case of Notes that have become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as applicable, provided, however, that there will not exist, on the date of such deposit, a Default or Event of Default; provided, further, that such deposit will not result in a breach or violation of, or constitute a Default under, the Indenture or any other agreement or instrument to which the Company is a party or to which the Company is bound;
(ii) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and
(iii) the Company has delivered to the Trustee an Officers Certificate and an Opinion of Counsel, each stating that all conditions precedent (and in the case of the Officers Certificate, covenants) herein provided for relating to the satisfaction and discharge of the Indenture have been complied with; provided, however, that with respect to matters of fact an Opinion of Counsel may rely on an Officers Certificate or certificates of public officials.
Notwithstanding the satisfaction and discharge of the Indenture, the obligations of the Company to the Trustee under Section 7.7 of the Base Indenture, and, if money will have been deposited with the Trustee pursuant to clause (a) of this Section, the provisions of Sections 2.4, 2.7, 2.8, 8.2 and 8.5 of the Base Indenture will survive.
Section 11.2 Legal Defeasance of Notes. The Company will be deemed to have paid and discharged the entire indebtedness on all the outstanding Notes on the date the conditions set forth in this Section 11.2 are satisfied, and the provisions of the Indenture, as it relates to such outstanding Notes, will no longer be in effect and the Guarantee will terminate with respect to the Notes (and the Trustee, at the expense of the Company, will, upon receipt of a Company Order, execute instruments acknowledging the same), except as to:
(a) the rights of Holders of Notes to receive, from the trust funds described in subparagraph (i) hereof, payment of the principal of and each installment of principal of and interest on the outstanding Notes on the Maturity of such principal or installment of principal or interest;
(b) the provisions of Sections 2.3, 2.4, 2.6, 2.7, 2.8, 2.11, 2.12, 6.8, 8.2, 8.3 (as modified hereby), 8.5 and 8.6 of the Base Indenture and Sections 3.2, 6.1, 6.8 and this 11.2 of this Third Supplemental Indenture; and
(c) the rights, powers, trust, duties, indemnities and immunities of the Trustee and the Company hereunder and the Companys obligations in connection therewith;
provided that, the following conditions will have been satisfied:
i. the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable government securities, or a combination thereof, in such amounts as will be sufficient without consideration of reinvestment, in the written opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay the principal of, premium and interest on, the outstanding Notes on the Maturity Date or on the Redemption Date of the Notes, as the case may be, and the Company must specify whether the Notes are being defeased to such stated date for payment or to a particular Redemption Date;
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