit pursuant to subsection clause (a1) above and the related exercise of the Issuer’s Company's option under Section 1502 1402 or Section 1503 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the IssuerCompany, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (iiB) all necessary registrations under said Act act have been effected. (g7) Such defeasance or covenant defeasance, as the case may be, shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company. (8) Notwithstanding any other provisions of this SectionSection 1404, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer or the Guarantor Company in connection therewith pursuant to Section 301. Any deposits with the Trustee (or other qualifying trustee) referred to in paragraph (1) above shall be made under the terms of an escrow trust agreement in form and substance satisfactory to the Trustee.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions precedent or, as specifically noted below, subsequent, to application of either Section 1502 or Section 1503 to any Outstanding Securities of or within a series, any coupons appertaining thereto series and any related Guaranteecoupons: (a1) The Issuer Company shall have irrevocably have deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 709 607 who shall agree to comply with the provisions of this Article Fifteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security forfor the benefit of, and dedicated solely to, the benefit of the Holders of such Securities, any coupons appertaining thereto Securities and any related Guaranteecoupons, (1A) Dollars in an amount in such currency, currencies or currency unit in which such Securities, any coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Maturityamount, or (2B) U.S. Government Obligations applicable to such Securities, coupons appertaining thereto and any related Guarantee (determined on the basis of the currency, currencies or currency unit in which such Securities, any coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premiumpayment, if any) and interest, if any, on such Securities, any coupons appertaining thereto and any related Guarantee, money Dollars in an amount, or (3C) a combination thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeTrustee (or other qualifying trustee), to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the each installment of principal of (and premium, if any, on) and interest, if any, interest on such Outstanding Securities, any coupons appertaining thereto Securities and any related Guarantee coupons on the Stated Maturity (or Redemption Date, if applicable) of such principal or installment of principal (and premium, if any) or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities, any coupons appertaining thereto and any related Guarantee on the day on which such payments are due and payable in accordance with the terms of this Indenture and Indenture, the Securities of such Securitiesseries and the coupons, if any, appertaining thereto, and (ii) any coupons appertaining thereto mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any related Guaranteecoupons on the due dates thereof. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1102 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (b2) No Default or Event of Default with respect to such Securities or any related coupons shall have occurred and be continuing (A) on the date of such deposit or (B) insofar as paragraphs (6) and (7) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period applicable to the Company in respect of such deposit (it being understood that the condition in this clause (B) is a condition subsequent and shall not be deemed satisfied until the expiration of such period). (3) Such defeasance or covenant defeasance shall not (A) cause the Trustee for the Securities of such series to have a conflicting interest as defined in TIA Section 310(b) or otherwise for purposes of the Trust Indenture Act with respect to any securities of the Company or (B) result in the trust arising from such deposit to constitute, unless it is qualified as, a regulated investment company under the Investment Company Act of 1940, as amended. (4) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer or the Guarantor Company is a party or by which it is bound. (c5) No Event of Default Such defeasance or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities, covenant defeasance shall not cause any coupons appertaining thereto and any related Guarantee shall have occurred and be continuing on the date Securities of such deposit orseries then listed on any registered national securities exchange under the Securities Exchange Act of 1934, insofar as Sections 601(6) and 601(7) are concernedamended, 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 to be deemed satisfied until the expiration of such period)delisted. (d6) In the case of an election under Section 1502, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel stating that (ix) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (iiy) since the date of execution of this Indenture, there has been a change in the applicable Federal federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities, any coupons appertaining thereto Securities of such series and any related Guarantee coupons will not recognize income, gain or loss for Federal federal income tax purposes as a result of such defeasance and will be subject to Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred. (e7) In the case of an election under Section 1503, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the Outstanding Securities of such Outstanding Securities, any coupons appertaining thereto series and any related Guarantee coupons will not recognize income, gain or loss for Federal federal income tax purposes as a result of such covenant defeasance and will be subject to Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred. (f8) Such defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed in connection therewith pursuant to Section 301. (9) The Issuer Company shall have delivered to the Trustee an Officers’ Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent and subsequent provided for in this Indenture relating to either the defeasance under Section 1502 or the covenant defeasance under Section 1503 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection (a) above and the related exercise of the Issuer’s option under Section 1502 or Section 1503 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Issuer, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under said Act have been effectedwith. (g) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer or the Guarantor in connection therewith pursuant to Section 301.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 1502 1402 or Section 1503 1403 to any Outstanding Securities of or within a series, series and any coupons appertaining thereto and any related Guaranteethereto: (a) The Issuer PCS shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 709 607 who shall agree to comply with the provisions of this Article Fifteen Fourteen applicable to it) 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 such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto, (1i) an amount in such currency, currencies or currency unit in which such Securities, Securities and any coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Maturity, or (2ii) Government Obligations applicable to such Securities, Securities and coupons appertaining thereto and any related Guarantee (determined on the basis of the currency, currencies or currency unit in which such Securities, any Securities and coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium, if any) and interest, if any, on such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto, money in an amount, or (3iii) a combination thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, discharge (i) the principal of (and premium, if any) and interest, if any, interest on such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee on the Stated Maturity of such principal (and premium, if any) or installment of principal or interest interest, and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities, Securities and any coupons appertaining thereto thereto; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related Guaranteecoupons. Before such a deposit, PCS may give to the Trustee, in accordance with Section 1102 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of Securities of such series and Article Eleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer or the Guarantor PCS is a party or by which it is bound. (c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities, Securities and any coupons appertaining thereto and any related Guarantee shall have occurred and be continuing on the date of such deposit or, insofar as Sections 601(6501(f) and 601(7501(g) are concerned, 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 deemed satisfied until the expiration of such period). (d) In the case of an election under Section 15021402, the Issuer PCS shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Issuer PCS has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee will not recognize income, gain or loss for Federal income tax purposes as a result of such 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 defeasance had not occurred. (e) In the case of an election under Section 15031403, the Issuer PCS shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee 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. (f) The Issuer PCS shall have delivered to the Trustee an Officers’ Opinion of Counsel in Canada or a ruling from Revenue Canada, Customs, Excise and Taxation to the effect that the Holders of such Outstanding Securities and any related coupons will not recognize income, gain or loss for Canadian federal or provincial income tax or other tax purposes as a result of such defeasance or covenant defeasance and will be subject to Canadian federal or provincial income tax and other tax on the same amounts, in the same manner and at the same times as would have been the case had such defeasance or covenant defeasance not occurred (and for the purposes of such opinion, such Canadian counsel shall assume that Holders of such outstanding Securities include Holders who are not resident in Canada). (g) PCS shall not be an "insolvent person" within the meaning of the Bankruptcy and Insolvency Act (Canada) 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 deemed satisfied until the expiration of such period). (h) PCS shall have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1502 1402 or the covenant defeasance under Section 1503 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection Paragraph (a) above and the related exercise of the Issuer’s PCS's option under Section 1502 1402 or Section 1503 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the IssuerPCS, with respect to the trust funds representing such deposit or by the Trustee for such trust funds funds, or (ii) all necessary registrations under said Act have been effected. (gi) Notwithstanding any other provisions of this SectionSection 1404, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer or the Guarantor PCS in connection therewith pursuant to Section 301.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 1502 15.02 or Section 1503 Section 15.03 to any Outstanding Securities of or within a series, any coupons appertaining thereto series and any related Guaranteecoupons: (a1) The Issuer Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 709 7.08 who shall agree to comply with the provisions of this Article Fifteen applicable to it) 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 such Securities, any coupons appertaining thereto Securities and any related Guaranteecoupons, (1A) an amount (in such currency, currencies or currency unit Currency in which such Securities, any coupons appertaining thereto Securities and any related Guarantee coupons are then specified as payable at Stated Maturity), or (2B) Government Obligations applicable to such Securities, coupons appertaining thereto and any related Guarantee Securities (determined on the basis of the currency, currencies or currency unit Currency in which such Securities, any coupons appertaining thereto and any related Guarantee Securities are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium, if any) , and interest, if any, on under such Securities, any coupons appertaining thereto Securities and any related Guaranteecoupons, money in an amount, or (3C) a combination thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) and interest, if any, on such Outstanding Securities, any coupons appertaining thereto Securities and any related Guarantee coupons on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of principal or interest and interest, if any, (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities, any coupons appertaining thereto Securities and any related Guarantee coupons on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities, any coupons appertaining thereto Securities and any related Guaranteecoupons, and (iii) all amounts due the Trustee under Section 7.07; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, the Company may give to the Trustee, in accordance with Section 12.02 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Twelve hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer or the Guarantor is a party or by which it is bound. (c2) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities, any coupons appertaining thereto and Securities or any related Guarantee coupons shall have occurred and be continuing on the date of such deposit or, insofar as Sections 601(6clauses (7) and 601(7) (8) of Section 6.01 are concerned, 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 deemed satisfied until the expiration of such period). (d3) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. (4) In the case of an election under Section 150215.02, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (ix) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (iiy) since the date of execution of this Indenture, there has been a change in the applicable Federal U.S. federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities, any coupons appertaining thereto Securities and any related Guarantee coupons will not recognize income, gain or loss for Federal U.S. federal income tax purposes as a result of such defeasance and will be subject to Federal U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred. (e5) In the case of an election under Section 150315.03, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel in the United States to the effect that the Holders of such Outstanding Securities, any coupons appertaining thereto and any related Guarantee Securities will not recognize income, gain or loss for Federal U.S. federal income tax purposes as a result of such covenant defeasance and will be subject to Federal U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred. (f6) The Issuer Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1502 or the covenant defeasance under Section 1503 (as the case may be) have been complied with and an Opinion of Counsel in Canada or a ruling from the Canada Revenue Agency to the effect that either (i) the Holders of such Outstanding Securities will not recognize income, gain or loss for Canadian federal, provincial or territorial income tax or other tax purposes as a result of a deposit pursuant such defeasance or covenant defeasance, as applicable, and will be subject to subsection Canadian federal, provincial or territorial income tax and other tax on the same amounts, in the same manner and at the same times as would have been the case had such defeasance or covenant defeasance, as applicable, not occurred (a) above and for the related exercise purposes of such opinion, such Canadian counsel shall assume that Holders of the Issuer’s option under Section 1502 or Section 1503 Securities include Holders who are not resident in Canada). (as the case may be), registration 7) The Company is not required under an "insolvent person" within the Investment Company meaning of the Bankruptcy and Insolvency Act (Canada) on the date of 1940, as amended, by the Issuer, with respect to the trust funds representing such deposit or by at any time during the Trustee for period ending on the 91st day after the date of such trust funds or deposit (ii) all necessary registrations under said Act have been effectedit being understood that this condition shall not be deemed satisfied until the expiration of such period). (g) 8) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer or the Guarantor in connection therewith pursuant to Section 3013.01. (9) The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for, relating to either the defeasance under Section 15.02 or the covenant defeasance under Section 15.03 (as the case may be), have been complied with.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 1502 1402 or Section 1503 1403 to any Outstanding Securities of or within a series, series and any coupons appertaining thereto and any related Guaranteethereto: (a) The Issuer Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 709 607 who shall agree to comply with the provisions of this Article Fifteen Fourteen applicable to it) 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 such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto, (1) an amount in such currency, currencies or currency unit in which such Securities, Securities and any coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Maturity, or (2) Government Obligations applicable to such Securities, Securities and coupons appertaining thereto and any related Guarantee (determined on the basis of the currency, currencies or currency unit in which such Securities, any Securities and coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with 76 83 their terms will provide, not later than one day before the due date of any payment of principal of (and premiumpremium or Make-Whole Amount, if any) and interest, if any, on such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto, money in an amount, or (3) a combination thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premiumpremium or Make-Whole Amount, if any) and interest, if any, on such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee on the Stated Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer or the Guarantor Company is a party or by which it is bound. (c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities, Securities and any coupons appertaining thereto and any related Guarantee shall have occurred and be continuing on the date of such deposit or, insofar as Sections 601(6501(6) and 601(7501(7) are concerned, 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 deemed satisfied until the expiration of such period). (d) In the case of an election under Section 15021402, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee will not recognize income, gain or loss for Federal income tax purposes as a result of such 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 defeasance had not occurred. (e) In the case of an election under Section 15031403, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee 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. (f) The Issuer Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1502 1402 or the covenant defeasance under Section 1503 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection (a) above and the related exercise of the Issuer’s Company's option under Section 1502 1402 or Section 1503 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the IssuerCompany, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under said Act have been effected. (g) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer or the Guarantor Company in connection therewith pursuant to Section 301.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 1502 14.2 or Section 1503 14.3 to any Outstanding Securities of or within a series, series and any coupons appertaining thereto and any related Guaranteethereto: (a) The Issuer Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 709 6.7 who shall agree to comply with the provisions of this Article Fifteen Fourteen applicable to it) 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 such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto, (1A) an amount in such currency, currencies or currency unit or composite currency in which such Securities, Securities and any coupons appertaining thereto and any related Guarantee installments of principal and interest thereon are then specified as payable at Stated Maturity, or (2B) Government Obligations applicable to such Securities, Securities and coupons appertaining thereto and any related Guarantee (determined on the basis of the currency, currencies or currency unit in which such Securities, any Securities and coupons appertaining thereto and any related Guarantee installments of principal and interest thereon are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium, if any) and interest, if any, on such Securities, Securities and any coupons appertaining thereto and any related Guarantee, money in an amountthereto, or (3C) a combination thereof, in any case, in an amount, amount sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trusteeTrustee) to pay and discharge, (i) the principal of (and premium, if any) and interest, if any, on such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee on the Stated Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer or the Guarantor Company is a party or by which it is bound. (c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities, Securities and any coupons appertaining thereto and any related Guarantee shall have occurred and be continuing on the date of such deposit or, insofar as Sections 601(65.1(e) and 601(75.1(f) are concerned, 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 deemed satisfied until the expiration of such period). (d) In the case of an election under Section 150214.2, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel of outside counsel of recognized standing with respect to federal income tax matters stating that subsequent to the date of this Indenture, (iA) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (iiB) since the date of execution of this Indenture, there has been a change in the applicable Federal federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee will not recognize income, gain or loss for Federal federal income tax purposes as a result of such defeasance and will be subject to Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred. (e) In the case of an election under Section 150314.3, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel of outside counsel of recognized standing with respect to federal income tax matters to the effect that the Holders of such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee will not recognize income, gain or loss for Federal federal income tax purposes as a result of such covenant defeasance and will be subject to Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred. (f) The Issuer Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1502 14.2 or the covenant defeasance under Section 1503 14.3 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (iA) as a result of a deposit pursuant to subsection paragraph (a) above and the related exercise of the Issuer’s Company's option under Section 1502 14.2 or Section 1503 14.3 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the IssuerCompany, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (iiB) all necessary registrations under said Act act have been effected. (g) Such defeasance or covenant defeasance, as the case may be, shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company. (h) Notwithstanding any other provisions of this SectionSection 14.4, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer or the Guarantor Company in connection therewith pursuant to Section 3013.1. Any deposits with the Trustee (or other qualifying trustee) referred to in paragraph (a) above shall be made under the terms of an escrow trust agreement in form and substance satisfactory to the Trustee.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 1502 14.02 or Section 1503 14.03 to any Outstanding Securities of or within a series, any coupons appertaining thereto series and any related Guaranteecoupons: (a1) The Issuer Company shall irrevocably have deposited or caused to be deposited with the either Trustee (or another trustee satisfying the requirements of Section 709 6.08 who shall agree to comply with the provisions of this Article Fifteen Fourteen applicable to it) 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 such Securities, any coupons appertaining thereto Securities and any related Guaranteecoupons, (1A) an amount (in such currency, currencies or currency unit Currency in which such Securities, any coupons appertaining thereto Securities and any related Guarantee coupons are then specified as payable at Stated Maturity), or (2B) Government Obligations applicable to such Securities, coupons appertaining thereto and any related Guarantee Securities (determined on the basis of the currency, currencies or currency unit Currency in which such Securities, any coupons appertaining thereto and any related Guarantee Securities are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of and premium (and premium, if any) and interest, interest (if any, on ) under such Securities, any coupons appertaining thereto Securities and any related Guaranteecoupons, money in an amount, or (3C) a combination thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeTrustees, to pay and discharge, and which shall be applied by the Trustee Trustees (or other qualifying trusteeanother trustee satisfying the requirements of Section 6.08 who shall agree to comply with the provisions of this Article Fourteen) to pay and discharge, (i) the principal of of, premium (and premium, if any) and interest, interest (if any, ) on such Outstanding Securities, any coupons appertaining thereto Securities and any related Guarantee coupons on the Stated Maturity (or Redemption Date, if applicable) of such principal of, premium (if any) or installment of principal or interest and (if any), (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities, any coupons appertaining thereto Securities and any related Guarantee coupons on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities, any coupons appertaining thereto Securities and any related Guaranteecoupons, and (iii) all amounts due the Trustees under Section 6.07; provided that the Trustees shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, the Company may give to the Trustees, in accordance with Section 11.02, a notice of its election to redeem all or any portion of such Securities at a future date in accordance with the terms of such Securities and Article Eleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer or the Guarantor is a party or by which it is bound. (c2) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities, any coupons appertaining thereto and Securities or any related Guarantee coupons shall have occurred and be continuing on the date of such deposit or, insofar as Sections 601(6clauses (5) and 601(7(6) of Section 5.01 are concerned, 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 deemed satisfied until the expiration of such period). (d3) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default or an Event of Default under, this Indenture or any default under any material agreement or instrument to which the Company is a party or by which it is bound. (4) In the case of an election under Section 150214.02, the Issuer Company shall have delivered to the Trustee Trustees an Opinion of Counsel in the United States stating that (ix) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities, any coupons appertaining thereto and any related Guarantee will not recognize income, gain or loss for Federal income tax purposes as a result of such 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 defeasance had not occurred. (e) In the case of an election under Section 1503, the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities, any coupons appertaining thereto and any related Guarantee 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. (f) The Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1502 or the covenant defeasance under Section 1503 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection (a) above and the related exercise of the Issuer’s option under Section 1502 or Section 1503 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Issuer, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under said Act have been effected. (g) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer or the Guarantor in connection therewith pursuant to Section 301.or

Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of either Section 1502 1402 or Section 1503 1403 to any Outstanding Securities of or within a series, any coupons appertaining thereto and any related Guaranteecoupons: (a1) The Issuer Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 709 609 who shall agree to comply with the provisions of this Article Fifteen Fourteen applicable to it) 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 such Securities, any coupons appertaining thereto Securities and any related Guaranteecoupons, (1A) an amount (in such currency, currencies or currency unit in which such Securities, any coupons appertaining thereto Securities and any related Guarantee coupons are then specified as payable at Stated Maturity), or (2B) Government Obligations applicable to such Securities, coupons appertaining thereto and any related Guarantee Securities (determined on the basis of the currency, currencies or currency unit units in which such Securities, any coupons appertaining thereto and any related Guarantee Securities are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and including any premium, if any) and interest, if any, on under such Securities, any coupons appertaining thereto Securities and any related Guaranteecoupons, money in an amount, or (3C) a combination thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) and interest, if any, interest on such Outstanding Securities, any coupons appertaining thereto Securities and any related Guarantee coupons on the Stated Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities, any coupons appertaining thereto Securities and any related Guarantee coupons on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities, any coupons appertaining thereto Securities and any related Guaranteecoupons. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer or the Guarantor is a party or by which it is bound. (c2) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities, any coupons appertaining thereto Securities and any related Guarantee coupons shall have occurred and be continuing on the date of such deposit or, insofar as Sections 601(6subsections 501(4) and 601(7(5) are concerned, 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 deemed satisfied until the expiration of such period). (d3) In Such defeasance or covenant defeasance shall not cause the Trustee for such Securities to have a conflicting interest as defined in Section 608 and for purposes of the Trust Indenture Act with respect to any securities of the Company. (4) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. (5) If, but only if, specified pursuant to Section 301 as being required with respect to the Securities and any related coupons that are the subject of defeasance, in the case of an election under Section 15021402, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel stating that (ix) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (iiy) since the date of execution of this IndentureApril 1, 1990 there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities, any coupons appertaining thereto Securities and any related Guarantee coupons will not recognize income, gain or loss for Federal income tax purposes as a result of such 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 defeasance had not occurred. (e6) In If, but only if, specified pursuant to Section 301 as being required with respect to the Securities and any related coupons that are the subject of covenant defeasance, in the case of an election under Section 15031403, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities, any coupons appertaining thereto Securities and any related Guarantee coupons 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. (f7) Such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations in connection therewith pursuant to Section 301. (8) The Issuer Company shall have delivered to the Trustee an Officers’ Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the defeasance under Section 1502 1402 or the covenant defeasance under Section 1503 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection (aSection 1404(1) above and the related exercise of the Issuer’s Company's option under Section 1502 1402 or Section 1503 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the IssuerCompany, with respect to the trust funds representing such deposit or by the Trustee trustee for such trust funds or (ii) all necessary registrations under said Act have been effected. (g) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer or the Guarantor in connection therewith pursuant to Section 301.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 1502 1402 or Section 1503 1403 to any Outstanding Securities of or within a series, series and any coupons appertaining thereto and any related Guaranteethereto: (a) The Issuer Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 709 607 who shall agree to comply with the provisions of this Article Fifteen Fourteen applicable to it) 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 such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto, (1) an amount (in such currency, currencies or currency unit Currency in which such Securities, Securities and any coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Maturity), or (2) Government Obligations applicable to (payable in the Currency in which such Securities, Securities and coupons appertaining thereto and any related Guarantee (determined on the basis of the currency, currencies or currency unit in which such Securities, any coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium, if any) and interest, if any, on such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto, money in an amount, or (3) a combination thereof, in any case, thereof in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants or nationally recognized independent investment banking firm expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) and interest, if any, on such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee on the Stated Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer or the Guarantor Company is a party or by which it is bound. (c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities, Securities and any coupons appertaining thereto and any related Guarantee shall have occurred and be continuing on the date of such deposit or, insofar as Sections 601(6clauses (5) and 601(7or (6) of Subsection 501(a) are concerned, 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 deemed satisfied until the expiration of such period). (d) In the case of an election under Section 15021402, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel stating that (i1) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii2) since the date of execution of this Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such defeasance and will be subject to U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred. (e) In the case of an election under Section 15031403, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred. (f) The Issuer Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1502 1402 or the covenant defeasance under Section 1503 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i1) as a result of a deposit pursuant to subsection Subsection (a) above of this Section and the related exercise of the Issuer’s Company's option under Section 1502 1402 or Section 1503 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the IssuerCompany, with respect to the trust funds representing such deposit or by the Trustee trustee for such trust funds or (ii2) all necessary registrations under said Act have been effected. (g) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer or the Guarantor Company in connection therewith pursuant to Section 301.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 1502 1402 or Section 1503 1403 to any Outstanding Securities of or within a series, series and any coupons appertaining thereto and any related Guaranteethereto: (a) The Issuer Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 709 607 who shall agree to comply with the provisions of this Article Fifteen Fourteen applicable to it) 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 such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto, (1) an amount in such currency, currencies or currency unit in which such Securities, Securities and any coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Maturity, or (2) Government Obligations applicable to such Securities, Securities and coupons appertaining thereto and any related Guarantee (determined on the basis of the currency, currencies or currency unit in which such Securities, any Securities and coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premiumpremium or Make-Whole Amount, if any) and interest, if any, on such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto, money in an amount, or (3) a combination thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premiumpremium or Make-Whole Amount, if any) and interest, if any, on such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee on the Stated Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities, Securities and any coupons appertaining thereto and any related Guarantee.thereto. 76 (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer or the Guarantor Company is a party or by which it is bound. (c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities, Securities and any coupons appertaining thereto and any related Guarantee shall have occurred and be continuing on the date of such deposit or, insofar as Sections 601(6501(6) and 601(7501(7) are concerned, 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 deemed satisfied until the expiration of such period). (d) In the case of an election under Section 15021402, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee will not recognize income, gain or loss for Federal income tax purposes as a result of such 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 defeasance had not occurred. (e) In the case of an election under Section 15031403, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee 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. (f) The Issuer Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1502 1402 or the covenant defeasance under Section 1503 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection (a) above and the related exercise of the Issuer’s Company's option under Section 1502 1402 or Section 1503 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the IssuerCompany, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under said Act have been effected. (g) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer or the Guarantor Company in connection therewith pursuant to Section 301.. 77

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 1502 1402 or Section 1503 1403 to any Outstanding Securities of or within a series, any coupons appertaining thereto and any related Guarantee: (a) The Issuer Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 709 607 who shall agree to comply with the provisions of this Article Fifteen Fourteen applicable to it) 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 such Securities, any coupons appertaining thereto and any related Guarantee, (1) an amount in such currency, currencies or currency unit in which such Securities, any coupons appertaining thereto and any related Guarantee Securities are then specified as payable at Stated Maturity, or (2) Government Obligations applicable to such Securities, coupons appertaining thereto and any related Guarantee Securities (determined on the basis of the currency, currencies or currency unit in which such Securities, any coupons appertaining thereto and any related Guarantee Securities are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premiumpremium or Make-Whole Amount, if any) and interest, if any, on such Securities, any coupons appertaining thereto and any related Guarantee, money in an amount, or (3) a combination thereof, in any case, thereof in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premiumpremium or Make-Whole Amount, if any) and interest, if any, on such Outstanding Securities, any coupons appertaining thereto and any related Guarantee Securities on the Stated Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities, any coupons appertaining thereto and any related Guarantee Securities on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities; provided, that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1102 hereof, a notice of its election to redeem all or any coupons appertaining thereto portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and any related GuaranteeArticle Eleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer or the Guarantor Company is a party or by which it is boundbound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 310(b) of the TIA with respect to any Security of the Company). (c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities, any coupons appertaining thereto and any related Guarantee Securities shall have occurred and be continuing on the date of such deposit or, insofar as Sections 601(6501(7) and 601(7501(8) are concerned, 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 deemed satisfied until the expiration of such period). (d) In the case of an election under Section 15021402, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities, any coupons appertaining thereto and any related Guarantee Securities will not recognize income, gain or loss for Federal income tax purposes as a result of such 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 defeasance had not occurred. (e) In the case of an election under Section 15031403, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities, any coupons appertaining thereto and any related Guarantee Securities 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. (f) The Issuer Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1502 1402 or the covenant defeasance under Section 1503 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection (a) above and the related exercise of the Issuer’s Company's option under Section 1502 1402 or Section 1503 1403 (as the case may be), ) registration is not required under the Investment Company Act of 1940, as amended, by the IssuerCompany, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under said Act have been effected. (g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally. (h) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer or the Guarantor Company in connection therewith pursuant to Section 301.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 1502 1402 or Section 1503 1403 to any Outstanding Debt Securities of or within a series, series and any coupons appertaining thereto and any related Guaranteethereto: (a) The Issuer Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 709 607 who shall agree to comply with the provisions of this Article Fifteen Fourteen applicable to it) 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 such Securities, Debt Securities and any coupons appertaining thereto and any related Guaranteethereto, (1) an amount in such currency, currencies or currency unit in which such Securities, Debt Securities and any coupons appertaining thereto and any related Guarantee are then specified as payable at Stated MaturityMaturity or, if such defeasance or covenant defeasance is to be effected in compliance with subsection (f) below, on the relevant Redemption Date, as the case may be, or (2) Government Obligations applicable to such Securities, Debt Securities and coupons appertaining thereto and any related Guarantee (determined on the basis of the currency, currencies or currency unit in which such Securities, any Debt Securities and coupons appertaining thereto and any related Guarantee are then specified as payable at Stated MaturityMaturity or the applicable Redemption Date, as the case may be) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium, if any) and interest, if any, on such Securities, Debt Securities and any coupons appertaining thereto and any related Guaranteethereto, money in an amount, or (3) a combination thereof, in any case, in an amount, amount sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) and interest, if any, on such Outstanding Securities, Debt Securities and any coupons appertaining thereto and any related Guarantee on the Stated Maturity of such principal or installment of principal or interest or the applicable Redemption Date, as the case may be, and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities, Debt Securities and any coupons appertaining thereto and any related Guarantee on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities, Debt Securities and any coupons appertaining thereto and any related Guaranteethereto. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer or the Guarantor Company is a party or by which it is bound. (c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities, Debt Securities and any coupons appertaining thereto and any related Guarantee shall have occurred and be continuing on the date of such deposit or, insofar as Sections 601(6501(6) and 601(7501(7) are concerned, 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 deemed satisfied until the expiration of such period). (d) In the case of an election under Section 15021402, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities, Debt Securities and any coupons appertaining thereto and any related Guarantee will not recognize income, gain or loss for Federal income tax purposes as a result of such 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 defeasance had not occurred. (e) In the case of an election under Section 15031403, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities, Debt Securities and any coupons appertaining thereto and any related Guarantee 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. (f) If the monies or Government Obligations or combination thereof, as the case may be, deposited under subsection (a) above are sufficient to pay the principal of, and premium, if any, and interest, if any, on such Debt Securities provided such Debt Securities are redeemed on a particular Redemption Date, the Company shall have given the Trustee irrevocable instructions to redeem such Debt Securities on such date and to provide notice of such redemption to Holders as provided in or pursuant to this Indenture. (g) The Issuer Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1502 1402 or the covenant defeasance under Section 1503 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) that, as a result of a deposit pursuant to subsection (a) above and the related exercise of the Issuer’s Company's option under Section 1502 1402 or Section 1503 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the IssuerCompany, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under said Act have been effectedfunds. (gh) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer or the Guarantor Company in connection therewith pursuant to Section 301.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 1502 1402 or Section 1503 1403 to any Outstanding Securities of or within a series, series and any coupons appertaining thereto and any related Guaranteethereto: (a) The Issuer Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 709 607 who shall agree to comply with the provisions of this Article Fifteen Fourteen applicable to it) 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 such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto, (1) an amount (in such currency, currencies or currency unit in which such Securities, Securities and any coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Maturity), or (2) Government Obligations applicable to such Securities, Securities and coupons appertaining thereto and any related Guarantee (determined on the basis of the currency, currencies or currency unit in which such Securities, any Securities and coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium, if any) and interest, if any, on such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto, money in an amount, or (3) a combination thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) and interest, if any, on such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee on the Stated Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer or the Guarantor Company is a party or by which it is bound. (c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities, Securities and any coupons appertaining thereto and any related Guarantee shall have occurred and be continuing on the date of such deposit or, insofar as Sections 601(6501(6) and 601(7501(7) are concerned, 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 deemed satisfied until the expiration of such period). (d) In the case of an election under Section 15021402, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee will not recognize income, gain or loss for Federal income tax purposes as a result of such 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 defeasance had not occurred. (e) In the case of an election under Section 15031403, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee 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. (f) The Issuer Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1502 1402 or the covenant defeasance under Section 1503 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection (a) above and the related exercise of the Issuer’s Company's option under Section 1502 1402 or Section 1503 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the IssuerCompany, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under said Act have been effected. (g) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer or the Guarantor Company in connection therewith pursuant to Section 301.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 1502 1402 or Section 1503 1403 to any Outstanding Securities of or within a series, series and any coupons appertaining thereto and any related Guaranteethereto: (a) The Issuer Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 709 who shall agree to comply with the provisions of this Article Fifteen applicable to it) 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 such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto, (1) an amount in such currency, currencies or currency unit in which such Securities, Securities and any coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Maturity, or (2) Government Obligations applicable to such Securities, Securities and coupons appertaining thereto and any related Guarantee (determined on the basis of the currency, currencies or currency unit in which such Securities, any Securities and coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium, if any) and interestinterest and Additional Amounts, if any, on such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto, money in an amount, or (3) a combination thereof, in any case, thereof in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) and interest, if any, on such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee on the Stated Maturity of such principal or installment of principal or interest or on a Redemption Date therefor and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities, Securities and any coupons appertaining thereto thereto; provided, that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1102 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and any related GuaranteeArticle Eleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer or the Guarantor Company is a party or by which it is boundbound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 310(b) of the TIA with respect to any Security of the Company). (c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities, Securities and any coupons appertaining thereto and any related Guarantee shall have occurred and be continuing on the date of such deposit or, insofar as Sections 601(6501(5) and 601(7501(6) are concerned, 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 deemed satisfied until the expiration of such period). (d) In the case of an election under Section 15021402, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee will not recognize income, gain or loss for Federal income tax purposes as a result of such 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 defeasance had not occurred. (e) In the case of an election under Section 15031403, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee 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. (f) The Issuer Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1502 1402 or the covenant defeasance under Section 1503 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection (a) above and the related exercise of the Issuer’s Company's option under Section 1502 1402 or Section 1503 1403 (as the case may be), ) registration is not required under the Investment Company Act of 1940, as amended, by the IssuerCompany, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under said Act have been effected. (g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally. (h) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer or the Guarantor Company in connection therewith pursuant to Section 301.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 1502 1402 or Section 1503 1403 to any Outstanding Securities of or within a series, any coupons appertaining thereto series and any related Guaranteecoupons: (a1) The Issuer Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 709 607 who shall agree to comply with the provisions of this Article Fifteen Fourteen applicable to it) 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 such Securities, any coupons appertaining thereto Securities and any related Guaranteecoupons, (1A) an amount (in such currency, currencies or currency unit Currency in which such Securities, any coupons appertaining thereto Securities and any related Guarantee coupons are then specified as payable at Stated Maturity), or (2B) Government Obligations applicable to such Securities, coupons appertaining thereto and any related Guarantee Securities (determined on the basis of the currency, currencies or currency unit Currency in which such Securities, any coupons appertaining thereto and any related Guarantee Securities are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium, if any) , and interest, if any, on under such Securities, any coupons appertaining thereto Securities and any related Guaranteecoupons, money in an amount, or (3C) a combination thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) and interest, if any, on such Outstanding Securities, any coupons appertaining thereto Securities and any related Guarantee coupons on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of principal or interest interest, if any, and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities, any coupons appertaining thereto Securities and any related Guarantee coupons on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities, any coupons appertaining thereto Securities and any related Guaranteecoupons; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1102 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer or the Guarantor is a party or by which it is bound. (c2) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities, any coupons appertaining thereto and Securities or any related Guarantee coupons shall have occurred and be continuing on the date of such deposit or, insofar as Sections 601(6paragraphs (5) and 601(7(6) of Section 501 are concerned, 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 deemed satisfied until the expiration of such period). (d3) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. (4) In the case of an election under Section 15021402, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (ix) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (iiy) since the date of execution of this Indenture, there has been a change in the applicable Federal U.S. federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities, any coupons appertaining thereto Securities and any related Guarantee coupons will not recognize income, gain or loss for Federal federal income tax purposes as a result of such defeasance and will be subject to Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred. (e5) In the case of an election under Section 15031403, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities, any coupons appertaining thereto Securities and any related Guarantee coupons will not recognize income, gain or loss for Federal federal income tax purposes as a result of such covenant defeasance and will be subject to Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred. (f) The Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1502 or the covenant defeasance under Section 1503 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection (a) above and the related exercise of the Issuer’s option under Section 1502 or Section 1503 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Issuer, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under said Act have been effected. (g6) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer or the Guarantor in connection therewith pursuant to Section 301. (7) The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with. (8) Either the Company has delivered to the Trustee an Opinion of Counsel in Canada or a ruling from Canada Customs and Revenue Agency to the effect that the Holders of such Outstanding Securities will not recognize income, gain or loss for Canadian federal, provincial or territorial income tax or other tax purpose as a result of such defeasance or covenant defeasance and will be subject to Canadian federal or provincial income tax and other tax on the same amounts, in the same manner and at the same times as would have been the case had such defeasance not occurred (and for the purposes of such opinion, such Canadian counsel shall assume that Holders of the Securities include Holders who are not resident in Canada). (9) The Company is not an "insolvent person" within the meaning of the Bankruptcy and Insolvency Act (Canada) 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 deemed satisfied until the expiration of such period).

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 1502 14.2 or Section 1503 14.3 to any Outstanding Securities of or within a series, any coupons appertaining thereto series and any related Guaranteecoupons: (a1) The Issuer Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 709 6.7 who shall agree to comply with the provisions of this Article Fifteen Fourteen applicable to it) 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 such Securities, any coupons appertaining thereto Securities and any related Guaranteecoupons, (1A) an amount (in such currency, currencies or currency unit Currency in which such Securities, any coupons appertaining thereto Securities and any related Guarantee coupons are then specified as payable at Stated Maturity), or (2B) Government Obligations applicable to such Securities, coupons appertaining thereto and any related Guarantee Securities (determined on the basis of the currency, currencies or currency unit Currency in which such Securities, any coupons appertaining thereto and any related Guarantee Securities are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium, if any) , and interest, if any, on under such Securities, any coupons appertaining thereto Securities and any related Guaranteecoupons, money in an amount, or (3C) a combination thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) and interest, if any, on such Outstanding Securities, any coupons appertaining thereto Securities and any related Guarantee coupons on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of principal or interest interest, if any, and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities, any coupons appertaining thereto Securities and any related Guarantee coupons on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities, any coupons appertaining thereto Securities and any related Guaranteecoupons; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, the Company may give to the Trustee, in accordance with Section 11.2 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer or the Guarantor is a party or by which it is bound. (c2) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities, any coupons appertaining thereto and Securities or any related Guarantee coupons shall have occurred and be continuing on the date of such deposit or, insofar as Sections 601(6) and 601(7Section 5.1(7) are concerned, 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 deemed satisfied until the expiration of such period). (d3) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound. (4) In the case of an election under Section 150214.2, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel stating that (ix) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (iiy) since the date of execution of this Indenture, there has been a change in the applicable Federal federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities, any coupons appertaining thereto Securities and any related Guarantee coupons will not recognize income, gain or loss for Federal federal income tax purposes as a result of such election and such defeasance and will be subject to Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the deposit and such defeasance had not occurred. (e5) In the case of an election under Section 150314.3, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities, any coupons appertaining thereto Securities and any related Guarantee coupons will not recognize income, gain or loss for Federal federal income tax purposes as a result of such covenant defeasance and will be subject to Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the deposit and such covenant defeasance had not occurred. (f) The Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1502 or the covenant defeasance under Section 1503 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection (a) above and the related exercise of the Issuer’s option under Section 1502 or Section 1503 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Issuer, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under said Act have been effected. (g6) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer or the Guarantor in connection therewith pursuant to Section 3013.1. (7) The Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the defeasance under Section 14.2 or the covenant defeasance under Section 14.3 (as the case may be) have been complied with.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 1502 1402 or Section 1503 1403 to any Outstanding Securities of or within a series, any coupons appertaining thereto series and any related Guaranteecoupons: (a1) The Issuer Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 709 608 who shall agree to comply with the provisions of this Article Fifteen Fourteen applicable to it) 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 such Securities, any coupons appertaining thereto Securities and any related Guaranteecoupons, (1A) an amount (in such currency, currencies or currency unit Currency in which such Securities, any coupons appertaining thereto Securities and any related Guarantee coupons are then specified as payable at Stated Maturity), or (2B) Government Obligations applicable to such Securities, coupons appertaining thereto and any related Guarantee Securities (determined on the basis of the currency, currencies or currency unit Currency in which such Securities, any coupons appertaining thereto and any related Guarantee Securities are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium, if any) ), and interest, if any, on under such Securities, any coupons appertaining thereto Securities and any related Guaranteecoupons, money in an amount, or (3C) a combination thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants (which shall be expressed in a written certification thereof delivered to the Company, that is attached to an Officer's Certificate delivered to the Trustee), to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) and interest, if any, on such Outstanding Securities, any coupons appertaining thereto Securities and any related Guarantee coupons on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of principal or interest interest, if any, and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities, any coupons appertaining thereto Securities and any related Guarantee coupons on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities, any coupons appertaining thereto Securities and any related Guaranteecoupons; PROVIDED that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1102 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer or the Guarantor is a party or by which it is bound. (c2) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities, any coupons appertaining thereto and Securities or any related Guarantee coupons shall have occurred and be continuing on the date of such deposit or, insofar as Sections 601(6paragraphs (5) and 601(7(6) of Section 501 are concerned, 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 deemed satisfied until the expiration of such period). (d3) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. (4) In the case of an election under Section 15021402, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (ix) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (iiy) since the date of execution of this Indenture, there has been a change in the applicable Federal U.S. federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities, any coupons appertaining thereto Securities and any related Guarantee coupons will not recognize income, gain or loss for Federal federal income tax purposes as a result of such defeasance and will be subject to Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred. (e5) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations in connection therewith pursuant to Section 301. (6) The Company shall have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with. (7) In the case of an election under Section 15031403, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel in the United States to the effect that the Holders of such Outstanding Securities, any coupons appertaining thereto and any related Guarantee Securities will not recognize income, gain or loss for Federal U.S. federal income tax purposes as a result of such covenant defeasance and will be subject to Federal U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred. (f) The Issuer shall have 8) Either the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent Counsel in Canada or a ruling from Canada Revenue Agency to the effect that the Holders of such Outstanding Securities will not recognize income, gain or loss for Canadian federal or provincial income tax or other tax purpose as a result of such defeasance under Section 1502 or the covenant defeasance under Section 1503 (and will be subject to Canadian federal or provincial income tax and other tax on the same amounts, in the same manner and at the same times as would have been the case may behad such defeasance not occurred (and for the purposes of such opinion, such Canadian counsel shall assume that Holders of the Securities include Holders who are not resident in Canada). (9) have been complied with and The Company is not an "insolvent person" within the meaning of the BANKRUPTCY AND INSOLVENCY ACT (Canada) 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 deemed satisfied until the expiration of such period). (10) The Company has delivered to the Trustee an Opinion of Counsel to the effect that either (i) as a result of a such deposit pursuant shall not cause the Trustee or the trust so created to subsection (a) above and the related exercise of the Issuer’s option under Section 1502 or Section 1503 (as the case may be), registration is not required under be subject to the Investment Company Act of 1940, as amended, by the Issuer, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under said Act have been effected. (g) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer or the Guarantor in connection therewith pursuant to Section 301.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 1502 1402 or Section 1503 1403 to any Outstanding Securities of or within a series, series and any coupons appertaining thereto and any related Guaranteethereto: (a) The Issuer Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 709 607 who shall agree to comply with the provisions of this Article Fifteen Fourteen applicable to it) 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 such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto, (1) an amount in such currency, currencies or currency unit in which such Securities, Securities and any coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Maturity, or (2) Government Obligations applicable to such Securities, Securities and coupons appertaining thereto and any related Guarantee (determined on the basis of the currency, currencies or currency unit in which such Securities, any Securities and coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Sated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their the terms will provide, not later than one day before the due date of any payment of principal of (and premiumpremium or Make-Whole Amount, if any) and interest, if any, on such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto, money in an amount, or (3) a combination thereof, in any case, in an amount, sufficient, sufficient without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premiumpremium or Make-Whole Amount, if any) and interest, if any, on such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee on the Stated Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer or the Guarantor Company is a party or by which it is bound. (c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities, Securities and any coupons appertaining thereto and any related Guarantee shall have occurred and be continuing on the date of such deposit or, insofar as Sections 601(6501(6) and 601(7501(7) are concerned, 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 deemed satisfied until the expiration of such period). (d) In the case of an election under Section 15021402, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee will not recognize income, gain or loss for Federal income tax purposes as a result of such 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 defeasance had not occurred. (e) In the case of an election under Section 15031403, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee 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. (f) The Issuer Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1502 1402 or the covenant defeasance under Section 1503 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection (a) above and the related exercise of the Issuer’s Company's option under Section 1502 1402 or Section 1503 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the IssuerCompany, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under said Act have been effected. (g) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer or the Guarantor Company in connection therewith pursuant to Section 301.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of Section 1502 1302 or Section 1503 1303 to any Outstanding Securities or any series of or within a seriesSecurities, any coupons appertaining thereto and any related Guaranteeas the case may be: (a1) The Issuer Corporation shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 709 who shall agree to comply with the provisions of this Article Fifteen applicable to it) 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 such Securities, any coupons appertaining thereto and any related Guarantee, (1A) money in an amount in such currency, currencies or currency unit in which such Securities, any coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Maturityamount, or (2B) Government Obligations applicable to such Securities, coupons appertaining thereto and any related Guarantee (determined on the basis of the currency, currencies or currency unit in which such Securities, any coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium, if any) and interest, if any, on such Securities, any coupons appertaining thereto and any related Guaranteepayment, money in an amount, or (3C) a combination thereof, in any casesufficient, in an amount, sufficient, without consideration the case of any reinvestment of such principal and interest(B) or (C), in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) any premium and interest, if any, interest on such Outstanding Securities, any coupons appertaining thereto and any related Guarantee Securities on the respective Stated Maturity of such principal Maturities or installment of principal or interest and on any Redemption Date established pursuant to Clause (ii3) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securitiesbelow, any coupons appertaining thereto and any related Guarantee on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities. As used herein, "Government Obligation" means (x) any coupons appertaining thereto and any related Guarantee. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to security which the Issuer or the Guarantor is a party or by which it is bound. (c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities, any coupons appertaining thereto and any related Guarantee shall have occurred and be continuing on the date of such deposit or, insofar as Sections 601(6) and 601(7) are concerned, 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 deemed satisfied until the expiration of such period). (d) In the case of an election under Section 1502, the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (i) a --------------------- direct obligation of the Issuer has received fromUnited States of America or the government which issued the foreign currency in which such Securities are payable, or there has been published by, for the Internal Revenue Service a ruling, payment of which its full faith and credit is pledged or (ii) since an obligation of a Person controlled or supervised by and acting as an agency or instrumentality of the date United States of execution America or such government which issued the foreign currency in which such Securities are payable, the payment of this Indenturewhich is unconditionally guaranteed as a full faith and credit obligation by the United States of America or such other government, there has been a change in the applicable Federal income tax lawwhich, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities, any coupons appertaining thereto and any related Guarantee will not recognize income, gain or loss for Federal income tax purposes as a result of such 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 defeasance had not occurred. (e) In the case of an election under Section 1503, the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities, any coupons appertaining thereto and any related Guarantee 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. (f) The Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1502 or the covenant defeasance under Section 1503 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) or (ii), is not callable or redeemable at the option of the issuer thereof, and (y) any depositary receipt issued by a bank (as a result defined in Section 3(a)(2) of a deposit pursuant the Securities Act) as custodian with respect to subsection any Government Obligation which is specified in clause (ax) above and held by such bank for the related exercise account of the Issuer’s option under Section 1502 holder of such depositary receipt, or Section 1503 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Issuer, with respect to any specific payment of principal of or interest on any Government Obligation which is so specified and held, provided that (except -------- as required by law) such custodian is not authorized to make any deduction from the trust funds representing amount payable to the holder of such deposit or depositary receipt from any amount received by the Trustee for such trust funds or (ii) all necessary registrations under said Act have been effected. (g) Notwithstanding any other provisions custodian in respect of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer Government Obligation or the Guarantor in connection therewith pursuant to Section 301specific payment of principal or interest evidenced by such depositary receipt.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 1502 or Section 1503 to any Outstanding Securities of or within a series, any coupons appertaining thereto and any related Guarantee: (a1) The Issuer Company or any Guarantor shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 709 607 who shall agree to comply with the provisions of this Article Fifteen applicable to it) 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 such Securities, any coupons appertaining thereto and any related Guarantee, (1A) an amount (in such currency, currencies or currency unit Currency in which such Securities, any coupons appertaining thereto and any related Guarantee Securities are then specified as payable at Stated Maturity), or (2B) Government Obligations applicable to such Securities, coupons appertaining thereto and any related Guarantee Securities (determined on the basis of the currency, currencies or currency unit Currency in which such Securities, any coupons appertaining thereto and any related Guarantee Securities are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium, if any) , and interest, if any, on under such Securities, any coupons appertaining thereto and any related Guarantee, money in an amount, or (3C) a combination thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) and interest, if any, on such Outstanding Securities, any coupons appertaining thereto and any related Guarantee Securities on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of principal or interest interest, if any, and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities, any coupons appertaining thereto and any related Guarantee Securities on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1102 hereof, a notice of its election to redeem all or any coupons appertaining thereto portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and any related GuaranteeArticle Eleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer or the Guarantor is a party or by which it is bound. (c2) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities, any coupons appertaining thereto and any related Guarantee Securities shall have occurred and be continuing on the date of such deposit or, insofar as Sections 601(6paragraphs (8) and (9) and 601(7) of Section 501 are concerned, 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 deemed satisfied until the expiration of such period). (d3) No event or condition shall exist that would prevent the Company from making payments of the principal of (and premium, if any) or interest on the Securities 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 deemed satisfied until the expiration of such period). (4) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. (5) In the case of an election under Section 1502, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel stating that (ix) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (iiy) since the date of execution of this Indenture, there has been a change in the applicable Federal federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities, any coupons appertaining thereto and any related Guarantee Securities will not recognize income, gain or loss for Federal federal income tax purposes as a result of such defeasance and will be subject to Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred. (e6) In the case of an election under Section 1503, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities, any coupons appertaining thereto and any related Guarantee Securities will not recognize income, gain or loss for Federal federal income tax purposes as a result of such covenant defeasance and will be subject to Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred. (f7) The Issuer In the case of an election under either Section 1502 or 1503, the Company or any Guarantor, if applicable, shall have delivered represent to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent the deposit made by the Company pursuant to the defeasance its election under Section 1502 or 1503 was not made by the covenant defeasance under Section 1503 (as Company or any such Guarantor with the case may be) have been complied with and an Opinion intent of Counsel to preferring the effect that either (i) as a result Holders of a deposit pursuant to subsection (a) above and the related exercise Securities of any series over other creditors of the Issuer’s option under Section 1502 Company or Section 1503 (as any such Guarantor or with the case may be)intent of defeating, registration is not required under hindering, delaying or defrauding creditors of the Investment Company Act of 1940, as amended, by the Issuer, with respect to the trust funds representing or any such deposit Guarantor or by the Trustee for such trust funds or (ii) all necessary registrations under said Act have been effectedothers. (g) 8) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer or the Guarantor in connection therewith pursuant to Section 301. (9) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the defeasance under Section 1502 or the covenant defeasance under Section 1503 (as the case may be) have been complied with.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of Section 1502 14.2 or Section 1503 14.3 to any Outstanding Securities or any series of or within a seriesSecurities, any coupons appertaining thereto and any related Guaranteeas the case may be: (a) The Issuer shall irrevocably have deposited or caused to be deposited with the U.S. Trustee (or another trustee satisfying which satisfies the requirements of contemplated by Section 709 who shall agree 7.12 and agrees to comply with the provisions of this Article Fifteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit benefits of the Holders of such Securities, any coupons appertaining thereto and any related Guarantee, (1A) an amount money (in such currency, currencies or the currency unit in which such Securities, any coupons appertaining thereto and any related Guarantee the Securities of a particular series are then specified as payable at Stated Maturitydenominated) in an amount, or (2B) Government Obligations applicable to such Securities, coupons appertaining thereto and any related Guarantee (determined on the basis of the currency, currencies or currency unit in which such Securities, any coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Maturity) which through the scheduled payment payments of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium, if any) and interest, if any, on such Securities, any coupons appertaining thereto and any related Guaranteepayment, money (in the currency in which the Securities of a particular series are denominated) in an amount, or (3C) a combination thereof, in any case, in an amount, each case sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeTrustees, to pay and discharge, and which shall be applied by the U.S. Trustee (or any such other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) any premium and interest, if any, interest on such Outstanding Securities, any coupons appertaining thereto and any related Guarantee Securities on the respective Stated Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding SecuritiesMaturities, any coupons appertaining thereto and any related Guarantee on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities. As used herein, “Government Obligation” means (x) any coupons appertaining thereto and any related Guarantee. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to security which the Issuer or the Guarantor is a party or by which it is bound. (c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities, any coupons appertaining thereto and any related Guarantee shall have occurred and be continuing on the date of such deposit or, insofar as Sections 601(6) and 601(7) are concerned, 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 deemed satisfied until the expiration of such period). (d) In the case of an election under Section 1502, the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (i) a direct obligation of the Issuer has received fromgovernment which issued, or there has been published byof the Government of Canada denominated in, the Internal Revenue Service currency in which the Securities of a rulingparticular series are denominated for the payment of which its full faith and credit is pledged, or (ii) since obligations of a Person the date payment of execution of this Indenturewhich is unconditionally guaranteed as its full faith and credit obligation by such government, there has been a change or, if such obligations are denominated in the applicable Federal income tax lawcurrency in which the Securities of a particular series are issued, by the Government of Canada, which, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities, any coupons appertaining thereto and any related Guarantee will not recognize income, gain or loss for Federal income tax purposes as a result of such 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 defeasance had not occurred. (e) In the case of an election under Section 1503, the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities, any coupons appertaining thereto and any related Guarantee 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. (f) The Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1502 or the covenant defeasance under Section 1503 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) or (ii), is not callable or redeemable at the option of the issuer thereof, and (y) any depositary receipt issued by a bank (as a result defined in Section 3(a)(2) of a deposit pursuant the Securities Act or in the Bank Act (Canada)) as custodian with respect to subsection any Government Obligation which is specified in clause (ax) above and held by such bank for the related exercise account of the Issuer’s option under Section 1502 holder of such depositary receipt, or Section 1503 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Issuer, with respect to any specific payment of principal of or interest on any Government Obligation which is so specified and held, provided that (except as required by law) such custodian is not authorized to make any deduction from the trust funds representing amount payable to the holder of such deposit or depositary receipt from any amount received by the Trustee for such trust funds or (ii) all necessary registrations under said Act have been effected. (g) Notwithstanding any other provisions custodian in respect of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer Government Obligation or the Guarantor in connection therewith pursuant to Section 301specific payment of principal or interest evidenced by such depositary receipt.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 1502 1402 or Section 1503 1403 to any Outstanding Securities of or within a series, series and any coupons appertaining thereto and any related Guaranteethereto: (a) The Issuer Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 709 607 who shall agree to comply with the provisions of this Article Fifteen Fourteen applicable to it) 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 such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto, (1) an amount in such currency, currencies or currency unit in which such Securities, Securities and any coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Maturity, or (2) Government Obligations applicable to such Securities, Securities and coupons appertaining thereto and any related Guarantee (determined on the basis of the currency, currencies or currency unit in which such Securities, any Securities and coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their the terms will provide, not later than one day before the due date of any payment of principal of (and premiumpremium or Make-Whole Amount, if any) and interest, if any, on such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto, money in an amount, or (3) a combination thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premiumpremium or Make-Whole Amount, if any) and interest, if any, on such Outstanding SecuritiesSecurities and any coupons, any coupons appertaining thereto and any related Guarantee on the Stated Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities, Securities and any coupons appertaining thereto and any related Guaranteethereto. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer or the Guarantor Company is a party or by which it is bound. (c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities, Securities and any coupons appertaining thereto and any related Guarantee shall have occurred and be continuing on the date of such deposit or, insofar as Sections 601(6501(5) and 601(7501(6) are concerned, 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 deemed satisfied until the expiration of such period). (d) In the case of an election under Section 15021402, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee will not recognize income, gain or loss for Federal income tax purposes as a result of such 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 defeasance had not occurred. (e) In the case of an election under Section 15031403, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities, Securities and any coupons appertaining thereto and any related Guarantee 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. (f) The Issuer Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1502 1402 or the covenant defeasance under Section 1503 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection (a) above and the related exercise of the Issuer’s Company's option under Section 1502 1402 or Section 1503 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Issuer, Company with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under said Act have been effected. (g) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer or the Guarantor Company in connection therewith pursuant to Section 301therewith.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 1502 1402 or Section 1503 1403 to any Outstanding Securities of or within a series, any coupons appertaining thereto series and any related Guaranteecoupons: (a1) The Issuer Company or the Guarantor, if applicable, shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 709 607 who shall agree to comply with the provisions of this Article Fifteen Fourteen applicable to it) 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 such Securities, any coupons appertaining thereto Securities and any related Guaranteecoupons, (1A) an amount (in such currency, currencies or currency unit Currency in which such Securities, any coupons appertaining thereto Securities and any related Guarantee coupons are then specified as payable at Stated Maturity), or (2B) Government Obligations applicable to such Securities, coupons appertaining thereto and any related Guarantee Securities (determined on the basis of the currency, currencies or currency unit Currency in which such Securities, any coupons appertaining thereto and any related Guarantee Securities are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium, if any) , and interest, if any, on under such Securities, any coupons appertaining thereto Securities and any related Guaranteecoupons, money in an amount, or (3C) a combination thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) and interest, if any, on such Outstanding Securities, any coupons appertaining thereto Securities and any related Guarantee coupons on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of principal or interest interest, if any, and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities, any coupons appertaining thereto Securities and any related Guarantee coupons on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities, any coupons appertaining thereto Securities and any related Guaranteecoupons; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1102 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer or the Guarantor is a party or by which it is bound. (c2) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities, any coupons appertaining thereto and Securities or any related Guarantee coupons shall have occurred and be continuing on the date of such deposit or, insofar as Sections 601(6paragraphs (7) and 601(7) (8) of Section 501 are concerned, 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 deemed satisfied until the expiration of such period). (d3) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound. (4) In the case of an election under Section 15021402, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel stating that (ix) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (iiy) since the date of execution of this Indenture, there has been a change in the applicable Federal federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities, any coupons appertaining thereto Securities and any related Guarantee coupons will not recognize income, gain or loss for Federal federal income tax purposes as a result of the deposit and such defeasance and will be subject to Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the deposit and such defeasance had not occurred. (e5) In the case of an election under Section 15031403, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities, any coupons appertaining thereto Securities and any related Guarantee coupons will not recognize income, gain or loss for Federal federal income tax purposes as a result of such covenant defeasance and will be subject to Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the deposit and such covenant defeasance had not occurred. (f) The Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1502 or the covenant defeasance under Section 1503 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection (a) above and the related exercise of the Issuer’s option under Section 1502 or Section 1503 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Issuer, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under said Act have been effected. (g6) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer or the Guarantor in connection therewith pursuant to Section 301. (7) The Company shall have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 1502 14.2 or Section 1503 14.3 to any Outstanding Securities of or within a series, any coupons appertaining thereto series and any related Guaranteecoupons: (a1) The Issuer Company shall irrevocably have deposited or caused to be deposited with the either Trustee (or another trustee satisfying the requirements of Section 709 6.8 who shall agree to comply with the provisions of this Article Fifteen applicable to it) 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 such Securities, any coupons appertaining thereto Securities and any related Guaranteecoupons, (1A) an and amount (in such currency, currencies or currency unit Currency in which such Securities, any coupons appertaining thereto Securities and any related Guarantee coupons are then specified as payable at Stated Maturity), or (2B) Government Obligations applicable to such Securities, coupons appertaining thereto and any related Guarantee Securities (determined on the basis of the currency, currencies or currency unit Currency in which such Securities, any coupons appertaining thereto and any related Guarantee Securities are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium, if any) , and interest, if any, on under such Securities, any coupons appertaining thereto Securities and any related Guaranteecoupons, money in an amount, or (3C) a combination thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeTrustees, to pay and discharge, and which shall be applied by the Trustee Trustees (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) and interest, if any, on such Outstanding Securities, any coupons appertaining thereto Securities and any related Guarantee coupons on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of principal or interest and interest, if any, (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities, any coupons appertaining thereto Securities and any related Guarantee coupons on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities, any coupons appertaining thereto Securities and any related Guaranteecoupons, and (iii) all amounts due to the Trustees under Section 6.7; provided that the Trustees shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, the Company may give to the Trustees, in accordance with Section 11.2 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article 11 hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer or the Guarantor is a party or by which it is bound. (c2) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities, any coupons appertaining thereto and Securities or any related Guarantee coupons shall have occurred and be continuing on the date of such deposit or, or insofar as Sections 601(6paragraphs (5) and 601(7(6) of Section 5.1 are concerned, 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 deemed satisfied until the expiration of such period). (d3) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is party or by which it is bound. (4) In the case of an election under Section 150214.2, the Issuer Company shall have delivered to the Trustee Trustees an Opinion of Counsel in the United States stating that (ia) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (iib) since the date of execution of this Indenture, there has been a change in the applicable Federal U.S. federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities, any coupons appertaining thereto Securities and any related Guarantee coupons will not recognize income, gain or loss for Federal U.S. federal income tax purposes as a result of such defeasance and will be subject to Federal U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred. (e5) In the case of an election under Section 150314.3, the Issuer Company shall have delivered to the Trustee Trustees an Opinion of Counsel in the United States to the effect that the Holders of such Outstanding Securities, any coupons appertaining thereto and any related Guarantee Securities will not recognize income, gain or loss for Federal U.S. federal income tax purposes as a result of such covenant defeasance and will be subject to Federal U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred. (f6) The Issuer Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1502 or the covenant defeasance under Section 1503 (as the case may be) have been complied with and Trustees an Opinion of Counsel in Canada or a ruling from the Canada Revenue Agency to the effect that either (i) the Holders of such Outstanding Securities will not recognize income, gain or loss for Canadian federal, provincial or territorial income tax or other tax purposes as a result of a deposit pursuant such defeasance or covenant defeasance, as applicable, and will be subject to subsection Canadian federal or provincial income tax and other tax on the same amounts, in the same manner and at the same times as would have been the case had such defeasance or covenant defeasance, as applicable, not occurred (a) above and for the related exercise purposes of such opinion, such Canadian counsel shall assume that Holders of the Issuer’s option under Section 1502 or Section 1503 Securities include Holders who are not resident in Canada). (as the case may be), registration 7) The Company is not required under an “insolvent person” within the Investment Company meaning of the Bankruptcy and Insolvency Act (Canada) on the date of 1940, as amended, by such deposit or at any time during the Issuer, period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (8) No Event of Default or Default with respect to such Securities shall have occurred and be continuing on the trust funds representing date of such deposit or by or, insofar as paragraphs (5) and (6) of Section 5.1 are concerned, at any time during the Trustee for period ending on the 91st day after the date of such trust funds or deposit (ii) all necessary registrations under said Act have been effectedit being understood that this condition shall not be deemed satisfied until the expiration of such period). (g9) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer or the Guarantor in connection therewith pursuant to Section 3013.1. (10) The Company shall have delivered to the Trustees an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for, relating to either the defeasance under Section 14.2 or the covenant defeasance under Section 14.3 (as the case may be), have been complied with.