Common use of Covenant Defeasance Clause in Contracts

Covenant Defeasance. Unless this Section 8.04 is otherwise specified, pursuant to Section 2.02(s), to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.02, 4.03, and 5.01 as well as any additional covenants specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.01) and the occurrence of any event specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 and designated as an Event of Default shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, provided that the following conditions shall have been satisfied: (a) with reference to this Section 8.04, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c)) with the Trustee as trust funds in trust for the purpose of making the following payments specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series on the dates such installments of interest or principal and such sinking fund payments are due; (b) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (c) no Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date; (d) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred; (e) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 is otherwise specified, pursuant to Section 2.02(s), to be inapplicable to Securities of any Seriesseries, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.02, 4.03, 4.04 and 5.01 4.05 as well as any additional covenants specified contained in a supplemental indenture hereto for such Series a particular series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 2.01 (and the failure to comply with any such covenants provisions shall not constitute a Default or Event of Default with respect to such Series under Section 6.01) and the occurrence of any event specified described in a supplemental indenture for such Series clause (e) of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 and designated as an Event of Default 6.01 shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Seriesseries, provided that the following conditions shall have been satisfied: (a) with With reference to this Section 8.04, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c)8.03) with the Trustee as trust funds in trust for the purpose of making the following payments trust, specifically pledged as security Security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in DollarsSecurities, cash in U.S. Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, Obligations which through the payment of interest and principal in respect thereof thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series series on the dates such installments of interest or principal and such sinking fund payments are due; (b) such Such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is boundIndenture; (c) no No Default or Event of Default with respect to the Securities of such Series series shall have occurred and be continuing on the date of such deposit and 91 days shall have passed after the deposit has been made, and, during such 91 day period, no Default specified in Section 6.01(iv) or during (v) with respect to the period ending on Company occurs which is continuing at the 91st day after end of such dateperiod; (d) the The Company shall have delivered to the Trustee an Opinion of Counsel to the effect confirming that Holders of the Securities of such Series series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurredOccurred; (e) The Company shall have delivered to the Trustee an Officers’ Certificate stating the deposit was not made by the Company with the intent of preferring the Holders of the Securities of such series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and (f) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 is otherwise specified, pursuant to Section 2.02(s), to be inapplicable to Securities of any Series, on On and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.024.03(a), 4.034.04, and 5.01 4.05 hereof as well as any additional covenants specified contained in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 hereto (and the failure to comply with any such covenants provisions shall not constitute a Default or Event of Default with respect to such Series under Section 6.016.01 hereof) and the occurrence of any event specified described in a supplemental indenture for such Series clause (iii) of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 and designated as an Event of Default 6.01 hereof shall not constitute a Default or Event of Default hereunder, with respect to the Securities any series of such SeriesSecurities, provided that the following conditions shall have been satisfied: (ai) with reference to this Section 8.04, the Company has deposited deposited, or caused to be deposited, irrevocably deposited (except as provided in Section 8.02(c)8.05 hereof) with the Trustee as trust funds in trust for the purpose of making the following payments trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case series of Securities of such Series denominated in DollarsSecurities, cash in Dollars U.S. dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, Obligations which through the payment of principal and interest and principal in respect thereof thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay principal and discharge each installment of principal of and interest, if any, interest on and any mandatory sinking fund payments in respect of all the Securities of such Series series on the dates such installments payments of interest or principal and such sinking fund payments interest are duedue to maturity or redemption; (bii) such deposit will not result in a breach or violation of, or constitute a default Default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is boundIndenture; (ciii) no Default or Event of Default with respect to the such series of Securities of such Series shall have occurred and be continuing on the date of such deposit and 91 days shall have passed after the deposit has been made, and, during such 91 day period, no Default specified in Section 6.01(iv) or during (v) hereof with respect to the period ending on Company occurs which is continuing at the 91st day after end of such dateperiod; (div) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect confirming that Holders of the such series of Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; (ev) the Company shall have delivered to the Trustee an Officers’ Certificate stating the deposit was not made by the Company with the intent of preferring the Holders of such series of Securities over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (vi) such deposit shall not result in the trust arising from such deposit constituting an “investment company” (as defined in the Investment Company Act of 1940, as amended), or such trust shall be qualified under such Act or exempt from regulation thereunder; and (vii) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section 8.04 have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 is otherwise specified, pursuant to Section 2.02(s), to be inapplicable to Securities of any Series, on On and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.024.03(a), 4.03, 4.04 and 5.01 4.05 hereof as well as any additional covenants specified contained in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 hereto (and the failure to comply with any such covenants provisions shall not constitute a Default or Event of Default with respect to such Series under Section 6.016.01 hereof) and the occurrence of any event specified described in a supplemental indenture for such Series clause (iii) of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 and designated as an Event of Default 6.01 hereof shall not constitute a Default or Event of Default hereunder, with respect to the Securities any series of such SeriesSecurities, provided that the following conditions shall have been satisfied: (a) with reference to this Section 8.04, the Company has deposited deposited, or caused to be deposited, irrevocably deposited (except as provided in Section 8.02(c)8.05 hereof) with the Trustee as trust funds in trust for the purpose of making the following payments trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case series of Securities of such Series denominated in DollarsSecurities, cash in Dollars U.S. dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, Obligations which through the payment of principal and interest and principal in respect thereof thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay principal and discharge each installment of principal of and interest, if any, interest on and any mandatory sinking fund payments in respect of all the Securities of such Series series on the dates such installments payments of interest or principal and such sinking fund payments interest are duedue to maturity or redemption; (b) such deposit will not result in a breach or violation of, or constitute a default Default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is boundIndenture; (c) no Default or Event of Default with respect to the such series of Securities of such Series shall have occurred and be continuing on the date of such deposit and 91 days shall have passed after the deposit has been made, and, during such 91 day period, no Default specified in Section 6.01(iv) or during (v) hereof with respect to the period ending on Company occurs which is continuing at the 91st day after end of such dateperiod; (d) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect confirming that Holders of the such series of Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; (e) the Company shall have delivered to the Trustee an Officers’ Certificate stating the deposit was not made by the Company with the intent of preferring the Holders of such series of Securities over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (f) such deposit shall not result in the trust arising from such deposit constituting an “investment company” (as defined in the Investment Company Act of 1940, as amended), or such trust shall be qualified under such Act or exempt from regulation thereunder; and (g) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section 8.04 have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 8.4 is otherwise specified, specified pursuant to Section 2.02(s), 2.2 to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.024.2, 4.034.3, 4.4 and 5.01 as well as 5.1 and, unless otherwise specified therein, any additional covenants specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Officer’s Certificate delivered pursuant to Section 2.02 2.2 (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.016.1) and the occurrence of any event specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Officer’s Certificate delivered pursuant to Section 2.02 2.2 and designated as an Event of Default shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, but, except as specified above, the remainder of this Indenture and such Securities will be unaffected thereby; provided that the following conditions shall have been satisfied: (a) with reference to this Section 8.048.4, the Company has irrevocably deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c8.2(c)) with the Trustee as trust funds in trust for the purpose of making the following payments specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants or investment bank expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any (including mandatory sinking fund payments in respect or analogous payments) of and interest on all the Securities of such Series on the dates such installments of principal or interest or principal and such sinking fund payments are due; (b) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (c) no Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such datedeposit; (d) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the effect that the Holders of the Securities of such Series will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal Federal income tax on the same amounts, amount and in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; (e) the The Company shall have delivered to the Trustee an Officers’ Officer’s Certificate stating the deposit was not made by the Company with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and (f) The Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 8.4 is otherwise specified, specified pursuant to Section 2.02(s), 2.2.20 to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.024.2, 4.034.3, 4.4, 4.5, 4.6, and 5.01 5.1 as well as any additional covenants specified contained in a supplemental indenture hereto for such a particular Series of Securities or a Board Resolution or an Officers’ ' Certificate delivered pursuant to Section 2.02 2.2.20 (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.016.1) and the occurrence of any event specified described in a supplemental indenture for such Series clause (e) of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 and designated as an Event of Default 6.1 shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, provided that the following conditions shall have been satisfied: (a) with With reference to this Section 8.048.4, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c8.2(c)) with the Trustee as trust funds in trust for the purpose of making the following payments trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars (or such other money or currencies as shall then be legal tender in the United States) and/or U.S. Government Obligationsobligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligationsobligations, which through the payment of interest and principal in respect thereof thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series on the dates such installments of interest or principal and such sinking fund payments are due; (b) such Such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (c) no No Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date; (d) the Company company shall have delivered to the Trustee an Opinion opinion of Counsel to the effect confirming that Holders of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred; (e) the Company shall have delivered to the Trustee an Officers’ officers' Certificate stating the deposit was not made by the Company with the intent of preferring the Holders of the Securities of such Series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and (f) The Company shall have delivered to the Trustee an officers' Certificate and an Opinion opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 8.4 is otherwise specified, specified pursuant to Section 2.02(s), 2.2.20 to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.024.2, 4.034.3, 4.4, 4.5, 4.6, and 5.01 5.1 as well as any additional covenants specified contained in a supplemental indenture hereto for such a particular Series of Securities or a Board Resolution or an Officers’ ' Certificate delivered pursuant to Section 2.02 2.2.20 (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.016.1) and the occurrence of any event specified described in a supplemental indenture for such Series clause (e) of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 and designated as an Event of Default 6.1 shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, provided that the following conditions shall have been satisfied: (a) with With reference to this Section 8.048.4, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c8.2(c)) with the Trustee as trust funds in trust for the purpose of making the following payments trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars (or such other money or currencies as shall then be legal tender in the United States) and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series on the dates such installments of interest or principal and such sinking fund payments are due; (b) such Such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (c) no No Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date; (d) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect confirming that Holders of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred; (e) the Company shall have delivered to the Trustee an Officers’ ' Certificate stating the deposit was not made by the Company with the intent of preferring the Holders of the Securities of such Series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and (f) The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 8.4 is otherwise specified, specified pursuant to Section 2.02(s), 2.2.21 to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.024.2, 4.034.3, 4.4, 4.5, 4.6, and 5.01 5.1 as well as any additional covenants specified contained in a supplemental indenture hereto for such a particular Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 2.2.21 (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.016.1) and the occurrence of any event specified described in a supplemental indenture for such Series clause (e) of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 and designated as an Event of Default 6.1 shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, provided that the following conditions shall have been satisfied: (a) with With reference to this Section 8.048.4, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c)8.2(c) ) with the Trustee as trust funds in trust for the purpose of making the following payments trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars (or such other money or currencies as shall then be legal tender in the United States) and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series on the dates such installments of interest or principal and such sinking fund payments are due; (b) such Such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (c) no No Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date; (d) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect confirming that Holders of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred; (e) the Company shall have delivered to the Trustee an Officers’ Certificate stating the deposit was not made by the Company with the intent of preferring the Holders of the Securities of such Series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and (f) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 is otherwise specified, pursuant to Section 2.02(s), to be inapplicable to Securities of any Series, on On and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.02, 4.03, Section 6.05 and 5.01 Article XII hereof as well as any additional covenants specified contained in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 hereto (and the failure to comply with any such covenants provisions shall not constitute a Default or Event of Default with respect to such Series under Section 6.018.01 hereof) and the occurrence of any event specified described in a supplemental indenture for such Series clause (3) and (4) of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 and designated as an Event of Default 8.01(a) hereof shall not constitute a Default or Event of Default hereunder, with respect to the Securities Notes of such Seriesany series, provided that the following conditions shall have been satisfied: (a) with reference to this Section 8.045.04, the Company has deposited deposited, or caused to be deposited, irrevocably deposited (except as provided in Section 8.02(c)5.05 hereof) with the Trustee as trust funds in trust for the purpose of making the following payments trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities Notes of such Series denominated in Dollarsseries, cash in Dollars U.S. dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, Obligations which through the payment of principal and interest and principal in respect thereof thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trusteereinvestment), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interestprincipal, premium, if any, and interest on and any mandatory sinking fund payments in respect of all the Securities Notes of such Series series on the dates such installments payments of principal, premium, if any, and interest are due to maturity or principal and such sinking fund payments are dueredemption; (b) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (c) no Event of Default or event which with the giving of notice or lapse of time or both would become an Event of Default with respect to the Securities Notes of such Series series shall have occurred and be continuing on the date of such deposit and 91 days shall have passed after the deposit has been made, and, during such 91 day period, no Default with respect to the Notes of such series specified in Section 8.01(a)(5) or during (6) hereof with respect to the period ending on Company occurs which is continuing at the 91st day after end of such dateperiod; (dc) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect confirming that Holders of the Securities Notes of such Series series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on in the same amounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; (ed) the Company shall have delivered to the Trustee an Officers’ ' Certificate stating the deposit was not made by the Company with the intent of preferring the Holders of the Notes of such series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (e) such deposit shall not cause the Trustee to have a conflicting interest within the meaning of the TIA with respect to any securities of the Company or result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, as amended); (f) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section 5.04 have been complied with; and (fg) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning following a covenant defeasance, payment of the Investment Company Act Notes of 1940, as amended, unless such trust shall any series may not be registered under such Act accelerated because of an Event of Default specified in Sections 8.01(a)(5) and (6) or exempt from registration thereunderby reference to Sections 6.05 and 8.01(a)(3) and (4) and Article XII hereof.

Covenant Defeasance. Unless this Section 8.04 8.4 is otherwise specified, specified pursuant to Section 2.02(s), 2.2(s) to be inapplicable to Securities of any Series, on and after the 91st 90th day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.024.2, 4.034.3, 4.4, 4.6, and 5.01 5.1 as well as any additional covenants specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 2.2(s) (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.016.1) and the occurrence of any event specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 2.2(q) and designated as an Event of Default shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, ; provided that the following conditions shall have been satisfied: (a) with reference to this Section 8.048.4, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c8.2(c)) with the Trustee as trust funds in trust for the purpose of making the following payments specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in DollarsSecurities, cash in Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, sufficient to pay and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series on the dates such installments of interest or principal and such sinking fund payments are due; (b) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument (other than this Indenture or any agreement or instrument governing any other Indebtedness which is being defeased or discharged or repaid) to which the Company is a party or by which it is bound; (c) no Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit (other than a Default or during Event of Default resulting from transactions occurring contemporaneously with the period ending on borrowing of funds, or the 91st day after borrowing of funds, to be applied to such datedeposit or other Indebtedness which is being defeased or discharged, and, in each case, the granting of liens in connection therewith); (d) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred; (e) the discharge does not cause the Trustee to have a conflicting interest for purposes of the TIA and may not result in the Company becoming an investment company in violation of the Investment Company Act of 1940; and (f) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 8.4 is otherwise specified, specified pursuant to Section 2.02(s), 2.2 to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.024.2, 4.034.3, 4.4, 4.6 (other than with respect to the Company) and 5.01 4.7, as well as any additional covenants specified contained in a supplemental indenture hereto for such a particular Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 2.2 (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.016.1) and the occurrence of any event specified described in a supplemental indenture for such Series clause (e) of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 and designated as an Event of Default 6.1 shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, ; provided that the following conditions shall have been satisfied: (a) with With reference to this Section 8.048.4, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c8.2(c)) with the Trustee as trust funds in trust for the purpose of making the following payments trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars (or such other money or currencies as shall then be legal tender in the United States) and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series on the dates such installments of interest or principal and such sinking fund payments are due; (b) such Such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (c) no No Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date; (d) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect confirming that Holders of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred; (e) the Company shall have delivered to the Trustee an Officers’ Certificate stating the deposit was not made by the Company with the intent of preferring the Holders of the Securities of such Series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and (f) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 8.4 is otherwise specified, specified pursuant to Section 2.02(s), 2.2.21 to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.024.2, 4.034.3, 4.4, 4.5, 4.6, and 5.01 5.1 as well as any additional covenants specified contained in a supplemental indenture hereto for such a particular Series of Securities or a Board Resolution or an Officers’ ' Certificate delivered pursuant to Section 2.02 2.2.21 (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.016.1) and the occurrence of any event specified described in a supplemental indenture for such Series clause (e) of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 and designated as an Event of Default 6.1 shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, provided that the following conditions shall have been satisfied: (a) with With reference to this Section 8.048.4, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c8.2(c)) with the Trustee as trust funds in trust for the purpose of making the following payments trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars (or such other money or currencies as shall then be legal tender in the United States) and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series on the dates such installments of interest or principal and such sinking fund payments are due; (b) such Such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (c) no No Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date; (d) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect confirming that Holders of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred; (e) the Company shall have delivered to the Trustee an Officers’ ' Certificate stating the deposit was not made by the Company with the intent of preferring the Holders of the Securities of such Series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and (f) The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 8.4 is otherwise specified, specified pursuant to Section 2.02(s), 2.2 to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.024.2, 4.034.3, 4.4 and 5.01 as well as 5.1 and, unless otherwise specified therein, any additional covenants specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Officer’s Certificate delivered pursuant to Section 2.02 2.2 (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.016.1) and the occurrence of any event specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Officer’s Certificate delivered pursuant to Section 2.02 2.2 and designated as an Event of Default shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, but, except as specified above, the remainder of this Indenture and such Securities will be unaffected thereby; provided that the following conditions shall have been satisfied: (a) with reference to this Section 8.048.4, the Company has irrevocably deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c8.2(c)) with the Trustee as trust funds in trust for the purpose of making the following payments specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars and/or U.S. Government Obligations, Obligations or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants or investment bank expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any (including mandatory sinking fund payments in respect or analogous payments) of and interest on all the Securities of such Series on the dates such installments of principal or interest or principal and such sinking fund payments are due; (b) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (c) no Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such datedeposit; (d) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the effect that the Holders of the Securities of such Series will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal Federal income tax on the same amounts, amount and in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; (e) the The Company shall have delivered to the Trustee an Officers’ Officer’s Certificate stating the deposit was not made by the Company with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and (f) The Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 is otherwise specified, specified pursuant to Section 2.02(s), ) to be inapplicable to Securities of any Series, on and after the 91st [ ] day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.02, 4.03, 4.04, 4.05, 4.06, and 5.01 as well as any additional covenants specified contained in a supplemental indenture hereto for such a particular Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 2.02(s) (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.01) and the occurrence of any event specified described in a supplemental indenture for such Series clause (e) of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 and designated as an Event of Default 6.01 shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, provided that the following conditions shall have been satisfied: (a) with With reference to this Section 8.04, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c)) with the Trustee Paying Agent as trust funds in trust for the purpose of making the following payments trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars (or such other money or currencies as shall then be legal tender in the United States) and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such TrusteePaying Agent), not later than one [ ] day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the TrusteePaying Agent, to pay and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series on the dates such installments of interest or principal and such sinking fund payments are due; (b) such Such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (c) no No Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st [ ] day after such date; (d) the Company company shall have delivered to the Trustee an Opinion of Counsel to the effect confirming that Holders of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred; (e) the Company shall have delivered to the Trustee an Officers’ Certificate stating the deposit was not made by the Company with the intent of preferring the Holders of the Securities of such Series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and (f) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 is otherwise specified, pursuant to Section 2.02(s), to be inapplicable to Securities of any Series, on On and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.024.3(a), 4.034.4, and 5.01 4.5 hereof as well as any additional covenants specified contained in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 hereto (and the failure to comply with any such covenants provisions shall not constitute a Default or Event of Default with respect to such Series under Section 6.016.1 hereof) and the occurrence of any event specified described in a supplemental indenture for such Series clause (iii) of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 and designated as an Event of Default 6.1 hereof shall not constitute a Default or Event of Default hereunder, with respect to the Securities any series of such SeriesSecurities, provided that the following conditions shall have been satisfied: (ai) with reference to this Section 8.048.4, the Company has deposited deposited, or caused to be deposited, irrevocably deposited (except as provided in Section 8.02(c)8.5 hereof) with the Trustee as trust funds in trust for the purpose of making the following payments trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case series of Securities of such Series denominated in DollarsSecurities, cash in Dollars U.S. dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, Obligations which through the payment of principal and interest and principal in respect thereof thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay principal and discharge each installment of principal of and interest, if any, interest on and any mandatory sinking fund payments in respect of all the Securities of such Series series on the dates such installments payments of interest or principal and such sinking fund payments interest are duedue to maturity or redemption; (bii) such deposit will not result in a breach or violation of, or constitute a default Default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is boundIndenture; (ciii) no Default or Event of Default with respect to the such series of Securities of such Series shall have occurred and be continuing on the date of such deposit and 91 days shall have passed after the deposit has been made, and, during such 91 day period, no Default specified in Section 6.1 (iv) or during the period ending on the 91st day after such date; (dv) hereof with respect to the Company shall have delivered to occurs which is continuing at the Trustee an Opinion of Counsel to the effect that Holders of the Securities end of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurredperiod; (e) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 8.4 is otherwise specified, specified pursuant to Section 2.02(s), 2.2 to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.024.2, 4.034.3, 4.4, 4.5, and 5.01 5.1 as well as any additional covenants specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Officer’s Certificate delivered pursuant to Section 2.02 2.2 (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.016.1) and the occurrence of any event specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Officer’s Certificate delivered pursuant to Section 2.02 2.2.18 and designated as an Event of Default shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, provided that the following conditions shall have been satisfied: (a) with With reference to this Section 8.048.4, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c8.2(c)) with the Trustee as trust funds in trust for the purpose of making the following payments specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants or investment bank expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series on the dates such installments of interest or principal and such sinking fund payments are due; (b) such Such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (c) no No Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such datedeposit; (d) the The Company shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred; (e) the The Company shall have delivered to the Trustee an Officers’ Officer’s Certificate stating the deposit was not made by the Company with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and (f) The Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 8.4 is otherwise specified, specified pursuant to Section 2.02(s), 2.2.21 to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.024.2, 4.034.3, 4.4, 4.5, 4.6, and 5.01 5.1 as well as any additional covenants specified contained in a supplemental indenture hereto for such a particular Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 2.2.21 (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.016.1) and the occurrence of any event specified described in a supplemental indenture for such Series clause (e) of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 and designated as an Event of Default 6.1 shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, provided that the following conditions shall have been satisfied: (a) with With reference to this Section 8.048.4, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c8.2(c)) with the Trustee as trust funds in trust for the purpose of making the following payments trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars (or such other money or currencies as shall then be legal tender in the United States) and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series on the dates such installments of interest or principal and such sinking fund payments are due; (b) such Such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (c) no No Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date; (d) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect confirming that Holders of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred; (e) the Company shall have delivered to the Trustee an Officers’ Certificate stating the deposit was not made by the Company with the intent of preferring the Holders of the Securities of such Series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and (f) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 is otherwise specified, specified pursuant to Section 2.02(s), ) to be inapplicable to Securities of any Series, on and after the 91st [ ] day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.02, 4.03, 4.04, 4.05, 4.06, and 5.01 as well as any additional covenants specified contained in a supplemental indenture hereto for such a particular Series of Securities or a Board Resolution or an Officers’ ' Certificate delivered pursuant to Section 2.02 2.02(s) (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.01) and the occurrence of any event specified described in a supplemental indenture for such Series clause (e) of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 and designated as an Event of Default 6.01 shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, provided that the following conditions shall have been satisfied: (a) with With reference to this Section 8.04, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c)) with the Trustee Paying Agent as trust funds in trust for the purpose of making the following payments trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars (or such other money or currencies as shall then be legal tender in the United States) and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such TrusteePaying Agent), not later than one [ ] day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the TrusteePaying Agent, to pay and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series on the dates such installments of interest or principal and such sinking fund payments are due; (b) such Such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (c) no No Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st [ ] day after such date; (d) the Company company shall have delivered to the Trustee an Opinion of Counsel to the effect confirming that Holders of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred; (e) the Company shall have delivered to the Trustee an Officers’ ' Certificate stating the deposit was not made by the Company with the intent of preferring the Holders of the Securities of such Series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and (f) The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 8.4 is otherwise specified, specified pursuant to Section 2.02(s), 2.2 to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.024.2, 4.034.3, 4.4 and 5.01 as well as 5.1 and, unless otherwise specified therein, any additional covenants specified in a supplemental indenture an Issuing Document for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 2.2 (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.016.1) and the occurrence of any event specified in a supplemental indenture an Issuing Document for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 2.2 and designated as an Event of Default shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, but, except as specified above, the remainder of this Indenture and such Securities will be unaffected thereby; provided that the following conditions shall have been satisfied: (a) with reference to this Section 8.048.4, the Company has irrevocably deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c8.2(c)) with the Trustee as trust funds in trust for the purpose of making the following payments specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars and/or U.S. Government Obligations, Obligations or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants or investment bank expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any (including mandatory sinking fund payments in respect or analogous payments) of and interest on all the Securities of such Series on the dates such installments of principal or interest or principal and such sinking fund payments are due; (b) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (c) no Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such datedeposit; (d) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the effect that the Holders of the Securities of such Series will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal Federal income tax on the same amounts, amount and in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; (e) the Company shall have delivered to the Trustee an Officers’ Officer’s Certificate stating the deposit was not made by the Company with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and (f) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 8.4 is otherwise specified, specified pursuant to Section 2.02(s), 2.2.20 to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.024.2, 4.034.3, 4.4, 4.5, and 5.01 5.1 as well as any additional covenants specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Officer’s Certificate delivered pursuant to Section 2.02 2.2.20 (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.016.1) and the occurrence of any event specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Officer’s Certificate delivered pursuant to Section 2.02 2.2.18 and designated as an Event of Default shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, provided that the following conditions shall have been satisfied: (a) with With reference to this Section 8.048.4, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c8.2(c)) with the Trustee as trust funds in trust for the purpose of making the following payments specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants or investment bank expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series on the dates such installments of interest or principal and such sinking fund payments are due; (b) such Such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (c) no No Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such datedeposit; (d) the The Company shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred; (e) the The Company shall have delivered to the Trustee an Officers’ Officer’s Certificate stating the deposit was not made by the Company with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and (f) The Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 is otherwise specified, pursuant to Section 2.02(s), to be inapplicable to Securities of any Series, on On and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.024.3(a), 4.03, 4.4 and 5.01 4.5 hereof as well as any additional covenants specified contained in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 hereto (and the failure to comply with any such covenants provisions shall not constitute a Default or Event of Default with respect to such Series under Section 6.016.1 hereof) and the occurrence of any event specified described in a supplemental indenture for such Series clause (iii) of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 and designated as an Event of Default 6.1 hereof shall not constitute a Default or Event of Default hereunder, with respect to the Securities any series of such SeriesSecurities, provided that the following conditions shall have been satisfied: (a) with reference to this Section 8.048.4, the Company has deposited deposited, or caused to be deposited, irrevocably deposited (except as provided in Section 8.02(c)8.5 hereof) with the Trustee as trust funds in trust for the purpose of making the following payments trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case series of Securities of such Series denominated in DollarsSecurities, cash in Dollars U.S. dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, Obligations which through the payment of principal and interest and principal in respect thereof thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay principal and discharge each installment of principal of and interest, if any, interest on and any mandatory sinking fund payments in respect of all the Securities of such Series series on the dates such installments payments of interest or principal and such sinking fund payments interest are duedue to maturity or redemption; (b) such deposit will not result in a breach or violation of, or constitute a default Default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is boundIndenture; (c) no Default or Event of Default with respect to the such series of Securities of such Series shall have occurred and be continuing on the date of such deposit and 91 days shall have passed after the deposit has been made, and, during such 91 day period, no Default specified in Section 6.1(iv) or during (v) hereof with respect to the period ending on Company occurs which is continuing at the 91st day after end of such dateperiod; (d) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect confirming that Holders of the such series of Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; (e) the Company shall have delivered to the Trustee an Officers’ Certificate stating the deposit was not made by the Company with the intent of preferring the Holders of such series of Securities over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (f) such deposit shall not result in the trust arising from such deposit constituting an “investment company” (as defined in the Investment Company Act of 1940, as amended), or such trust shall be qualified under such Act or exempt from regulation thereunder; and (g) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section 8.4 have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 is otherwise specified, pursuant to Section 2.02(s), to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.02, 4.03, and 5.01 as well as any additional covenants specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.01) and the occurrence of any event specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 and designated as an Event of Default shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, provided that the following conditions shall have been satisfied: (a) with reference to this Section 8.04, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c)) with the Trustee as trust funds in trust for the purpose of making the following payments specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or and/or, subject to Section 8.02(d) herein, Foreign Government Obligations, in each case which through the payment of interest and principal (and premium, if any) in respect thereof in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal (and premium, if any) of and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series on the dates such installments of interest or principal (and premium, if any) and such sinking fund payments are due; (b) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (c) no Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date; (d) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred; (e) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 is otherwise specified, pursuant to Section 2.02(s), to be inapplicable to Securities of any Series, on On and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.02, 4.03, Section 6.05 and 5.01 Article XII hereof as well as any additional covenants specified contained in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 hereto (and the failure to comply with any such covenants provisions shall not constitute a Default default or Event of Default with respect to such Series under Section 6.018.01(a)(3) and the occurrence of any event specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 and designated as an Event of Default shall not constitute a Default or Event of Default hereunderhereof), with respect to the Securities Notes of such Seriesany series, provided that the following conditions shall have been satisfied: (a) with reference to this Section 8.045.04, the Company has deposited deposited, or caused to be deposited, irrevocably deposited (except as provided in Section 8.02(c)5.05 hereof) with the Trustee as trust funds in trust for the purpose of making the following payments trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities Notes of such Series denominated in Dollarsseries, cash in Dollars U.S. dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, Obligations which through the payment of principal and interest and principal in respect thereof thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trusteereinvestment), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interestprincipal, premium, if any, and interest on and any mandatory sinking fund payments in respect of all the Securities Notes of such Series series on the dates such installments payments of principal, premium, if any, and interest are due to maturity or principal and such sinking fund payments are dueredemption; (b) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (c) no Event of Default or event which with the giving of notice or lapse of time or both would become an Event of Default with respect to the Securities Notes of such Series series shall have occurred and be continuing on the date of such deposit and 91 days shall have passed after the deposit has been made, and, during such 91 day period, no default with respect to the Notes of such series specified in Section 8.01(a)(4) or during (5) hereof with respect to the period ending on Company occurs which is continuing at the 91st day after end of such dateperiod; (dc) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect confirming that Holders of the Securities Notes of such Series series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on in the same amounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; (d) the Company shall have delivered to the Trustee an Officers’ Certificate stating the deposit was not made by the Company with the intent of preferring the Holders of the Notes of such series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (e) such deposit shall not cause the Trustee to have a conflicting interest within the meaning of the TIA with respect to any securities of the Company or result in the trust arising from such deposit constituting an “investment company” (as defined in the Investment Company Act of 1940, as amended); (f) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section 5.04 have been complied with; (g) If such Notes are to be redeemed prior to Stated Maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made; and (fh) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning following a covenant defeasance, payment of the Investment Company Act Notes of 1940, as amended, unless such trust shall any series may not be registered under such Act accelerated because of an Event of Default specified in Sections 8.01(a)(4) and (5) or exempt from registration thereunderby reference to Sections 6.05 and 8.01(a)(3) (to the extent relating to the covenants being defeased) and Article XII hereof.

Covenant Defeasance. Unless this Section 8.04 is otherwise specified, pursuant to Section 2.02(s), to be inapplicable to Securities of any Seriesseries, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.02, 4.03, 4.03 and 5.01 hereof as well as any additional covenants specified contained in a supplemental indenture hereto for such Series a particular series of Securities or a Board Resolution or an Officers’ Officers Certificate delivered pursuant to Section 2.02 2.01 hereof (and the failure to comply with any such covenants provisions shall not constitute a Default or Event of Default with respect to such Series under Section 6.016.01 hereof) and the occurrence of any event specified described in a supplemental indenture for such Series clause (5) of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 and designated as an Event of Default 6.01 hereof shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Seriesseries, provided that the following conditions shall have been satisfied: (a) with With reference to this Section 8.04, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c)8.03 hereof) with the Trustee as trust funds in trust for the purpose of making the following payments funds, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in DollarsSecurities, cash in U.S. Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, Obligations which through the payment of interest and principal in respect thereof thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, cash sufficient, 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 each installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series series on the dates such installments of interest or principal and such sinking fund payments are due; (b) such Such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound; (c) no No Default or Event of Default with respect to the Securities of such Series series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date; (d) the The Company shall have delivered to the Trustee an Opinion of Counsel to the effect confirming that Holders of the Securities of such Series series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred; (e) the The Company shall have delivered to the Trustee an Officers’ Officers Certificate stating the deposit was not made by the Company with the intent of preferring the Holders of the Securities of such series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and (f) The Company shall have delivered to the Trustee an Officers Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 8.4 is otherwise specified, specified pursuant to Section 2.02(s), 2.2 to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.024.2, 4.034.3, 4.4 and 5.01 as well as 5.1 and, unless otherwise specified therein, any additional covenants specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Officer’s Certificate delivered pursuant to Section 2.02 2.2 (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.016.1) and the occurrence of any event specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Officer’s Certificate delivered pursuant to Section 2.02 2.2 and designated as an Event of Default shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, but, except as specified above, the remainder of this Indenture and such Securities will be unaffected thereby; provided that the following conditions shall have been satisfied: (a) with reference to this Section 8.048.4, the Company has irrevocably deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c8.2(c)) with the Trustee as trust funds in trust for the purpose of making the following payments specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants or investment bank expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any (including mandatory sinking fund payments in respect or analogous payments) of and interest on all the Securities of such Series on the dates such installments of principal or interest or principal and such sinking fund payments are due; (b) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (c) no Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such datedeposit; (d) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the effect that (i) 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 of Counsel shall confirm, subject to customary exclusions, that the Holders of the Securities of such Series will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit and deposit, covenant defeasance and discharge and will be subject to federal Federal income tax on the same amounts, amount and in the same manner and at the same times as would have been the case if such deposit and deposit, covenant defeasance and discharge had not occurred; (e) the The Company shall have delivered to the Trustee an Officers’ Officer’s Certificate stating the deposit was not made by the Company with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and (f) The Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 is otherwise specified, pursuant to Section 2.02(s), to be inapplicable to Securities of any Seriesseries, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08 and 5.01 hereof as well as any additional covenants specified contained in a supplemental indenture hereto for such Series a particular series of Securities or a Board Resolution or an Officers’ ' Certificate delivered pursuant to Section 2.02 2.01(n) hereof (and the failure to comply with any such covenants provisions shall not constitute a Default or Event of Default with respect to such Series under Section 6.016.01 hereof) and the occurrence of any event specified described in a supplemental indenture for such Series clause (e) of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 and designated as an Event of Default 6.01 hereof shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Seriesseries, provided that the following conditions shall have been satisfied: (a) with With reference to this Section 8.04, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c)8.03 hereof) with the Trustee as trust funds in trust for the purpose of making the following payments trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in DollarsSecurities, cash in U.S. Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, Obligations which through the payment of interest and principal in respect thereof thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series series on the dates such installments of interest or principal and such sinking fund payments are due; (b) such Such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound; (c) no No Default or Event of Default with respect to the Securities of such Series series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date; (d) the The Company shall have delivered to the Trustee an Opinion of Counsel to the effect confirming that Holders of the Securities of such Series series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred; (e) the The Company shall have delivered to the Trustee an Officers’ ' Certificate stating the deposit was not made by the Company with the intent of preferring the Holders of the Securities of such series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and (f) The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 8.4 is otherwise specified, specified pursuant to Section 2.02(s), 2.2.21 to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.024.2, 4.034.3, 4.4, 4.5, 4.6, and 5.01 5.1 as well as any additional covenants specified contained in a supplemental indenture hereto for such a particular Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 2.2.21 (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.016.1) and the occurrence of any event specified described in a supplemental indenture for such Series clause (e) of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 and designated as an Event of Default 6.1 shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, provided that the following conditions shall have been satisfied: (a) with With reference to this Section 8.048.4, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c8.2(c)) with the Trustee as trust funds in trust for the purpose of making the following payments trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars (or such other money or currencies as shall then be legal tender in the United States) and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series on the dates such installments of interest or principal and such sinking fund payments are due; (b) such Such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (c) no No Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date; (d) the The Company shall have delivered to the Trustee an Opinion of Counsel to the effect confirming that Holders of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred; (e) The Company shall have delivered to the Trustee an Officers’ Certificate stating the deposit was not made by the Company with the intent of preferring the Holders of the Securities of such Series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and (f) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 is otherwise specified, pursuant to Section 2.02(s), to be inapplicable to Securities of any Seriesseries, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08 and 5.01 hereof as well as any additional covenants specified contained in a supplemental indenture hereto for such Series a particular series of Securities or a Board Resolution or an Officers’ ' Certificate delivered pursuant to Section 2.02 2.01(n) hereof (and the failure to comply with any such covenants provisions shall not constitute a Default or Event of Default with respect to such Series under Section 6.016.01 hereof) and the occurrence of any event specified described in a supplemental indenture for such Series clause (e) of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 and designated as an Event of Default 6.01 hereof shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Seriesseries, provided PROVIDED that the following conditions shall have been satisfied: (a) with With reference to this Section 8.04, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c)8.03 hereof) with the Trustee as trust funds in trust for the purpose of making the following payments trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in DollarsSecurities, cash in U.S. Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, Obligations which through the payment of interest and principal in respect thereof thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series series on the dates such installments of interest or principal and such sinking fund payments are due; (b) such Such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound; (c) no No Default or Event of Default with respect to the Securities of such Series series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date; (d) the The Company shall have delivered to the Trustee an Opinion of Counsel to the effect confirming that Holders of the Securities of such Series series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred; (e) the The Company shall have delivered to the Trustee an Officers’ ' Certificate stating the deposit was not made by the Company with the intent of preferring the Holders of the Securities of such series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and (f) The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 8.4 is otherwise specified, specified pursuant to Section 2.02(s), 2.2.21 to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.024.2, 4.034.3, 4.4, 4.5, 4.6, and 5.01 5.1 as well as any additional covenants specified contained in a supplemental indenture hereto for such a particular Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 2.2.21 (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.016.1) and the occurrence of any event specified described in a supplemental indenture for such Series clause (e) of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 and designated as an Event of Default 6.1 shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, provided that the following conditions shall have been satisfied: (a) with With reference to this Section 8.048.4, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c8.2(c)) with the Trustee as trust funds in trust for the purpose of making the following payments trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars (or such other money or currencies as shall then be legal tender in the United States) and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series on the dates such installments of interest or principal and such sinking fund payments are due; (b) such Such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (c) no No Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date; (d) the The Company shall have delivered to the Trustee an Opinion of Counsel to the effect confirming that Holders of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred; (e) the Company shall have delivered to the Trustee an Officers’ Certificate stating the deposit was not made by the Company with the intent of preferring the Holders of the Securities of such Series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and (f) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 is otherwise specified, pursuant to Section 2.02(s), to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the The Company may omit to comply with respect to the Securities of any Series Notes with any term, provision or condition set forth under Sections 4.024.03, 4.034.07, 4.08, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18, and 5.01 as well as any additional covenants specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 the Notes (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series the Notes under Section 6.01) and the occurrence of any event specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 the Notes and designated as an Event of Default shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such SeriesNotes, provided that the following conditions shall have been satisfied: (a) with With reference to this Section 8.04, the Company has irrevocably deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c)) with the Trustee as trust funds in trust for the purpose of making the following payments specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in DollarsNotes, cash in Dollars U.S. dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government ObligationsSecurities, which through the payment of interest and principal in respect thereof in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized independent registered public accounting firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of of, the Applicable Premium and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series Notes on the dates such installments of interest or principal and such sinking fund payments are due; (b) The Company shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders of the Notes will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred; (c) No Event of Default shall have occurred and be continuing either: (x) on the date of such deposit (other than an Event of Default resulting from the borrowing of funds to be applied to such deposit); or (y) with respect to Events of Default described in Section 6.01(6) and Section 6.01(7) or other bankruptcy, insolvency or reorganization-related Events of Default, at any time in the period ending on the 91st day after the date of deposit; (d) Such covenant defeasance will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (ce) no Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date; (d) the The Company shall have delivered to the Trustee an Opinion Officer’s Certificate stating the deposit was not made by the Company with the intent of Counsel to preferring the effect that Holders of the Securities Notes over any other creditors of such Series will not recognize incomethe Company or with the intent of defeating, gain hindering, delaying or loss for federal income tax purposes as a result defrauding any other creditors of such deposit and 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 deposit and covenant defeasance had not occurred;Company or others; and (ef) the The Company shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section 8.04 have been complied with; and , (f) Such the foregoing being referred to as “Covenant Defeasance”). Upon a satisfaction and discharge or defeasance shall not result in pursuant to Article 8 of this Indenture, the trust arising from such deposit constituting an investment company within Collateral Agent will cease to be a party to the meaning Collateral Documents on behalf of the Investment Company Act holders of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunderthe Notes and the Collateral will no longer secure the Notes.

Covenant Defeasance. Unless this Section 8.04 8.4 is otherwise specified, specified pursuant to Section 2.02(s), 2.2(u) to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.024.2, 4.034.3, 4.4, 4.5, 4.6, and 5.01 5.1 as well as any additional covenants specified contained in a supplemental indenture hereto for such a particular Series of Securities or a Board Resolution or an Officers’ ' Certificate delivered pursuant to Section 2.02 2.2(u) (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.016.1) and the occurrence of any event specified described in a supplemental indenture for such Series clause (e) of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 and designated as an Event of Default 6.1 shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, provided that the following conditions shall have been satisfied: (a) with With reference to this Section 8.048.4, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c8.2(c)) with the Trustee as trust funds in trust for the purpose of making the following payments trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars (or such other money or currencies as shall then be legal tender in the United States) and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series on the dates such installments of interest or principal and such sinking fund payments are due; (b) such Such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (c) no No Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date; (d) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect confirming that Holders of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred; (e) the Company shall have delivered to the Trustee an Officers’ ' Certificate stating the deposit was not made by the Company with the intent of preferring the Holders of the Securities of such Series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and (f) The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 8.4 is otherwise specified, specified pursuant to Section 2.02(s), 2.2 to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply Issuer shall be released from its obligations with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.024.2, 4.034.3, 4.4, 4.5 and 5.01 5.1 as well as any additional covenants specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Officer’s Certificate delivered pursuant to Section 2.02 2.2 (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.01) and the occurrence of any event specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 and designated as an Event of Default shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, provided that the following conditions shall have been satisfied:6.1): (a) with With reference to this Section 8.048.4, the Company Issuer has deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c8.2(c)) with the Trustee as trust funds in trust for the purpose of making the following payments specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof thereof, in accordance with their terms, will provide (and without reinvestment of interest and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants or investment bank expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series on the dates such installments of interest or principal and such sinking fund payments are due; (b) such deposit will not result in a breach or violation ofNo event which is, or constitute a default underafter notice or lapse of time or both would become, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (c) no Default or an Event of Default with respect to the such Securities of such Series shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 6.1(d) and (e), at any time on or prior to the 90th day after the date of such deposit or during the period ending on the 91st day (it being understood that this condition shall not be deemed satisfied until after such date90th day); (dc) the Company The Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred;; and (ed) the Company The Issuer shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section 8.4 have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 is otherwise specified, pursuant to Section 2.02(s2.02(y), to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.02, 4.03, and 5.01 as well as any additional covenants specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.01) and the occurrence of any event specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 and designated as an Event of Default shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, provided that the following conditions shall have been satisfied: (a) with reference to this Section 8.04, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c)) with the Trustee as trust funds in trust for the purpose of making the following payments specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interestInterest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series on the dates such installments of interest Interest or principal and such sinking fund payments are due; (b) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (c) no Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date; (d) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred; (e) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 is otherwise specified, pursuant to Section 2.02(s), to be inapplicable to Securities of any Seriesseries, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07 and 5.01 as well as any additional covenants specified contained in a supplemental indenture hereto for such Series a particular series of Securities or a Board Resolution or an Officers’ ' Certificate delivered pursuant to Section 2.02 2.01(n) (and the failure to comply with any such covenants provisions shall not constitute a Default or Event of Default with respect to such Series under Section 6.01) and the occurrence of any event specified described in a supplemental indenture for such Series clause (e) of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 and designated as an Event of Default 6.01 shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Seriesseries, provided that the following conditions shall have been satisfied: (a) with With reference to this Section 8.04, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c)8.03) with the Trustee as trust funds in trust for the purpose of making the following payments trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in DollarsSecurities, cash in U.S. Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, Obligations which through the payment of interest and principal in respect thereof thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series series on the dates such installments of interest or principal and such sinking fund payments are due; (b) such Such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (c) no No Default or Event of Default with respect to the Securities of such Series series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date; (d) the The Company shall have delivered to the Trustee an Opinion of Counsel to the effect confirming that Holders of the Securities of such Series series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred; (e) the The Company shall have delivered to the Trustee an Officers’ ' Certificate stating the deposit was not made by the Company with the intent of preferring the Holders of the Securities of such series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and (f) The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 is otherwise specified, specified pursuant to Section 2.02(s), 2.02(y) to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company Issuer and the Guarantors may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections Section 4.02, 4.034.04, 4.05, 4.06 and 5.01 as well as any additional covenants specified contained in a supplemental indenture hereto for such a particular Series of Securities or a Board Resolution or an Officers’ Officer’s Certificate delivered pursuant to Section 2.02 2.02(y) (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.01) and the occurrence of any event specified described in a supplemental indenture for such Series clause (f) of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 and designated as an Event of Default 6.01 shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, provided that the following conditions shall have been satisfied: (a) with reference to this Section 8.04, the Company Issuer has deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c)) with the U.S. Trustee (or such other entity designated by the Issuer for this purpose) as trust funds in trust for the purpose of making the following payments trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars (or such other money or currencies as shall then be legal tender in the United States) and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such the U.S. Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the U.S. Trustee, to pay and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series on the dates such installments of interest or principal and such sinking fund payments are due, provided, that with respect to any defeasance in connection with any redemption that requires the payment of a “make-whole” amount, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the U.S. Trustee equal to such “make-whole” amount calculated as of the date of the defeasance, with any Applicable Premium Deficit only required to be deposited with the U.S. Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate of the Issuer delivered to the U.S. Trustee at least two Business Days prior to the redemption date that confirms that the deposit of such Applicable Premium Deficit shall be applied toward such redemption; (b) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (c) no Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such datedeposit; (dc) the Company Issuer shall have delivered to the Trustee Trustees an Opinion of Counsel to the effect from a nationally recognized law firm confirming that Holders beneficial owners of the Securities of such Series will not recognize income, gain or loss for federal U.S. Federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred;; and (ed) the Company Issuer shall have delivered to the Trustee Trustees an Officers’ Officer’s Certificate of the Issuer and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section 8.04 have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 8.4 is otherwise specified, specified pursuant to Section 2.02(s), 2.2 to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.024.2, 4.034.3, or 4.5, and 5.01 as well as 5.1 and, unless otherwise specified therein, any additional covenants specified in a Board Resolution, supplemental indenture for such Series of Securities or a Board Resolution hereto or an Officers’ Officer’s Certificate delivered pursuant to Section 2.02 2.2 (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.016.1) and the occurrence of any event specified in a Board Resolutions, supplemental indenture for such Series of Securities or a Board Resolution hereto or an Officers’ Officer’s Certificate delivered pursuant to Section 2.02 2.2.18 and designated as an Event of Default shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, but, except as specified above, the remainder of this Indenture and such Securities will be unaffected thereby; provided that the following conditions shall have been satisfied: (a) with reference to this Section 8.048.4, the Company has irrevocably deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c8.2(c)) with the Trustee as trust funds in trust for the purpose of making the following payments specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants or investment bank expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any (including mandatory sinking fund payments in respect or analogous payments) of and interest on all the Securities of such Series on the dates such installments of principal or interest or principal and such sinking fund payments are due; (b) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (c) no Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such datedeposit; (d) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel to the effect that (i) 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 of Counsel shall confirm, subject to customary exclusions, that the Holders of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and deposit, covenant defeasance and discharge and will be subject to federal income tax on the same amounts, amount and in the same manner and at the same times as would have been the case if such deposit and deposit, covenant defeasance and discharge had not occurred; (e) the The Company shall have delivered to the Trustee an Officers’ Officer’s Certificate stating the deposit was not made by the Company with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and (f) The Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 is otherwise specified, pursuant to Section 2.02(s), to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the The Company may omit to comply with respect any specific covenant relating to the Securities of any Series with any term, provision or condition set forth under Sections 4.02, 4.03, and 5.01 as well as any additional covenants specified such series provided for in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered supplemental indenture pursuant to Section 2.02 (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.01) and the occurrence of any event specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered 2.03 which may by its terms be defeased pursuant to this Section 2.02 8.03, and designated as such omission shall be deemed not to be an Event of Default shall not constitute a Default under clauses (c) or Event (f) of Default hereunderSection 6.01, with respect to the outstanding Securities of such Series, provided that the following conditions shall have been satisfiedseries if: (ai) with reference to this Section 8.04, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c)) trust with the Trustee as trust funds in trust solely 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 (i) in the case of Securities of such Series denominated in Dollarsseries, cash in Dollars and/or U.S. Government Obligationsfor payment of the Principal of and interest, or (ii) in if any, on the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency)series, money and/or Foreign or U.S. Government Obligations, which through the payment of interest and principal in respect Obligations or a combination thereof in accordance with their terms, will provide an amount sufficient (and without reinvestment and assuming no tax liability will be imposed on unless such Trustee), not later than one day before the due date of any payment funds consist solely of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee) without consideration of any reinvestment and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, to pay and discharge each installment of principal the Principal of and interest, if any, interest on and any mandatory sinking fund payments in respect of the outstanding Securities of such Series on series to maturity or earlier redemption, as the dates such installments of interest or principal and such sinking fund payments are duecase may be; provided that any redemption before maturity shall be irrevocably provided for under arrangements satisfactory to the Trustee; (bii) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound; (ciii) no Default or Event of Default with respect to the Securities of such Series series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such datedeposit; (div) the Company shall have has delivered to the Trustee an Opinion of Counsel Counsel, subject to customary assumptions and exceptions, to the effect that (A) the Holders of the Securities of such Series series have a valid security interest in the trust funds subject to no prior liens under the UCC and (B) such Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amounts, amount and in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred;; and (ev) the Company shall have has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent herein provided for herein relating to the covenant defeasance contemplated by this Section 8.03 of the Securities of such series have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 is otherwise specified, pursuant to Section 2.02(s), to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.02, 4.03, and 5.01 as well as any additional covenants specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.01) and the occurrence of any event specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 and designated as an Event of Default shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, provided that the following conditions shall have been satisfied: (a) with reference to this Section 8.04, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c)) with the Trustee as trust funds in trust for the purpose of making the following payments specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or and/or, subject to Section 8.02(d) herein, Foreign Government Obligations, in each case which through the payment of interest and principal (and premium, if any) in respect thereof in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal (and premium, if any) of and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series on the dates such installments of interest or principal (and premium, if any) and such sinking fund payments are due; (b) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (c) no Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date; (d) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred; (e) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 8.4 is otherwise specified, specified pursuant to Section 2.02(s), 2.2.16 to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company and the Guarantors may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.024.2, 4.034.3, 4.4, 4.5, 4.6 and 5.01 5.1 as well as any additional covenants specified contained in a supplemental indenture hereto for such a particular Series of Securities or a Board Resolution or an Officers’ Officer’s Certificate of the Company delivered pursuant to Section 2.02 2.2.16 (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.01) and the occurrence of any event specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 and designated as an Event of Default shall not constitute a Default or Event of Default hereunder6.1), with respect to the Securities of such Series, provided that the following conditions shall have been satisfied: (a) with With reference to this Section 8.048.4, the Company or any of the Guarantors has deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c8.2(c)) with the Trustee as trust funds in trust for the purpose of making the following payments trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars (or such other money or currencies as shall then be legal tender in the United States) and/or U.S. Government Obligations, Obligations or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency)Dollars, money cash in such Currency and/or Foreign Government ObligationsObligations denominated in such Currency, which through the payment of interest interest, principal and principal premium, if any, in respect thereof thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series on the dates such installments of interest or principal and such sinking fund payments are due; (b) such Such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is or any of the Guarantors are a party or by which it is they are bound; (c) no No Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date; (d) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect confirming that Holders of the Securities of such Series will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to 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 deposit and covenant defeasance had not occurred; (e) the Company shall have delivered to the Trustee an Officers’ Officer’s Certificate stating the deposit was not made by the Company or any of the Guarantors, as applicable, with the intent of preferring the Holders of the Securities of such Series over any other creditors of the Company or the Guarantors or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or the Guarantors; and (f) The Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section 8.4 have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 8.4 is otherwise specified, pursuant to Section 2.02(s), specified to be inapplicable to Securities of any Series, on and after the 91st 90th day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.024.2, 4.034.3, 4.4, 4.6, and 5.01 5.1 as well as any additional covenants specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 2.2(s) (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.016.1) and the occurrence of any event specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 2.2(q) and designated as an Event of Default shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, ; provided that the following conditions shall have been satisfied: (a) with reference to this Section 8.048.4, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c8.2(c)) with the Trustee as trust funds in trust for the purpose of making the following payments specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in DollarsSecurities, cash in Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, sufficient to pay and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series on the dates such installments of interest or principal and such sinking fund payments are due; (b) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument (other than this Indenture or any agreement or instrument governing any other Indebtedness that is being defeased or discharged or repaid) to which the Company is a party or by which it is bound; (c) no Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit (other than a Default or during Event of Default resulting from transactions occurring contemporaneously with the period ending on borrowing of funds, or the 91st day after borrowing of funds, to be applied to such datedeposit or other Indebtedness that is being defeased or discharged, and, in each case, the granting of liens in connection therewith); (d) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred; (e) the discharge does not cause the Trustee to have a conflicting interest for purposes of the TIA and may not result in the Company becoming an investment company in violation of the Investment Company Act of 1940; and (f) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 is otherwise specified, pursuant to Section 2.02(s), to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.02, 4.03, and 5.01 as well as any additional covenants specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.01) and the occurrence of any event specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 and designated as an Event of Default shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, provided that the following conditions shall have been satisfied: (a) with reference to this Section 8.04, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c)) with the Trustee as trust funds in trust for the purpose of making the following payments specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series on the dates such installments of interest or principal and such sinking fund payments are due; (b) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (c) no Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date; (d) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred; (e) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; andand 26 (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 8.4 is otherwise specified, specified pursuant to Section 2.02(s), 2.2.16 to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company Issuers may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.024.2, 4.034.3, 4.4, 4.5, 4.6, and 5.01 5.1 as well as any additional covenants specified contained in a supplemental indenture hereto for such a particular Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 2.2.16 (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.01) and the occurrence of any event specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 and designated as an Event of Default shall not constitute a Default or Event of Default hereunder6.1), with respect to the Securities of such Series, provided that the following conditions shall have been satisfied: (a) with With reference to this Section 8.048.4, the Company has Issuers have deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c8.2(c)) with the Trustee as trust funds in trust for the purpose of making the following payments trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars (or such other money or currencies as shall then be legal tender in the United States) and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest interest, principal and principal premium, if any, in respect thereof thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series on the dates such installments of interest or principal and such sinking fund payments are due; (b) such Such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is Issuers are a party or by which it is they are bound; (c) no No Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date; (d) the Company Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect confirming that Holders of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred; (e) the Company Issuers shall have delivered to the Trustee an Officers’ Certificate stating the deposit was not made by the Issuers with the intent of preferring the Holders of the Securities of such Series over any other creditors of the Issuers or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuers; and (f) The Issuers shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section 8.4 have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 8.4 is otherwise specified, pursuant to Section 2.02(s)2.2.16, to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.024.2, 4.034.3(a), 4.4, 4.6, 5.1 and 5.01 5.2 as well as any additional covenants specified in a supplemental indenture for such Series of Securities or a Board Resolution or an and Officers’ Certificate delivered pursuant to Section 2.02 2.2 (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.016.1) and the occurrence of any event specified in a supplemental indenture for such Series of Securities or a Board Resolution or an and Officers’ Certificate delivered pursuant to Section 2.02 2.2 and designated as an Event of Default relating to Sections 4.2, 4.3(a), 4.4, 4.6, 5.1, 5.2 and such other Section shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, provided that the following conditions shall have been satisfied: (a) with With reference to this Section 8.048.4, the Company has deposited or caused to be irrevocably deposited (except as provided in subject to Section 8.02(c8.2(c)) with the Trustee as trust funds in trust for the purpose of making the following payments specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in DollarsSecurities, cash in Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series on the dates such installments of interest or principal and such sinking fund payments are due; (b) such Such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (c) no No Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date; (d) the The Company shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred;; and (e) the The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance of the Securities of such Series contemplated by this Section have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 is otherwise specified, pursuant to Section 2.02(s), to be inapplicable to Securities of any Seriesseries, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07 and 5.01 as well as any additional covenants specified contained in a supplemental indenture hereto for such Series a particular series of Securities or a Board Resolution or an Officers’ ' Certificate delivered pursuant to Section 2.02 2.01(n) (and the failure to comply with any such covenants provisions shall not constitute a Default or Event of Default with respect to such Series under Section 6.01) and the occurrence of any event specified described in a supplemental indenture for such Series clause (e) of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 and designated as an Event of Default 6.01 shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Seriesseries, provided that the following conditions shall have been satisfied: (a) with With reference to this Section 8.04, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c)8.03) with the Trustee as trust funds in trust for the purpose of making the following payments trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in DollarsSecurities, cash in U.S. Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, Obligations which through the payment of interest and principal in respect thereof thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series series on the dates such installments of interest or principal and such sinking fund payments are due; (b) such Such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (c) no No Default or Event of Default with respect to the Securities of such Series series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date; (d) the The Company shall have delivered to the Trustee an Opinion of Counsel to the effect confirming that Holders of the Securities of such Series series will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred; (e) the The Company shall have delivered to the Trustee an Officers’ ' Certificate stating the deposit was not made by the Company with the intent of preferring the Holders of the Securities of such series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and (f) The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 ‎Section 8.4 is otherwise specified, specified pursuant to Section 2.02(s), ‎Section 2.2 to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.02‎Sections 4.2, 4.03‎4.3, ‎4.4 and 5.01 as well as ‎5.1 and, unless otherwise specified therein, any additional covenants specified in a supplemental indenture an Issuing Document for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 ‎Section 2.2 (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.01‎Section 6.1) and the occurrence of any event specified in a supplemental indenture an Issuing Document for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 ‎Section 2.2 and designated as an Event of Default shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, but, except as specified above, the remainder of this Indenture and such Securities will be unaffected thereby; provided that the following conditions shall have been satisfied: (a) with reference to this Section 8.04‎Section 8.4, the Company has irrevocably deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c‎Section 8.2(c)) with the Trustee as trust funds in trust for the purpose of making the following payments specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars and/or U.S. Government Obligations, Obligations or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants or investment bank expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any (including mandatory sinking fund payments in respect or analogous payments) of and interest on all the Securities of such Series on the dates such installments of principal or interest or principal and such sinking fund payments are due; (b) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (c) no Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such datedeposit; (d) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the effect that the Holders of the Securities of such Series will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal Federal income tax on the same amounts, amount and in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; (e) the Company shall have delivered to the Trustee an Officers’ Officer’s Certificate stating the deposit was not made by the Company with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and (f) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 8.4 is otherwise specified, specified pursuant to Section 2.02(s), 2.2.20 to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.024.2, 4.034.3, 4.4, 4.5, 4.6, and 5.01 5.1 as well as any additional covenants specified contained in a supplemental indenture hereto for such a particular Series of Securities or a Board Resolution or an Officers’ ' Certificate delivered pursuant to Section 2.02 2.2.20 (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.01) and the occurrence of any event specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 and designated as an Event of Default shall not constitute a Default or Event of Default hereunder6.1), with respect to the Securities of such Series, provided that the following conditions shall have been satisfied: (a) with With reference to this Section 8.048.4, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c8.2(c)) with the Trustee as trust funds in trust for the purpose of making the following payments trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars (or such other money or currencies as shall then be legal tender in the United States) and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series on the dates such installments of interest or principal and such sinking fund payments are due; (b) such Such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (c) no No Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date; (d) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect confirming that Holders of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred; (e) the Company shall have delivered to the Trustee an Officers’ ' Certificate stating the deposit was not made by the Company with the intent of preferring the Holders of the Securities of such Series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and (f) The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 8.4 is otherwise specified, specified pursuant to Section 2.02(s), 2.2 to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company Issuers may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.024.2, 4.034.3, 4.4, and 5.01 5.1 as well as any additional covenants specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Officer’s Certificate delivered pursuant to Section 2.02 2.2 (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.016.1) and the occurrence of any event specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Officer’s Certificate delivered pursuant to Section 2.02 2.2.18 and designated as an Event of Default shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, but, except as specified above, the remainder of this Indenture and such Securities will be unaffected thereby; provided that the following conditions shall have been satisfied: (a) with With reference to this Section 8.048.4, the Company has Issuers have deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c8.2(c)) with the Trustee as trust funds in trust for the purpose of making the following payments specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trusteereinvestment), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants or investment bank expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series on the dates such installments of interest or principal and such sinking fund payments are due; (b) such Such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company an Issuer is a party or by which it is bound; (c) no No Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such datedeposit; (d) the Company The Issuers shall have delivered to the Trustee Officers’ Certificate and an Opinion of Counsel to the effect that (i) 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 of Counsel shall confirm, subject to the customary exclusions, that the Holders of the Securities of such Series will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit and deposit, covenant defeasance and discharge and will be subject to federal Federal income tax on the same amounts, amount and in the same manner and at the same times as would have been the case if such deposit deposit, covenant and covenant discharge defeasance had not occurred; (e) the Company The Issuers shall have delivered to the Trustee an Officers’ Officer’s Certificate stating the deposit was not made by the Issuers with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuers; and (f) The Issuers shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section 8.4 have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 8.4 is otherwise specified, specified pursuant to Section 2.02(s), 2.2.21 to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.024.2, 4.034.3, 4.4, 4.5, 4.6, and 5.01 5.1 as well as any additional covenants specified contained in a supplemental indenture hereto for such a particular Series of Securities or a Board Resolution or an Officers’ ' Certificate delivered pursuant to Section 2.02 2.2.21 (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.016.1) and the occurrence of any event specified described in a supplemental indenture for such Series clause (e) of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 and designated as an Event of Default 6.1 shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, provided that the following conditions shall have been satisfied: (a) with With reference to this Section 8.048.4, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c8.2(c)) with the Trustee as trust funds in trust for the purpose of making the following payments trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars (or such other money or currencies as shall then be legal tender in the United States) and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series on the dates such installments of interest or principal and such sinking fund payments are due; (b) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (c) no Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date; (d) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred; (e) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.to

Covenant Defeasance. Unless this Section 8.04 is otherwise specified, specified pursuant to Section 2.02(s), 2.2.20 to be inapplicable to the Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph clause (a) hereof), the Company Issuers and any Guarantor may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.024.2, 4.034.3, 4.4, 4.5, 5.1 and 5.01 5.3 as well as any additional covenants specified in a supplemental indenture for such particular Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 2.2.20 (and the failure to comply with any such covenants shall not constitute a Default or an Event of Default with respect to such Series under Section 6.016.1) and the occurrence of any event specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Officer’s Certificate delivered pursuant to Section 2.02 2.2.20 and designated as an Event of Default shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, provided that the following conditions shall have been satisfied: (a) with With reference to this Section 8.04Section, the Company has Issuers or the Guarantors have irrevocably deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c8.2(c)) with the Trustee as trust funds in trust for the purpose of making the following payments trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series on the dates such installments of interest or principal and such sinking fund payments are due; (b) such Such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company an Issuer or any Guarantor is a party or by which it is boundbound (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit related to other indebtedness of the Issuers or any Subsidiary of the Partnership) and the granting of liens to secure such borrowings); (c) no No Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such datedate (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit related to other indebtedness of the Issuers, any Guarantor, or any Subsidiary of the Partnership or any Guarantor) and the granting of liens to secure such borrowings); (d) the Company Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred; (e) the Company Issuers shall have delivered to the Trustee an Officers’ Certificate stating the deposit was not made by the Issuers with the intent of preferring the Holders of the Securities of such Series over any other creditors of the Issuers or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuers; and (f) The Issuers shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 is otherwise specified, pursuant to Section 2.02(s), to be inapplicable to Securities of any Seriesseries, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.02, 4.03, 4.03 and 5.01 hereof as well as any additional covenants specified contained in a supplemental indenture hereto for such Series a particular series of Securities or a Board Resolution or an Officers’ Officers Certificate delivered pursuant to Section 2.02 2.01 hereof (and the failure to comply with any such covenants provisions shall not constitute a Default or Event of Default with respect to such Series under Section 6.016.01 hereof) and the occurrence of any event specified described in a supplemental indenture for such Series clause (5) of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 and designated as an Event of Default 6.01 hereof shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Seriesseries, provided that the following conditions shall have been satisfied: (a) with With reference to this Section 8.04, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c)8.03 hereof) with the Trustee as trust funds in trust for the purpose of making the following payments funds, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in DollarsSecurities, cash in U.S. Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, Obligations which through the payment of interest and principal in respect thereof thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, cash sufficient, 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 each installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series series on the dates such installments of interest or principal and such sinking fund payments are due; (b) such Such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound; (c) no No Default or Event of Default with respect to the Securities of such Series series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date; (d) the The Company shall have delivered to the Trustee an Opinion of Counsel to the effect confirming that Holders of the Securities of such Series series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred; (e) the The Company shall have delivered to the Trustee an Officers’ Officers Certificate stating the deposit was not made by the Company with the intent of preferring the Holders of the Securities of such series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and (f) The Company shall have delivered to the Trustee an Officers Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section 8.04(f) have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 8.4 is otherwise specified, specified pursuant to Section 2.02(s), 2.2(t) above to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.024.2, 4.034.3, 4.4, 4.5 and 5.01 5.1 hereof as well as any additional covenants specified in a supplemental indenture hereto for such Series of Securities or a Board Resolution or an Officers’ ' Certificate delivered pursuant to such Section 2.02 2.2(t) (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.016.1 hereof) and the occurrence of any event specified described in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 and designated as an Event of Default 6.1(f) above shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, provided that the following conditions shall have been satisfied: (a) with reference to this Section 8.048.4, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c)8.2(c) above) with the Trustee as trust funds in trust for the purpose of making the following payments trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars (or such other money or currencies as shall then be legal tender in the United States) and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series on the dates such installments of interest or principal and such sinking fund payments are due; (b) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (c) no Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such datedeposit; (d) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect confirming that Holders of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred; (e) the Company shall have delivered to the Trustee an Officers’ ' Certificate stating the deposit was not made by the Company with the intent of preferring the Holders of the Securities of such Series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and (f) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 8.4 is otherwise specified, specified pursuant to Section 2.02(s), 2.2 to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.024.2, 4.034.3, 4.4 and 5.01 as well as 5.1 and, unless otherwise specified therein, any additional covenants specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Officer’s Certificate delivered pursuant to Section 2.02 2.2 (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.016.1) and the occurrence of any event specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Officer’s Certificate delivered pursuant to Section 2.02 2.2 and designated as an Event of Default shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, but, except as specified above, the remainder of this Indenture and such Securities will be unaffected thereby; provided that the following conditions shall have been satisfied: (a) with reference to this Section 8.048.4, the Company has irrevocably deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c8.2(c)) with the Trustee as trust funds in trust for the purpose of making the following payments specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars and/or U.S. Government Obligations, Obligations or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants or investment bank expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any (including mandatory sinking fund payments in respect or analogous payments) of and interest on all the Securities of such Series on the dates such installments of principal or interest or principal and such sinking fund payments are due; (b) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is boundbound other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit related to other indebtedness of the Company or any Subsidiary) and the granting of liens to secure such borrowings); (c) no Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such datedeposit; (d) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the Securities of such Series will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to United States federal income tax on the same amounts, amount and in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; (e) the The Company shall have delivered to the Trustee an Officers’ Officer’s Certificate stating the deposit was not made by the Company with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and (f) The Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 is otherwise specified, pursuant to Section 2.02(s), to be inapplicable to Securities of any Series, on On and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.024.2, 4.034.3, 4.4, 4.5, 4.6, 4.7, 4.8, and 5.01 as well as any additional covenants specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 5.1 (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.016.1) and the occurrence of any event specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 and designated as an Event of Default shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, provided that the following conditions shall have been satisfied: (a) with With reference to this Section 8.048.4, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c8.2(c)) with the Trustee as trust funds in trust for the purpose of making the following payments trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars (or such other money or currencies as shall then be legal tender in the United States) and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of principal, premium, if any, and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series on the dates such installments of interest or principal and such sinking fund payments are due; (b) such Such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company or any of its subsidiaries is a party or by which it is bound; (c) no No Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) or insofar as Events of Default pursuant to Section 6.1(d) or Section 6.1(e) are concerned, during the period ending on the 91st day after such date; (d) the The Company shall have delivered to the Trustee an Opinion of Counsel to the effect confirming that (i) Holders of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurredoccurred and (ii) after the 91st day following the date of the deposit, the trust funds will not be subject to the effect of any applicable Bankruptcy Laws; (e) the The Company shall have delivered to the Trustee an Officers’ ' Certificate stating the deposit was not made by the Company with the intent of preferring the Holders of the Securities of such Series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and (f) The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 is otherwise specifiedThe Company shall be released from its obligations under, pursuant to Section 2.02(s), to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with with, any term, provision or condition set forth under in Sections 4.02, 4.03, 4.06, 4.07, 4.10 and 5.01 (other than as provided for in Sections 5.01(a)(i), 5.01(a)(iii), 5.01(c)(i) and 5.01(c)(iii)) with respect to the Notes as well as any additional covenants specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Officer’s Certificate delivered pursuant to Section 2.02 with respect to the Notes (and the failure to comply with any such covenants shall not constitute a Default default or Event of Default with respect to any the Notes, whether such Series under Section 6.01) and the occurrence default or Event of any event Default is specified in a this Indenture or in any supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ any Officer’s Certificate delivered pursuant to Section 2.02 and designated as an Event in respect of Default shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such SeriesNotes (“covenant defeasance”)), provided that the following conditions shall have been satisfied: (a) with reference to this Section 8.04, the The Company has shall have deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c)) and Section 8.05) with the Trustee as trust funds in trust for the purpose of making the following payments payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities Notes, (iA) money in the case of Securities of such Series denominated in Dollars, cash in Dollars and/or U.S. Government Obligationsan amount, or (iiB) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign U.S. EX 4.1 Government Obligations, Obligations which through the scheduled payment of principal and interest and principal in respect thereof in accordance with their terms, terms will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee)provide, not later than one day before the due date of any payment payment, money in an amount, or (C) a combination thereof, which, in the case of money, an amount in cash(B) or (C), sufficient, in the opinion of a nationally recognized firm of independent certified public accountants accountants, investment bank or consultants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of discharge, and which shall be applied by the Trustee to pay and discharge, the principal of and interestof, premium, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series interest on the dates such installments Notes on the Stated Maturity, in accordance with the terms of interest or principal this Indenture and such sinking fund payments are duethe Notes; (b) upon any redemption that requires the payment of the Applicable Premium, the amount deposited, as certified by a reputable firm of certified public accountants, shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee at least two Business Days prior to the redemption date that confirms that such Applicable Premium Deficit shall be applied toward such redemption; (c) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other material instrument or agreement relating to or instrument evidencing indebtedness for borrowed money to which the Company is a party or by which it is bound; (cd) no Default default or Event of Default with respect to the Securities of such Series Notes shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such datedeposit; (de) the Company shall have delivered to the Trustee an Opinion of Counsel Counsel, subject to customary assumptions and exclusions, to the effect that Holders beneficial owners of the Securities of such Series Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to U.S. federal income tax on the same amounts, amounts and in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; (ef) if the deposit of money and/or U.S. Government Obligations shall be sufficient to pay principal of, premium, if any, and interest on the any or all of the outstanding Notes; provided the Notes are redeemed on a particular redemption date, and if the Notes have not been called for redemption, the Company shall make arrangements reasonably satisfactory to the Trustee for the giving of notice of such redemption in the name, and at the expense of, the Company; (g) the Company shall have delivered to the Trustee an Officers’ Officer’s Certificate stating that the deposit was not made by the Company with the intent of defeating, hindering, delaying, defrauding or preferring any creditors of the Company; and (h) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of CounselCounsel (which Opinion of Counsel may be subject to customary assumptions and exclusions), each stating to the effect that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section 8.04 have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning . Without limitation to any of the Investment other provisions set forth in this Article 8, if the Company Act effects covenant defeasance with respect to the Notes, payment of 1940the Notes may not be accelerated because of an Event of Default specified in Sections 6.01(c), as amended6.01(d), unless such trust shall be registered under such Act 6.01(e), 6.01(f) (with respect to Significant Subsidiaries and Guarantors), 6.01(g) (with respect to Significant Subsidiaries and Guarantors) or exempt from registration thereunder6.01(h) with respect to the Notes.

Covenant Defeasance. Unless this Section 8.04 is otherwise specified, pursuant to Section 2.02(s), to be inapplicable to Securities of any Series, on On and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.024.03(a), 4.03, 4.04 and 5.01 4.05 hereof as well as any additional covenants specified contained in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 hereto (and the failure to comply with any such covenants provisions shall not constitute a Default or Event of Default with respect to such Series under Section 6.016.01 hereof) and the occurrence of any event specified described in a supplemental indenture for such Series clause (iii) of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 and designated as an Event of Default 6.01 hereof shall not constitute a Default or Event of Default hereunder, with respect to the Securities any series of such SeriesSecurities, provided that the following conditions shall have been satisfied: (a) with reference to this Section 8.04, the Company has deposited deposited, or caused to be deposited, irrevocably deposited (except as provided in Section 8.02(c)8.05 hereof) with the Trustee as trust funds in trust for the purpose of making the following payments trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case series of Securities of such Series denominated in DollarsSecurities, cash in Dollars U.S. dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, Obligations which through the payment of principal and interest and principal in respect thereof thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay principal and discharge each installment of principal of and interest, if any, interest on and any mandatory sinking fund payments in respect of all the Securities of such Series series on the dates such installments payments of interest or principal and such sinking fund payments interest are duedue to maturity or redemption; (b) such deposit will not result in a breach or violation of, or constitute a default Default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is boundIndenture; (c) no Default or Event of Default with respect to the such series of Securities of such Series shall have occurred and be continuing on the date of such deposit and 91 days shall have passed after the deposit has been made, and, during such 91 day period, no Default specified in Section 6.01 (iv) or during (v) hereof with respect to the period ending on Company occurs which is continuing at the 91st day after end of such dateperiod; (d) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect confirming that Holders of the such series of Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; (e) the Company shall have delivered to the Trustee an Officers’ Certificate stating the deposit was not made by the Company with the intent of preferring the Holders of such series of Securities over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (f) such deposit shall not result in the trust arising from such deposit constituting an “investment company” (as defined in the Investment Company Act of 1940, as amended), or such trust shall be qualified under such Act or exempt from regulation thereunder; and (g) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section 8.04 have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 is otherwise specified, specified pursuant to Section 2.02(s), 2.02(v) to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, each of the Company and any Guarantor, as applicable, may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.02, 4.03, 4.04, 4.05, 4.08, 4.09 and 5.01 as well as any additional covenants specified contained in a supplemental indenture hereto for such a particular Series of Securities or a Board Resolution or an Officers’ Officer’s Certificate delivered pursuant to Section 2.02 (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.01) and the occurrence of any event specified described in a supplemental indenture for such Series clause (e) of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 and designated as an Event of Default 6.01 shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, provided that the following conditions shall have been satisfied: (a) with reference to this Section 8.04, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c)) with the Trustee (or such other entity designated by the Company for this purpose) as trust funds in trust for the purpose of making the following payments trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars (or such other money or currencies as shall then be legal tender in the United States) and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay principal, interest and discharge each installment of principal of and interestAdditional Amounts, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series on the dates such installments of interest or principal and such sinking fund payments are due; provided that with respect to any defeasance in connection with any redemption that requires the payment of a “make-whole” amount, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to such “make-whole” amount calculated as of the date of the defeasance, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee at least two Business Days prior to the redemption date that confirms that the deposit of such Applicable Premium Deficit shall be applied toward such redemption; (b) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (c) no Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such datedeposit; (dc) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect from of recognized standing confirming that Holders beneficial owners of the Securities of such Series will not recognize income, gain or loss for federal U.S. Federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred;; and (ed) the Company shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section 8.04 have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 is otherwise specified, pursuant to Section 2.02(s), to be inapplicable to Securities securities of any Seriesseries, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.02, 4.03, 4.04, 4.05, 4.07 and 5.01 4.08 as well as any additional covenants specified contained in a supplemental indenture hereto for such Series a particular series of Securities securities or a Board Resolution or an Officers’ ' Certificate delivered pursuant to Section 2.02 2.01 (and the failure to comply with any such covenants provisions shall not constitute a Default or Event of Default with respect to such Series under Section 6.01) and the occurrence of any event specified described in a supplemental indenture for such Series clause (e) of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 and designated as an Event of Default 6.01 shall not constitute a Default or Event of Default hereunder, with respect to the Securities securities of such Seriesseries, provided that the following conditions shall have been satisfied: (a) with With reference to this Section 8.04, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c)8.03) with the Trustee trustee as trust funds in trust for the purpose of making the following payments trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollarssecurities, cash in U.S. Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, Obligations which through the payment of interest and principal in respect thereof thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trusteetrustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trusteetrustee, to pay and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of the Securities securities of such Series series on the dates such installments of interest or principal and such sinking fund payments are due; (b) such Such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is boundindenture; (c) no No Default or Event of Default with respect to the Securities securities of such Series series shall have occurred and be continuing on the date of such deposit and 91 days shall have passed after the deposit has been made, and, during such 91 day period, no Default specified in Section 6.01(iv) or during (v) with respect to the period ending on Company occurs which is continuing at the 91st day after end of such dateperiod; (d) the The Company shall have delivered to the Trustee trustee an Opinion of Counsel to the effect confirming that Holders of the Securities securities of such Series series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred; (e) the The Company shall have delivered to the Trustee trustee an Officers’ ' Certificate stating the deposit was not made by the Company with the intent of preferring the Holders of the securities of such series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and (f) The Company shall have delivered to the trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 8.4 is otherwise specified, specified pursuant to Section 2.02(s), 2.2.20 to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.024.2, 4.034.3, 4.4, 4.5 and 5.01 5.1 as well as any additional covenants specified in a supplemental indenture hereto for such Series of Securities or a Board Resolution or an Officers’ Officer’s Certificate delivered pursuant to Section 2.02 2.2.20 (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.016.1) and the occurrence of any event specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Officer’s Certificate delivered pursuant to Section 2.02 2.2.18 and designated as an Event of Default shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, provided that the following conditions shall have been satisfied: (a) with reference to this Section 8.048.4, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c8.2(c)) with the Trustee as trust funds in trust for the purpose of making the following payments payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars (or such other money or currencies as shall then be legal tender in the United States) and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants or investment bank expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series on the dates such installments of interest or principal and such sinking fund payments are due; (b) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (c) no Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such datedeposit; (d) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred; (e) the Company shall have delivered to the Trustee an Officers’ Officer’s Certificate stating the deposit was not made by the Company with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and (f) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 is otherwise specified, pursuant to Section 2.02(s), to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the The Company may omit to comply with respect to the Securities of any Series Notes with any term, provision or condition set forth under Sections 4.02, 4.03, 4.07, 4.08, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17 and 5.01 as well as any additional covenants specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 the Notes (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series the Notes under Section 6.01) and the occurrence of any event specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 the Notes and designated as an Event of Default shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such SeriesNotes, provided that the following conditions shall have been satisfied: (a) with With reference to this Section 8.04, the Company has irrevocably deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c)) with the Trustee as trust funds in trust for the purpose of making the following payments specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in DollarsNotes, cash in Dollars U.S. dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government ObligationsSecurities, which through the payment of interest and principal in respect thereof in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized independent registered public accounting firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of of, premium, if any, and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series Notes on the dates such installments of interest or principal and such sinking fund payments are due; (b) The Company shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders of the Notes will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred; (c) No Event of Default shall have occurred and be continuing either: (x) on the date of such deposit (other than an Event of Default resulting from the borrowing of funds to be applied to such deposit); or (y) with respect to Events of Default described in Section 6.01(5) and Section 6.01(6) or other bankruptcy, insolvency or reorganization-related Events of Default, at any time in the period ending on the 91st day after the date of deposit; (d) Such covenant defeasance will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (ce) no Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date; (d) the The Company shall have delivered to the Trustee an Opinion Officer’s Certificate stating that the deposit was not made by the Company with the intent of Counsel to preferring the effect that Holders of the Securities Notes over any other creditors of such Series will not recognize incomethe Company or with the intent of defeating, gain hindering, delaying or loss for federal income tax purposes as a result defrauding any other creditors of such deposit and 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 deposit and covenant defeasance had not occurred;Company or others; and (ef) the The Company shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section 8.04 have been complied with; and (f) Such . Upon a satisfaction and discharge or defeasance shall not result in pursuant to this Article 8, the trust arising from such deposit constituting an investment company within Collateral Agent will cease to be a party to the meaning Security Documents on behalf of the Investment Company Act Holders of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunderthe Notes and the Collateral will no longer secure the Notes.

Covenant Defeasance. Unless this Section 8.04 is otherwise specified, pursuant to Section 2.02(s), to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the The Company may omit to comply with respect to the Securities of any Series Notes with any term, provision or condition set forth under Sections 4.024.2, 4.034.3, 4.6, 4.7, 4.8, 4.9, 4.10, 4.11, 4.12, 4.13, 4.14 and 5.01 4.15 as well as any additional covenants specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 the Notes (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series the Notes under Section 6.016.1) and the occurrence of any event specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 the Notes and designated as an Event of Default shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such SeriesNotes, provided that the following conditions shall have been satisfied: (a) with With reference to this Section 8.048.4, the Company has irrevocably deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c8.2(c)) with the Trustee as trust funds in trust for the purpose of making the following payments specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in DollarsHolders, cash in Dollars U.S. dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government ObligationsSecurities, which through the payment of interest and principal in respect thereof in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized independent registered public accounting firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of of, premium, if any, and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series Notes on the dates such installments of interest or principal and such sinking fund payments are due; (b) The Company shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred; (c) No Event of Default shall have occurred and be continuing either: (x) on the date of such deposit (other than an Event of Default resulting from the borrowing of funds to be applied to such deposit); or (y) with respect to Events of Default described in Section 6.1(5) and Section 6.1(7) or other bankruptcy, insolvency or reorganization-related Events of Default, at any time in the period ending on the 91st day after the date of deposit; (d) Such covenant defeasance will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (ce) no Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date; (d) the The Company shall have delivered to the Trustee an Opinion Officer’s Certificate stating the deposit was not made by the Company with the intent of Counsel to preferring the effect that Holders over any other creditors of the Securities Company or with the intent of such Series will not recognize incomedefeating, gain hindering, delaying or loss for federal income tax purposes as a result defrauding any other creditors of such deposit and 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 deposit and covenant defeasance had not occurred;Company or others; and (ef) the The Company shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section 8.4 have been complied with; and (f) Such . Upon a satisfaction and discharge or defeasance shall not result in pursuant to ARTICLE VIII of this Indenture, the trust arising from such deposit constituting an investment company within Collateral Agent will cease to be a party to the meaning Collateral Documents on behalf of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunderHolders and the Collateral will no longer secure the Notes.

Covenant Defeasance. Unless this Section 8.04 is otherwise specified, pursuant to Section 2.02(s), to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.02, 4.03, and 5.01 as well as any additional covenants specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.01) and the occurrence of any event specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 and designated as an Event of Default shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, provided that the following conditions shall have been satisfied: (a) with reference to this Section 8.04, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c)) with the Trustee as trust funds in trust for the purpose of making the following payments specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or and/or, subject to Section 8.02(d) herein, Foreign Government Obligations, which through the payment of interest and principal (and premium, if any) in respect thereof in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal (and premium, if any) of and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series on the dates such installments of interest or principal (and premium, if any) and such sinking fund payments are due; (b) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (c) no Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date; (d) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred; (e) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 8.4 is otherwise specified, specified pursuant to Section 2.02(s), 2.2.20 to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.024.2, 4.034.3, 4.4, 4.5, 4.6, and 5.01 5.1 as well as any additional covenants specified contained in a supplemental indenture hereto for such a particular Series of Securities or a Board Resolution or an Officers’ ' Certificate delivered pursuant to Section 2.02 2.2.20 (and the failure to comply with any such covenants provisions shall not constitute a Default or Event of Default with respect to such Series under Section 6.016.1) and the occurrence of any event specified described in clause (d) of Section 6.1 or contained in a supplemental indenture hereto for such Series a particular series of Securities or a Board Resolution or an Officers’ ' Certificate delivered pursuant to Section 2.02 2.2.20 and designated as an Event of Default shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, provided that the following conditions shall have been satisfied: (a) with With reference to this Section 8.048.4, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c)8.3) with the Trustee as trust funds in trust for the purpose of making the following payments trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars (or such other money or currencies as shall then be legal tender in the United States) and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of of, premium, if any, and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series on the dates such installments of interest interest, principal or principal and such sinking fund payments premium are due; (b) such Such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (c) no No Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date; (d) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect confirming that Holders of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred;; and (e) the The Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 8.4 is otherwise specified, specified pursuant to Section 2.02(s), 2.2 to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.024.2, 4.034.3, 4.4 and 5.01 as well as 5.1 and, unless otherwise specified therein, any additional covenants specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Officer’s Certificate delivered pursuant to Section 2.02 2.2 (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.016.1) and the occurrence of any event specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Officer’s Certificate delivered pursuant to Section 2.02 2.2 and designated as an Event of Default shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, but, except as specified above, the remainder of this Indenture and such Securities will be unaffected thereby; provided that the following conditions shall have been satisfied: : (a) with reference to this Section 8.048.4, the Company has irrevocably deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c8.2(c)) with the Trustee as trust funds in trust for the purpose of making the following payments specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars and/or U.S. Government Obligations, Obligations or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants or investment bank expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any (including mandatory sinking fund payments in respect or analogous payments) of and interest on all the Securities of such Series on the dates such installments of principal or interest or principal and such sinking fund payments are due; ; (b) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (c) no Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date; (d) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred; (e) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 8.4 is otherwise specified, specified pursuant to Section 2.02(s), 2.2.20 to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.024.2, 4.034.3, and 5.01 4.4, 4.5, 4.6, and 5.1 as well as any additional covenants specified contained in a supplemental indenture hereto for such a particular Series of Securities or a Board Resolution or an Officers’ ' Certificate delivered pursuant to Section 2.02 2.2.20 (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.01) and the occurrence of any event specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 and designated as an Event of Default shall not constitute a Default or Event of Default hereunder6.1), with respect to the Securities of such Series, provided that the following conditions shall have been satisfied: (a) with reference to this Section 8.048.4, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c8.2(c)) with the Trustee as trust funds in trust for the purpose of making the following payments trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities Securities, (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars (or such other money or currencies as shall then be legal tender in the United States) and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series on the dates such installments of interest or principal and such sinking fund payments are due; (b) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is boundIndenture; (c) no Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date; (d) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect confirming that Holders of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred; (e) the Company shall have delivered to the Trustee an Officers’ ' Certificate and stating the deposit was not made by the Company with the intent of preferring the Holders of the Securities of such Series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and (f) the Company shall have delivered to the Trustee an Opinion of Counsel, each Officers' Certificate stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 is otherwise specified, pursuant to Section 2.02(s), to be inapplicable to Securities of any Series, on On and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under 59 Sections 4.024.03(a), 4.034.04, 4.05, 4.07, 4.08 and 5.01 10.06 hereof as well as any additional covenants specified contained in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 hereto (and the failure to comply with any such covenants provisions shall not constitute a Default or Event of Default with respect to such Series tranche under Section 6.016.01 hereof) and the occurrence of any event specified described in a supplemental indenture for such Series clause (iii) of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 and designated as an Event of Default 6.01 hereof shall not constitute a Default with respect to such tranche or Event of Default with respect to such tranche hereunder, with respect to the Securities Notes of such Seriestranche, provided that the following conditions shall have been satisfied: (ai) with With reference to this Section 8.04, the Company has deposited deposited, or caused to be deposited, irrevocably deposited (except as provided in Section 8.02(c)8.05 hereof) with the Trustee as trust funds in trust for the purpose of making the following payments trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in DollarsHolders, cash in Dollars U.S. dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, Obligations which through the payment of principal and interest and principal in respect thereof thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay principal and discharge each installment of principal of and interest, if any, interest on and any mandatory sinking fund payments in respect of all the Securities Notes of such Series tranche on the dates such installments payments of interest or principal and such sinking fund payments interest are duedue to maturity or redemption; (bii) such Such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is boundIndenture; (ciii) no No Default or Event of Default with respect to the Securities Notes of such Series tranche shall have occurred and be continuing on the date of such deposit and 91 days shall have passed after the deposit has been made, and, during such 91 day period, no Default with respect to the Notes of such tranche specified in Section 6.01(vii) or during (viii) hereof with respect to the period ending on Company occurs which is continuing at the 91st day after end of such dateperiod; (div) the The Company shall have delivered to the Trustee an Opinion of Counsel to the effect confirming that Holders of the Securities Notes of such Series tranche will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred; (ev) the The Company shall have delivered to the Trustee an Officers’ ' Certificate stating the deposit was not made by the Company with the intent of preferring the Holders of the Notes of such tranche over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (vi) such deposit shall not result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 52 60 1940, as amended), or such trust shall be qualified under such Act or exempt from regulation thereunder; and (vii) The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section 8.04 have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 is otherwise specified, pursuant to Section 2.02(s), to be inapplicable to Securities of any Series, on On and after the 91st day after the date of the deposit referred to in subparagraph (a) hereofof Section 8.03 of this Indenture, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.024.07, 4.03, 4.08 and 5.01 4.09 of this Indenture as well as any additional covenants specified contained in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 hereto (and the failure to comply with any such covenants provisions shall not constitute a Default or Event of Default with respect to such Series under Section 6.016.01 of this Indenture) and the occurrence of any event specified described in a supplemental indenture for such Series paragraph (a) of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 and designated as an Event 6.01 of Default this Indenture shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, provided that the following conditions shall have been satisfied: (ai) with With reference to this Section 8.04, the Company has deposited deposited, or caused to be deposited, irrevocably deposited (except as provided in Section 8.02(c)8.05 of this Indenture) with the Trustee as trust funds in trust for the purpose of making the following payments trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in DollarsHolders, cash in U.S. Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, Obligations which through the payment of principal and interest and principal in respect thereof thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay principal and discharge each installment of principal of interest and interestpremium, if any, on and any mandatory sinking fund payments in respect of all the Securities of such Series Notes on the dates such installments payments of interest or principal and such sinking fund payments interest and premium, if any, are duedue to maturity or redemption; (bii) such Such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or under any other agreement or instrument to which the Company is a party or by which it is bound; (ciii) no No Default or Event of Default with respect to the Securities of such Series Notes shall have occurred and be continuing on the date of such deposit and 91 days shall have passed after the deposit has been made, and, during such 91 day period, no Default with respect to the Notes specified in Section 6.01(e) or during (f) hereof with respect to the period ending on Company occurs which is continuing at the 91st day after end of such dateperiod; (div) the The Company shall have delivered to the Trustee an Opinion of Counsel to the effect confirming that Holders of the Securities of such Series Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred; (ev) the The Company shall have delivered to the Trustee an Officers’ ' Certificate stating the deposit was not made by the Company with the intent of preferring the Holders of the Notes over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (vi) such deposit shall not result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, as amended), or such trust shall be qualified under such Act or exempt from regulation thereunder; and (vii) The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section 8.04 have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 8.4 is otherwise specified, specified pursuant to Section 2.02(s), 2.2.25 to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred Issuers (and, if such Securities are subject to in subparagraph (a) hereofa Guarantee, the Company Guarantors thereof) may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.024.2, 4.034.3, 4.4, 4.5, and 5.01 5.1 as well as any additional covenants specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 2.2.25 (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.016.1) and the occurrence of any event specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 2.2.18 and designated as an Event of Default shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, provided that the following conditions shall have been satisfied: (a) with With reference to this Section 8.048.4, the Company has Issuers or, if applicable, any Guarantor(s) have deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c8.2(c)) with the Trustee as trust funds in trust for the purpose of making the following payments specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and or interest, if any, on and any mandatory sinking fund payments in respect of all the Securities of such Series on the dates such installments of interest or principal and such sinking fund payments are due; (b) such Such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is Issuers are a party or by which it is boundbound (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit related to other indebtedness of the Issuers or any Subsidiary) and the granting of liens to secure such borrowings); (c) no No Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such datedeposit; (d) The Issuers or, if applicable, the Company Guarantor(s) shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred;; and (e) the Company Issuers or, if applicable, the Guarantor(s) shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 is otherwise specified, pursuant to Section 2.02(s), to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the The Company may omit to comply with respect to the Securities of any Series Notes with any term, provision or condition set forth under Sections 4.024.2, 4.034.3, 4.6, 4.7, 4.8, 4.9, 4.10, 4.11, 4.12, 4.13, 4.14 and 5.01 4.15 as well as any additional covenants specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 the Notes (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series the Notes under Section 6.016.1) and the occurrence of any event specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 the Notes and designated as an Event of Default shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such SeriesNotes, provided that the following conditions shall have been satisfied: : (a) with With reference to this Section 8.048.4, the Company has irrevocably deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c8.2(c)) with the Trustee as trust funds in trust for the purpose of making the following payments specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in DollarsHolders, cash in Dollars U.S. dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government ObligationsSecurities, which through the payment of interest and principal in respect thereof in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized independent registered public accounting firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of of, premium, if any, and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series Notes on the dates such installments of interest or principal and such sinking fund payments are due; (b) The Company shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred; (bc) No Event of Default shall have occurred and be continuing either: (x) on the date of such deposit (other than an Event of Default resulting from the borrowing of funds to be applied to such deposit); or (y) with respect to Events of Default described in Section 6.1(5) and Section 6.1(7) or other bankruptcy, insolvency or reorganization-related Events of Default, at any time in the period ending on the 91st day after the date of deposit; (d) Such covenant defeasance will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; ; (ce) no Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date; (d) the The Company shall have delivered to the Trustee an Opinion Officer’s Certificate stating the deposit was not made by the Company with the intent of Counsel to preferring the effect that Holders over any other creditors of the Securities Company or with the intent of such Series will not recognize incomedefeating, gain hindering, delaying or loss for federal income tax purposes as a result defrauding any other creditors of such deposit the Company or others; and 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 deposit and covenant defeasance had not occurred; (ef) the The Company shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section 8.4 have been complied with; and (f) Such . Upon a satisfaction and discharge or defeasance shall not result in pursuant to Article VIII of this Indenture, the trust arising from such deposit constituting an investment company within Collateral Agent will cease to be a party to the meaning Collateral Documents on behalf of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunderHolders and the Collateral will no longer secure the Notes.

Covenant Defeasance. Unless this Section 8.04 is otherwise specified, pursuant to Section 2.02(s), to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.02, 4.03, and 5.01 as well as any additional covenants specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.01) and the occurrence of any event specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 and designated as an Event of Default shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, provided that the following conditions shall have been satisfied: (a) with reference to this Section 8.04, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c)) with the Trustee as trust funds in trust for the purpose of making the following payments specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof in accordance with their terms, will provide (and without reinvestment and assuming no No tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series on the dates such installments of interest or principal and such sinking fund payments are due; (b) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (c) no No Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date; (d) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred; (e) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 is otherwise specified, pursuant to Section 2.02(s), to be inapplicable to Securities of any Seriesseries, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.02, 4.03, 4.04, 4.05, 4.07 and 5.01 4.08 as well as any additional covenants specified contained in a supplemental indenture hereto for such Series a particular series of Securities or a Board Resolution or an Officers’ ' Certificate delivered pursuant to Section 2.02 2.01 (and the failure to comply with any such covenants provisions shall not constitute a Default or Event of Default with respect to such Series under Section 6.01) and the occurrence of any event specified described in a supplemental indenture for such Series clause (e) of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 and designated as an Event of Default 6.01 shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Seriesseries, provided that the following conditions shall have been satisfied: (a) with With reference to this Section 8.04, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c)8.03) with the Trustee as trust funds in trust for the purpose of making the following payments trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in DollarsSecurities, cash in U.S. Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, Obligations which through the payment of interest and principal in respect thereof thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series series on the dates such installments of interest or principal and such sinking fund payments are due; (b) such Such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is boundIndenture; (c) no No Default or Event of Default with respect to the Securities of such Series series shall have occurred and be continuing on the date of such deposit and 91 days shall have passed after the deposit has been made, and, during such 91 day period, no Default specified in Section 6.01(iv) or during (v) with respect to the period ending on Company occurs which is continuing at the 91st day after end of such dateperiod; (d) the The Company shall have delivered to the Trustee an Opinion of Counsel to the effect confirming that Holders of the Securities of such Series series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred; (e) the The Company shall have delivered to the Trustee an Officers’ ' Certificate stating the deposit was not made by the Company with the intent of preferring the Holders of the Securities of such series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and (f) The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 is otherwise specified, specified pursuant to Section 2.02(s), 2.02(T) to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.02, 4.03, 4.04, 4.05, and 5.01 as well as any additional covenants specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Officer’s Certificate delivered pursuant to Section 2.02 2.02(T) (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.01) and the occurrence of any event specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Officer’s Certificate delivered pursuant to Section 2.02 2.02(Q) and designated as an Event of Default shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, provided that the following conditions shall have been satisfied: (aA) with With reference to this Section 8.04, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c)) with the Trustee as trust funds in trust for the purpose of making the following payments specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants or investment bank expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series on the dates such installments of interest or principal and such sinking fund payments are due; (bB) such Such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (cC) no No Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such datedeposit; (dD) the The Company shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred; (eE) the The Company shall have delivered to the Trustee an Officers’ Officer’s Certificate stating the deposit was not made by the Company with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and (F) The Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 is otherwise specified, pursuant to Section 2.02(s), to be inapplicable to Securities of any Series, on On and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.024.03(a), 4.034.04, 4.05, 4.07, 4.08, 4.09 and 5.01 10.06 hereof as well as any additional covenants specified contained in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 hereto (and the failure to comply with any such covenants provisions shall not constitute a Default or Event of Default with respect to such Series under Section 6.016.01 hereof) and the occurrence of any event specified described in a supplemental indenture for such Series clause (iii) of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 and designated as an Event of Default 6.01 hereof shall not constitute a Default or Event of Default hereunder, with respect to the Securities any series of such SeriesNotes, provided that the following conditions shall have been satisfied: (ai) with reference to this Section 8.04, the Company has deposited deposited, or caused to be deposited, irrevocably deposited (except as provided in Section 8.02(c)8.05 hereof) with the Trustee as trust funds in trust for the purpose of making the following payments trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case series of Securities of such Series denominated in DollarsNotes, cash in Dollars U.S. dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, Obligations which through the payment of principal and interest and principal in respect thereof thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay principal and discharge each installment of principal of and interest, if any, interest on and any mandatory sinking fund payments in respect of all the Securities Notes of such Series series on the dates such installments payments of interest or principal and such sinking fund payments interest are duedue to maturity or redemption; (bii) such deposit will not result in a breach or violation of, or constitute a default Default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is boundIndenture; (ciii) no Default or Event of Default with respect to the Securities such series of such Series Notes shall have occurred and be continuing on the date of such deposit and 91 days shall have passed after the deposit has been made, and, during such 91 day period, no Default specified in Section 6.01(vi) or during (vii) hereof with respect to the period ending on Company occurs which is continuing at the 91st day after end of such dateperiod; (div) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect confirming that Holders of the Securities such series of such Series Notes will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred; (ev) the Company shall have delivered to the Trustee an Officers’ Certificate stating the deposit was not made by the Company with the intent of preferring the Holders of such series of Notes over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (vi) such deposit shall not result in the trust arising from such deposit constituting an “investment company” (as defined in the Investment Company Act of 1940, as amended), or such trust shall be qualified under such Act or exempt from regulation thereunder; and (vii) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section 8.04 have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 is otherwise specified, specified pursuant to Section 2.02(s), 2.02(v) to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, each of the Company and the Guarantors, as applicable, may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.02, 4.03, 4.04, 4.05, 4.08, 4.09 and 5.01 as well as any additional covenants specified contained in a supplemental indenture hereto for such a particular Series of Securities or a Board Resolution or an Officers’ Officer’s Certificate delivered pursuant to Section 2.02 (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.01) and the occurrence of any event specified described in a supplemental indenture for such Series clause (e) of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 and designated as an Event of Default 6.01 shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, provided that the following conditions shall have been satisfied: (a) with reference to this Section 8.04, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c)) with the Trustee (or such other entity designated by the Company for this purpose) as trust funds in trust for the purpose of making the following payments trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars (or such other money or currencies as shall then be legal tender in the United States) and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay principal, interest and discharge each installment of principal of and interestAdditional Amounts, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series on the dates such installments of interest or principal and such sinking fund payments are due; provided that with respect to any defeasance in connection with any redemption that requires the payment of a “make-whole” amount, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to such “make-whole” amount calculated as of the date of the defeasance, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee at least two Business Days prior to the redemption date that confirms that the deposit of such Applicable Premium Deficit shall be applied toward such redemption; (b) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (c) no Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such datedeposit; (dc) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect from of recognized standing confirming that Holders beneficial owners of the Securities of such Series will not recognize income, gain or loss for federal U.S. Federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred;; and (ed) the Company shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section 8.04 have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 8.4 is otherwise specified, specified pursuant to Section 2.02(s), 2.2 to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.024.2, 4.034.3, 4.4 and 5.01 as well as 5.1 and, unless otherwise specified therein, any additional covenants specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Officer’s Certificate delivered pursuant to Section 2.02 2.2 (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.016.1) and the occurrence of any event specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Officer’s Certificate delivered pursuant to Section 2.02 2.2 and designated as an Event of Default shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, but, except as specified above, the remainder of this Indenture and such Securities will be unaffected thereby; provided that the following conditions shall have been satisfied: (a) with reference to this Section 8.048.4, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c8.2(c)) with the Trustee as trust funds in trust for the purpose of making the following payments specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants or investment bank expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any (including mandatory sinking fund payments in respect or analogous payments) of and interest on all the Securities of such Series on the dates such installments of principal or interest or principal and such sinking fund payments are due; (b) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (c) no Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such datedeposit; (d) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the Securities of such Series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred; (e) the The Company shall have delivered to the Trustee an Officers’ Officer’s Certificate stating that the deposit was not made by the Company with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and (f) The Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 8.4 is otherwise specified, specified pursuant to Section 2.02(s), 2.2.21 to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.024.2, 4.034.3, 4.4, 4.5, 4.6, and 5.01 5.1 as well as any additional covenants specified contained in a supplemental indenture hereto for such a particular Series of Securities or a Board Resolution or an Officers’ ' Certificate delivered pursuant to Section 2.02 2.2.21 (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.01) and the occurrence of any event specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 and designated as an Event of Default shall not constitute a Default or Event of Default hereunder6.1), with respect to the Securities of such Series, provided that the following conditions shall have been satisfied: (a) with With reference to this Section 8.048.4, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c8.2(c)) with the Trustee as trust funds in trust for the purpose of making the following payments trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars (or such other money or currencies as shall then be legal tender in the United States) and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay principal (and discharge each installment of principal of premium, if any) and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series on the dates such installments of interest or principal and such sinking fund payments are due; (b) such Such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (c) no No Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date; (d) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect confirming that Holders of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred; (e) the Company shall have delivered to the Trustee an Officers’ ' Certificate stating the deposit was not made by the Company with the intent of preferring the Holders of the Securities of such Series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and (f) The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 is otherwise specified, pursuant to Section 2.02(s2.02(r), to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.02, 4.03, and 5.01 as well as any additional covenants specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.016.01(c)) and the occurrence of any event specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 and designated as an Event of Default shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, provided that the following conditions shall have been satisfied: (a) with reference to this Section 8.04, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c)) with the Trustee as trust funds in trust for the purpose of making the following payments specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series on the dates such installments of interest or principal and such sinking fund payments are due; (b) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (c) no Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date; (d) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred; (e) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 8.4 is otherwise specified, specified pursuant to Section 2.02(s), 2.2 to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.024.2, 4.034.3, 4.4 and 5.01 as well as 5.1 and, unless otherwise specified therein, any additional covenants specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Officer’s Certificate delivered pursuant to Section 2.02 2.2 (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.016.1) and the occurrence of any event specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Officer’s Certificate delivered pursuant to Section 2.02 2.2 and designated as an Event of Default shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, but except as specified above, the remainder of this Indenture and such Securities will be unaffected thereby; provided that the following conditions shall have been satisfied: (a) with reference to this Section 8.048.4, the Company has irrevocably deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c8.2(c)) with the Trustee as trust funds in trust for the purpose of making the following payments specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants or investment bank expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and (including any mandatory sinking fund payments in respect or analogous payments) of and interest on all the Securities of such Series on the dates such installments of principal or interest or principal and such sinking fund payments are due; (b) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is boundbound (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit related to other indebtedness of the Company or any Subsidiary) and the granting of liens to secure such borrowings); (c) no Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such datedeposit; (d) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amounts, amount and in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; (e) the Company shall have delivered to the Trustee an Officers’ Officer’s Certificate stating the deposit was not made by the Company with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and (f) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 8.4 is otherwise specified, specified pursuant to Section 2.02(s), 2.2 to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.024.2, 4.034.3, 4.4 and 5.01 as well as 5.1 and, unless otherwise specified therein, any additional covenants specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Officer’s Certificate delivered pursuant to Section 2.02 2.2 (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.016.1) and the occurrence of any event specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Officer’s Certificate delivered pursuant to Section 2.02 2.2 and designated as an Event of Default shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, but, except as specified above, the remainder of this Indenture and such Securities will be unaffected thereby; provided that the following conditions shall have been satisfied: (a) with reference to this Section 8.048.4, the Company has irrevocably deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c8.2(c)) with the Trustee as trust funds in trust for the purpose of making the following payments specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars and/or U.S. Government Obligations, Obligations or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants or investment bank expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any (including mandatory sinking fund payments in respect or analogous payments) of and interest on all the Securities of such Series on the dates such installments of principal or interest or principal and such sinking fund payments are due; (b) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is boundbound other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit related to other indebtedness of the Company or any Subsidiary) and the granting of liens to secure such borrowings); (c) no Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such datedeposit; (d) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amounts, amount and in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; (e) the The Company shall have delivered to the Trustee an Officers’ Officer’s Certificate stating the deposit was not made by the Company with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and (f) The Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 8.4 is otherwise specified, specified pursuant to Section 2.02(s), 2.2.20 to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.024.2, 4.034.3, 4.4, 4.5, 4.6, and 5.01 5.1 as well as any additional covenants specified contained in a supplemental indenture hereto for such a particular Series of Securities or a Board Resolution or an Officers’ ' Certificate delivered pursuant to Section 2.02 2.2.20 (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.016.1) and the occurrence of any event specified described in a supplemental indenture for such Series clause (e) of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 and designated as an Event of Default 6.1 shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, provided that the following conditions shall have been satisfied: (a) with With reference to this Section 8.048.4, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c8.2(c)) with the Trustee as trust funds in trust for the purpose of making the following payments trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars (or such other money or currencies as shall then be legal tender in the United States) and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series on the dates such installments of interest or principal and such sinking fund payments are due; (b) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (c) no Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date; (d) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred; (e) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.to

Covenant Defeasance. Unless this Section 8.04 8.4 is otherwise specified, specified pursuant to Section 2.02(s), 2.2.20 to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.024.2, 4.034.3, 4.4, 4.5, 4.6, and 5.01 5.1 as well as any additional covenants specified contained in a supplemental indenture hereto for such a particular Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 2.2.20 (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.016.1) and the occurrence of any event specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 and designated as an Event of Default shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, provided that the following conditions shall have been satisfied: (a) with With reference to this Section 8.048.4, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c8.2(c)) with the Trustee as trust funds in trust for the purpose of making the following payments trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars (or such other money or currencies as shall then be legal tender in the United States) and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series on the dates such installments of interest or principal and such sinking fund payments are due; (b) such Such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (c) no No Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date; (d) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect confirming that Holders of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred; (e) the Company shall have delivered to the Trustee an Officers’ Certificate stating the deposit was not made by the Company with the intent of preferring the Holders of the Securities of such Series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and (f) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 8.4 is otherwise specified, specified pursuant to Section 2.02(s), 2.2 to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply Issuer shall be released from their obligations with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.024.2, 4.034.3, 4.4, 4.5 and 5.01 5.1 as well as any additional covenants specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Officer’s Certificate delivered HN\1276805.5 pursuant to Section 2.02 2.2 (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.01) and the occurrence of any event specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 and designated as an Event of Default shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, provided that the following conditions shall have been satisfied:6.1): (a) with With reference to this Section 8.048.4, the Company Issuer has deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c8.2(c)) with the Trustee as trust funds in trust for the purpose of making the following payments specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants or investment bank expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series on the dates such installments of interest or principal and such sinking fund payments are due; (b) such deposit will not result in a breach or violation ofNo event which is, or constitute a default underafter notice or lapse of time or both would become, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (c) no Default or an Event of Default with respect to the such Securities of such Series shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 6.1(d) and (e), at any time on or prior to the 90th day after the date of such deposit or during the period ending on the 91st day (it being understood that this condition shall not be deemed satisfied until after such date90th day); (dc) the Company The Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred;; and (ed) the Company The Issuer shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section 8.4 have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 8.4 is otherwise specified, specified pursuant to Section 2.02(s), 2.2.20 to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.024.2, 4.034.3, 4.4, 4.5, 4.6, and 5.01 5.1 as well as any additional covenants specified contained in a supplemental indenture hereto for such a particular Series of Securities or a Board Resolution or an Officers’ ' Certificate delivered pursuant to Section 2.02 2.2.20 (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.016.1) and the occurrence of any event specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 and designated as an Event of Default shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, provided that the following conditions shall have been satisfied: (a) with With reference to this Section 8.048.4, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c8.2(c)) with the Trustee as trust funds in trust for the purpose of making the following payments trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars (or such other money or currencies as shall then be legal tender in the United States) and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series on the dates such installments of interest or principal and such sinking fund payments are due; (b) such Such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (c) no No Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date; (d) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect confirming that Holders of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred; (e) the Company shall have delivered to the Trustee an Officers’ ' Certificate stating the deposit was not made by the Company with the intent of preferring the Holders of the Securities of such Series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and (f) The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 is otherwise specified, pursuant to Section 2.02(s), to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company The Co-Issuers may omit to comply with respect to the Securities of any Series Notes with any term, provision or condition set forth under Sections 4.024.01, 4.034.06, 4.10, 4.11, 4.12, 4.13, 5.01, 5.02, 5.03, 5.04, 5.05, 5.06, 5.07, 5.09, 5.12 and 5.01 6.01 as well as any additional covenants specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 the Notes (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series the Notes under Section 6.017.01) and the occurrence of any event specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 the Notes and designated as an Event of Default shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such SeriesNotes, provided that the following conditions shall have been satisfied: (a) with With reference to this Section 8.049.04, the Company has Co-Issuers have irrevocably deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c9.02(c)) with the Trustee as trust funds in trust for the purpose of making the following payments specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in DollarsNotes, cash in Dollars U.S. dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government ObligationsSecurities, which through the payment of interest and principal in respect thereof in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized independent registered public accounting firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of of, the Applicable Premium and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series Notes on the dates such installments of interest or principal and such sinking fund payments are due; (b) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (c) no Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date; (d) the Company The Co-Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders the beneficial owners of the Securities of such Series Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to United States federal income tax on the same amounts, amounts and in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; (c) No Event of Default shall have occurred and be continuing either: (x) on the date of such deposit (other than an Event of Default resulting from the borrowing of funds to be applied to such deposit); or (y) with respect to Events of Default described in Section 7.01(6) and Section 7.01(7) or other bankruptcy, insolvency or reorganization-related Events of Default, at any time in the period ending on the 91st day after the date of deposit; (d) Such covenant defeasance will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which any Co-Issuer is a party or by which it is bound; (e) the Company The Co-Issuers shall have delivered to the Trustee an Officers’ Officer’s Certificate stating the deposit was not made by the Co-Issuers with the intent of preferring the Holders of the Notes over any other creditors of the Co-Issuers or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Co-Issuers or others; and (f) The Co-Issuers shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section 9.04 have been complied with; and, (fg) Such (the foregoing being referred to as “Covenant Defeasance”). (h) Upon a satisfaction and discharge or defeasance shall not result in pursuant to Article 9 of this Indenture, the trust arising from such deposit constituting an investment company within Collateral Agent will cease to be a party to the meaning Collateral Documents on behalf of the Investment Company Act holders of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunderthe Notes and the Collateral will no longer secure the Notes.

Covenant Defeasance. Unless this Section 8.04 8.4 is otherwise specified, specified pursuant to Section 2.02(s), 2.2.16 to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company and the Guarantor may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.024.2, 4.034.3, 4.4, 4.5, 4.6 and 5.01 5.1 as well as any additional covenants specified contained in a supplemental indenture hereto for such a particular Series of Securities or a Board Resolution or an Officers’ Officer’s Certificate of the Company delivered pursuant to Section 2.02 2.2.16 (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.01) and the occurrence of any event specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 and designated as an Event of Default shall not constitute a Default or Event of Default hereunder6.1), with respect to the Securities of such Series, provided that the following conditions shall have been satisfied: (a) with With reference to this Section 8.048.4, the Company or the Guarantor has deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c8.2(c)) with the Trustee as trust funds in trust for the purpose of making the following payments trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars (or such other money or currencies as shall then be legal tender in the United States) and/or U.S. Government Obligations, Obligations or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency)Dollars, money cash in such Currency and/or Foreign Government ObligationsObligations denominated in such Currency, which through the payment of interest interest, principal and principal premium, if any, in respect thereof thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series on the dates such installments of interest or principal and such sinking fund payments are due; (b) such Such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company or the Guarantor is a party or by which it is they are bound; (c) no No Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date; (d) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect confirming that Holders of the Securities of such Series will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to 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 deposit and covenant defeasance had not occurred; (e) the Company shall have delivered to the Trustee an Officers’ Officer’s Certificate stating the deposit was not made by the Company or the Guarantor, as applicable, with the intent of preferring the Holders of the Securities of such Series over any other creditors of the Company or the Guarantor or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or the Guarantor; and (f) The Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section 8.4 have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 8.4 is otherwise specified, specified pursuant to Section 2.02(s), 2.2.20 to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.024.2, 4.034.3, 4.4, 4.5, 4.6, and 5.01 5.1 as well as any additional covenants specified contained in a supplemental indenture hereto for such a particular Series of Securities or a Board Resolution or an Officers’ ' Certificate delivered pursuant to Section 2.02 2.2.20 (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.016.1) and the occurrence of any event specified described in a supplemental indenture for such Series clause (e) of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 and designated as an Event of Default 6.1 shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, provided that the following conditions shall have been satisfied: (a) with With reference to this Section 8.048.4, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c8.2(c)) with the Trustee as trust funds in trust for the purpose of making the following payments trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars (or such other money or currencies as shall then be legal tender in the United States) and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of principal, premium, if any, and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series on the dates such installments of interest or principal and such sinking fund payments are due; (b) such Such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (c) no No Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date; (d) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect confirming that Holders of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred; (e) the Company shall have delivered to the Trustee an Officers’ ' Certificate stating the deposit was not made by the Company with the intent of preferring the Holders of the Securities of such Series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and (f) The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 8.4 is otherwise specified, specified pursuant to Section 2.02(s), 2.2.21 to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.024.2, 4.034.3, 4.4, 4.5, 4.6, and 5.01 5.1 as well as any additional covenants specified contained in a supplemental indenture hereto for such a particular Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 2.2.21 (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.016.1) and the occurrence of any event specified described in a supplemental indenture for such Series clause (e) of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 and designated as an Event of Default Section 6.1 shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, provided that the following conditions shall have been satisfied: (a) with With reference to this Section 8.048.4, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c)8.2(c) ) with the Trustee as trust funds in trust for the purpose of making the following payments trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars (or such other money or currencies as shall then be legal tender in the United States) and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series on the dates such installments of interest or principal and such sinking fund payments are due; (b) such Such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (c) no No Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date; (d) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect confirming that Holders of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred; (e) the Company shall have delivered to the Trustee an Officers’ Certificate stating the deposit was not made by the Company with the intent of preferring the Holders of the Securities of such Series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and (f) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 8.4 is otherwise specified, specified pursuant to Section 2.02(s), 2.2.20 to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.024.2, 4.034.3, 4.4, 4.6, and 5.01 5.1 as well as any additional covenants specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ ' Certificate delivered pursuant to Section 2.02 2.2.20 (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.016.1) and the occurrence of any event specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ ' Certificate delivered pursuant to Section 2.02 2.2.18 and designated as an Event of Default shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, provided that the following conditions shall have been satisfied: (a) with With reference to this Section 8.048.4, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c8.2(c)) with the Trustee as trust funds in trust for the purpose of making the following payments specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series on the dates such installments of interest or principal and such sinking fund payments are due; (b) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (c) no Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date; (d) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred; (e) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.or

Covenant Defeasance. Unless this Section 8.04 8.4 is otherwise specified, specified pursuant to Section 2.02(s), 2.2 to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company Issuers may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.024.2, 4.034.3, 4.4 and 5.01 5.1 as well as any additional covenants specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Officer’s Certificate delivered pursuant to Section 2.02 2.2 (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.016.1) and the occurrence of any event specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Officer’s Certificate delivered pursuant to Section 2.02 2.2.18 and designated as an Event of Default shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, but, except as specified above, the remainder of this Indenture and such Securities will be unaffected thereby; provided that the following conditions shall have been satisfied: (a) with With reference to this Section 8.048.4, the Company has Issuers have deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c8.2(c)) with the Trustee as trust funds in trust for the purpose of making the following payments specifically pledged as security for, and dedicated solely to, to the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trusteereinvestment), not later than one day before the due date of any payment of money, an amount in cash, sufficient, (in the case of a deposit of U.S. Government Obligations or Foreign Government Obligations or a combination of money and such obligations in the opinion of a nationally recognized firm of independent certified public accountants or investment bank expressed in a written certification thereof delivered to the Trustee), to pay and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of all of the Securities of such Series on the dates such installments of interest or principal and such sinking fund payments are due; (b) such Such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company an Issuer is a party or by which it is bound; (c) no No Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such datedeposit; (d) the Company The Issuers shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the effect that (i) 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 of Counsel shall confirm, subject to the customary exclusions, that the Holders of the Securities of such Series will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit and deposit, covenant defeasance and discharge and will be subject to federal Federal income tax on the same amounts, amount and in the same manner and at the same times as would have been the case if such deposit deposit, covenant and covenant discharge defeasance had not occurred; (e) the Company The Issuers shall have delivered to the Trustee an Officers’ Officer’s Certificate stating the deposit was not made by the Issuers with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuers; and (f) The Issuers shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section 8.4 have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 is otherwise specified, pursuant to Section 2.02(s), to be inapplicable to Securities of any Series, on On and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.024.03(a), 4.034.04, 4.05, 4.07, 4.08 and 5.01 11.06 hereof as well as any additional covenants specified contained in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 hereto (and the failure to comply with any such covenants provisions shall not constitute a Default or Event of Default with respect to such Series under Section 6.016.01 hereof) and the occurrence of any event specified described in a supplemental indenture for such Series clause (iii) of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 and designated as an Event of Default 6.01 hereof shall not constitute a Default or Event of Default hereunder, with respect to the Securities any series of such SeriesSecurities, provided that the following conditions shall have been satisfied: (ai) with reference to this Section 8.04, the Company has deposited deposited, or caused to be deposited, irrevocably deposited (except as provided in Section 8.02(c)8.05 hereof) with the Trustee as trust funds in trust for the purpose of making the following payments trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case series of Securities of such Series denominated in DollarsSecurities, cash in Dollars U.S. dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, Obligations which through the payment of principal and interest and principal in respect thereof thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay principal and discharge each installment of principal of and interest, if any, interest on and any mandatory sinking fund payments in respect of all the Securities of such Series series on the dates such installments payments of interest or principal and such sinking fund payments interest are duedue to maturity or redemption; (bii) such deposit will not result in a breach or violation of, or constitute a default Default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is boundIndenture; (ciii) no Default or Event of Default with respect to the such series of Securities of such Series shall have occurred and be continuing on the date of such deposit and 91 days shall have passed after the deposit has been made, and, during such 91 day period, no Default specified in Section 6.01(vi) or during (vii) hereof with respect to the period ending on Company occurs which is continuing at the 91st day after end of such dateperiod; (div) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect confirming that Holders of the such series of Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; (ev) the Company shall have delivered to the Trustee an Officers’ Certificate stating the deposit was not made by the Company with the intent of preferring the Holders of such series of Securities over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (vi) such deposit shall not result in the trust arising from such deposit constituting an “investment company” (as defined in the Investment Company Act of 1940, as amended), or such trust shall be qualified under such Act or exempt from regulation thereunder; and (vii) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section 8.04 have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 8.4 is otherwise specified, specified pursuant to Section 2.02(s), 2.2 to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company Issuer may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.024.2, 4.034.3, 4.4, and 5.01 5.1 as well as any additional covenants specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Officer’s Certificate delivered pursuant to Section 2.02 2.2 (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.016.1) and the occurrence of any event specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Officer’s Certificate delivered pursuant to Section 2.02 2.2.18 and designated as an Event of Default shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, but, except as specified above, the remainder of this Indenture and such Securities will be unaffected thereby; provided that the following conditions shall have been satisfied: (a) with With reference to this Section 8.048.4, the Company has Issuer have deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c8.2(c)) with the Trustee as trust funds in trust for the purpose of making the following payments specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trusteereinvestment), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants or investment bank expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series on the dates such installments of interest or principal and such sinking fund payments are due; (b) such Such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company an Issuer is a party or by which it is bound; (c) no No Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such datedeposit; (d) the Company The Issuer shall have delivered to the Trustee Officers’ Certificate and an Opinion of Counsel to the effect that (i) 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 of Counsel shall confirm, subject to the customary exclusions, that the Holders of the Securities of such Series will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit and deposit, covenant defeasance and discharge and will be subject to federal Federal income tax on the same amounts, amount and in the same manner and at the same times as would have been the case if such deposit deposit, covenant and covenant discharge defeasance had not occurred; (e) the Company The Issuer shall have delivered to the Trustee an Officers’ Officer’s Certificate stating the deposit was not made by the Issuer with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer; and (f) The Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section 8.4 have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 is otherwise specified, pursuant to Section 2.02(s), to be inapplicable to Securities securities of any Seriesseries, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.02, 4.03, 4.04, 4.05, 4.07 and 4.08 and 5.01 as well as any additional covenants specified contained in a supplemental indenture hereto for such Series a particular series of Securities securities or a Board Resolution or an Officers’ ' Certificate delivered pursuant to Section 2.02 2.01 (and the failure to comply with any such covenants provisions shall not constitute a Default or Event of Default with respect to such Series under Section 6.01) and the occurrence of any event specified described in a supplemental indenture for such Series clause (e) of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 and designated as an Event of Default 6.01 shall not constitute a Default or Event of Default hereunder, with respect to the Securities securities of such Seriesseries, provided that the following conditions shall have been satisfied: (a) with With reference to this Section 8.04, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c)8.03) with the Trustee trustee as trust funds in trust for the purpose of making the following payments trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollarssecurities, cash in U.S. Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, Obligations which through the payment of interest and principal in respect thereof thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trusteetrustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trusteetrustee, to pay and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of the Securities securities of such Series series on the dates such installments of interest or principal and such sinking fund payments are due; (b) such Such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound;indenture; 39 (c) no No Default or Event of Default with respect to the Securities securities of such Series series shall have occurred and be continuing on the date of such deposit and 91 days shall have passed after the deposit has been made, and during such 91 day period, no Default specified in Section 6.01(iv) or during (v) with respect to the period ending on Company occurs which is continuing at the 91st day after end of such dateperiod; (d) the The Company shall have delivered to the Trustee trustee an Opinion of Counsel to the effect confirming that Holders of the Securities securities of such Series series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred; (e) the The Company shall have delivered to the Trustee trustee an Officers’ ' Certificate stating the deposit was not made by the Company with the intent of preferring the Holders of the securities of such series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and (f) The Company shall have delivered to the trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 is otherwise specified, pursuant to Section 2.02(s), to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the The Company may omit to comply with respect to the Securities of any Series Notes with any term, provision or condition set forth under Sections 4.024.2, 4.034.3, 4.6, 4.7, 4.8, 4.9, 4.10, 4.11, 4.12, 4.13, 4.14 and 5.01 4.15 as well as any additional covenants specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 the Notes (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series the Notes under Section 6.016.1) and the occurrence of any event specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 the Notes and designated as an Event of Default shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such SeriesNotes, provided that the following conditions shall have been satisfied: : (a) with With reference to this Section 8.048.4, the Company has irrevocably deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c8.2(c)) with the Trustee as trust funds in trust for the purpose of making the following payments specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in DollarsHolders, cash in Dollars U.S. dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government ObligationsSecurities, which through the payment of interest and principal in respect thereof in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized independent registered public accounting firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of of, premium, if any, and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series Notes on the dates such installments of interest or principal and such sinking fund payments are due; ; (b) The Company shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred; (c) No Event of Default shall have occurred and be continuing either: (x) on the date of such deposit (other than an Event of Default resulting from the borrowing of funds to be applied to such deposit); or (y) with respect to Events of Default described in Section 6.1(5) and Section 6.1(7) or other bankruptcy, insolvency or reorganization-related Events of Default, at any time in the period ending on the 91st day after the date of deposit; (d) Such covenant defeasance will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; ; (ce) no Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date; (d) the The Company shall have delivered to the Trustee an Opinion of Counsel to Officer’s Certificate stating the effect that Holders of the Securities of such Series will deposit was not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred; (e) made by the Company shall have delivered to with the Trustee an Officers’ Certificate and an Opinion intent of Counsel, each stating that all conditions precedent herein provided for relating to preferring the covenant defeasance contemplated by this Section have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.Holders over any other 90

Covenant Defeasance. Unless this Section 8.04 8.4 is otherwise specified, specified pursuant to Section 2.02(s), 2.2(p) to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.024.2, 4.034.3, 4.4, 4.6, and 5.01 5.1 as well as any additional covenants specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 2.2(p) (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.016.1) and the occurrence of any event specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 2.2(n) and designated as an Event of Default shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, provided that the following conditions shall have been satisfied: (a) with With reference to this Section 8.048.4, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c8.2(c)) with the Trustee as trust funds in trust for the purpose of making the following payments specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in DollarsSecurities, cash in Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally regionally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series on the dates such installments of interest or principal and such sinking fund payments are due; (b) such Such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (c) no No Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st 120th day after such date; (d) the The Company shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred; (e) The Company shall have delivered to the Trustee an Opinion of Counsel to the effect that: (A) either (i) as a result of the deposit made pursuant to subsection (a) above registration is not required under the Investment Company Act of 1940, as amended, by the 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 and (B) the discharge does not cause the Trustee to have a conflicting interest for purposes of the Trust Indenture Act; and (f) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 8.4 is otherwise specified, specified pursuant to Section 2.02(s), 2.2(p) to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.024.2, 4.034.3, 4.4, 4.6, and 5.01 5.1 as well as any additional covenants specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 2.2(p) (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.016.1) and the occurrence of any event specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 2.2(n) and designated as an Event of Default shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, ; provided that the following conditions shall have been satisfied: (a) with With reference to this Section 8.048.4, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c8.2(c)) with the Trustee as trust funds in trust for the purpose of making the following payments specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in DollarsSecurities, cash in Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally regionally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series on the dates such installments of interest or principal and such sinking fund payments are due; (b) such Such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (c) no No Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st 90th day after such date; (d) the The Company shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred;; and (e) the The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 8.4 is otherwise specified, specified pursuant to Section 2.02(s), 2.2.20 to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.024.2, 4.034.3, 4.4, 4.5, 4.6, and 5.01 5.1 as well as any additional covenants specified contained in a supplemental indenture hereto for such a particular Series of Securities or a Board Resolution or an Officers’ ' Certificate delivered pursuant to Section 2.02 2.2.20 (and the failure to comply with any such covenants provisions shall not constitute a Default or Event of Default with respect to such Series under Section 6.016.1) and the occurrence of any event specified described in a supplemental indenture for such Series clause (e) of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 and designated as an Event of Default 6.1 shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, provided that the following conditions shall have been satisfied: (a) with With reference to this Section 8.048.4, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c)8.3) with the Trustee as trust funds in trust for the purpose of making the following payments trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars (or such other money or currencies as shall then be legal tender in the United States) and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series on the dates such installments of interest or principal and such sinking fund payments are due; (b) such Such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (c) no No Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date; (d) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect confirming that Holders of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred; (e) the Company shall have delivered to the Trustee an Officers’ ' Certificate stating the deposit was not made by the Company with the intent of preferring the Holders of the Securities of such Series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and (f) The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

Covenant Defeasance. Unless this Section 8.04 is otherwise specified, pursuant to Section 2.02(s), to be inapplicable to Securities of any Series, on On and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.024.03(a), 4.034.04, and 5.01 4.05 hereof as well as any additional covenants specified contained in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 hereto (and the failure to comply with any such covenants provisions shall not constitute a Default or Event of Default with respect to such Series under Section 6.016.01 hereof) and the occurrence of any event specified described in a supplemental indenture for such Series clause (iii) of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 and designated as an Event of Default 6.01 hereof shall not constitute a Default or Event of Default hereunder, with respect to the Securities any series of such SeriesSecurities, provided that the following conditions shall have been satisfied: (ai) with reference to this Section 8.04, the Company has deposited deposited, or caused to be deposited, irrevocably deposited (except as provided in Section 8.02(c)8.05 hereof) with the Trustee as trust funds in trust for the purpose of making the following payments trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case series of Securities of such Series denominated in DollarsSecurities, cash in Dollars U.S. dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, Obligations which through the payment of principal and interest and principal in respect thereof thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay principal and discharge each installment of principal of and interest, if any, interest on and any mandatory sinking fund payments in respect of all the Securities of such Series series on the dates such installments payments of interest or principal and such sinking fund payments interest are duedue to maturity or redemption; (bii) such deposit will not result in a breach or violation of, or constitute a default Default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is boundIndenture; (ciii) no Default or Event of Default with respect to the such series of Securities of such Series shall have occurred and be continuing on the date of such deposit and 91 days shall have passed after the deposit has been made, and, during such 91 day period, no Default specified in Section 6.01 (iv) or during (v) hereof with respect to the period ending on Company occurs which is continuing at the 91st day after end of such dateperiod; (div) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect confirming that Holders of the such series of Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; (ev) the Company shall have delivered to the Trustee an Officers’ Certificate stating the deposit was not made by the Company with the intent of preferring the Holders of such series of Securities over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (vi) such deposit shall not result in the trust arising from such deposit constituting an “investment company” (as defined in the Investment Company Act of 1940, as amended), or such trust shall be qualified under such Act or exempt from regulation thereunder; and (vii) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section 8.04 have been complied with; and (f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.