Common use of Conditions to Legal Defeasance and Covenant Defeasance Clause in Contracts

Conditions to Legal Defeasance and Covenant Defeasance. The following shall be the conditions to Legal Defeasance or Covenant Defeasance: (1) the Company shall have irrevocably deposited with the Trustee, in trust, for the benefit of the Holders of the Notes cash in U.S. Legal Tender in such amount as will be sufficient, U.S. Government Obligations the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interest), or a combination thereof in such amounts as will be sufficient, as confirmed, certified or attested by an Independent Financial Advisor in writing to the Trustee, to pay the principal of, premium, if any, and interest on the Notes on the stated maturity date thereof or any earlier Redemption Date; (2) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations) confirming that: (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or (b) since the date of this Indenture, there has been a change in the applicable U.S. federal income tax law; in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal 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 Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations) confirming that the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit pursuant to clause (1) of this Section 8.03 (other than a Default and Event of Default resulting from borrowing of funds to be applied to make such deposit and any similar or substantially contemporaneous transactions and, in each case, the granting of any Liens in connection therewith); (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any agreement or instrument that, in the judgment of the Company, is material with respect to the Company and its Subsidiaries taken as a whole (excluding this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (6) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations), each stating that all conditions precedent provided for in this Section 8.03 to such Legal Defeasance or Covenant Defeasance, as the case may be, have been complied with; and (7) the Company shall have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes on the stated maturity date thereof or on the applicable Redemption Date, as the case may be (which instructions may be contained in the Officers’ Certificate referred to in clause (6) of this Section 8.03). Notwithstanding the foregoing, the Opinion of Counsel required by clause (2) of this Section 8.03 with respect to a Legal Defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (1) have become due and payable or (2) will become due and payable on their maturity date or any earlier Redemption Date within one year and, in the case of any such redemption, under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company.

Conditions to Legal Defeasance and Covenant Defeasance. The following shall be the conditions to Legal Defeasance or Covenant Defeasance: (1) the Company Issuers shall have irrevocably deposited with the Trustee, in trust, for the benefit of the Holders of the Notes cash in U.S. Legal Tender in such amount as will be sufficient, U.S. Government Obligations the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interest), or a combination thereof in such amounts as will be sufficient, as confirmed, certified or attested by an Independent Financial Advisor in writing to the Trustee, to pay the principal of, premium, if any, and interest on the Notes on the stated maturity date thereof or any earlier Redemption Date; (2) in the case of Legal Defeasance, the Company Issuers shall have delivered to the Trustee an Opinion of Counsel in the United States (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations) confirming that: (a) the Company has Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or (b) since the date of this Indenture, there has been a change in the applicable U.S. federal income tax law; in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal 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 Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Company Issuers shall have delivered to the Trustee an Opinion of Counsel in the United States (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations) confirming that the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit pursuant to clause (1) of this Section 8.03 (other than a Default and Event of Default resulting from borrowing of funds to be applied to make such deposit and any similar or substantially contemporaneous transactions and, in each case, the granting of any Liens in connection therewith); (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any agreement or instrument that, in the judgment of the CompanyIssuers, is material with respect to the Company Parent Guarantor and its Subsidiaries taken as a whole (excluding this Indenture) to which the Company Parent Guarantor or any of its Subsidiaries is a party or by which the Company Parent Guarantor or any of its Subsidiaries is bound; (6) the Company Issuers shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations), each stating that all conditions precedent provided for in this Section 8.03 to such Legal Defeasance or Covenant Defeasance, as the case may be, have been complied with; and (7) the Company Issuers shall have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes on the stated maturity date thereof or on the applicable Redemption Date, as the case may be (which instructions may be contained in the Officers’ Certificate referred to in clause (6) of this Section 8.03). Notwithstanding the foregoing, the Opinion of Counsel required by clause (2) of this Section 8.03 with respect to a Legal Defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (1) have become due and payable or (2) will become due and payable on their maturity date or any earlier Redemption Date within one year and, in the case of any such redemption, under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the CompanyIssuers.

Conditions to Legal Defeasance and Covenant Defeasance. The following shall be the conditions to Legal Defeasance the application of either Section 401(b) or Covenant Defeasance401(c) hereof to the Outstanding Securities of a series: (1a) the The Company shall have must irrevocably deposited deposit with the Trustee, in trust, for the benefit of the Holders of the Notes cash in U.S. Legal Tender in such amount as will be sufficientHolders, U.S. Dollars or U.S. Government Obligations the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interest)Obligations, or a combination thereof thereof, in such amounts as will be sufficient, as confirmed, certified or attested by an Independent Financial Advisor in writing to the Trusteeopinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest on the Notes such Securities on the stated maturity date for payment thereof or any earlier Redemption Dateon the applicable redemption date, as the case may be, of such principal or installment of principal of or interest on such Securities; provided, that the Trustee shall have received an irrevocable written order from the Company instructing the Trustee to apply such U.S. Dollars or the proceeds of such U.S. Government Obligations to said payments with respect to such Securities; (2b) in In the case of Legal Defeasancean election under Section 401(b) hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States confirming that (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations) confirming that: (aA) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling; or ruling or (bB) since the date of this the Indenture, there has been a change in the applicable U.S. federal income tax law; , in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, that the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal 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 Legal Defeasance had not occurred; (3c) in In the case of Covenant Defeasancean election under Section 401(c) hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations) confirming that the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4d) no No Default or Event of Default shall have occurred and be continuing on the date of such deposit pursuant to clause (1) of this Section 8.03 (other than a Default and or Event of Default resulting from borrowing the incurrence of funds Indebtedness all or a portion of the proceeds of which will be used to be applied defease the Securities of a series pursuant to make this Article Four concurrently with such deposit incurrence or with respect to Sections 501(5) and (6), at any similar or substantially contemporaneous transactions and, time in each case, the granting period ending on the 91st day after the date of any Liens in connection therewithsuch deposit); (5e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, of or constitute a default under, under this Indenture or any other material agreement or instrument that, in the judgment of the Company, is material with respect to the Company and its Subsidiaries taken as a whole (excluding this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (6f) the Company shall have delivered to the Trustee an Officers’ ' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (g) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations)Counsel, each stating that all conditions precedent (other than, in the case of such legal opinion, paragraph (f) as to which such counsel need express no opinion) provided for in this Section 8.03 or relating to such the Legal Defeasance or the Covenant Defeasance, as the case may be, Defeasance have been complied with; and (7h) the Company shall have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes on the stated maturity date thereof or on the applicable Redemption Date, as the case may be (which instructions may be contained in the Officers’ Certificate referred to in clause (6) of this Section 8.03). Notwithstanding the foregoing, the an Opinion of Counsel required by clause (2) of this Section 8.03 with respect to a Legal Defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (1) have become due effect that assuming no intervening bankruptcy or insolvency of the Company between the date of deposit and payable or (2) will become due the 91st day following the deposit and payable on their maturity date or any earlier Redemption Date within one year and, in the case of any such redemption, under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, that no Holder is an insider of the Company, after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable Bankruptcy Law.

Conditions to Legal Defeasance and Covenant Defeasance. The following shall be the conditions to Legal Defeasance or Covenant Defeasance: (1) the Company shall have irrevocably deposited with the Trustee, in trust, for the benefit of the Holders of the Notes cash in U.S. Legal Tender in such amount as will be sufficient, U.S. Government Obligations the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interest), or a combination thereof in such amounts as will be sufficient, as confirmed, certified or attested by an Independent Financial Advisor in writing to the Trustee, to pay the principal of, premium, if any, and interest on the Notes on the stated maturity date thereof or any earlier Redemption Date; (2) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations) confirming that: (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or (b) since the date of this Indenture, there has been a change in the applicable U.S. federal income tax law; in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal 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 Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations) confirming that the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit pursuant to clause (1) of this Section 8.03 (other than a Default and Event of Default resulting from borrowing of funds to be applied to make such deposit and any similar or substantially contemporaneous transactions and, in each case, the granting of any Liens in connection therewith); (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any agreement or instrument that, in the judgment of the Company, is material with respect to the Company and its Subsidiaries taken as a whole (excluding this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound, which agreement or instrument is material with respect to the Company and its Subsidiaries taken as a whole; (6) the Company shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations), each stating that all conditions precedent provided for in this Section 8.03 to such Legal Defeasance or Covenant Defeasance, as the case may be, provided for in this Section 8.03 have been complied with; and (7) the Company shall have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes on the stated maturity date thereof or on the applicable Redemption Date, as the case may be (which instructions may be contained in the Officers’ Officer’s Certificate referred to in clause (6) of this Section 8.03). Notwithstanding the foregoing, the Opinion of Counsel required by clause (2) of this Section 8.03 with respect to a Legal Defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (1) have become due and payable or (2) will become due and payable on their maturity date or any earlier Redemption Date within one year and, in the case of any such redemption, under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company.

Conditions to Legal Defeasance and Covenant Defeasance. The following shall be the conditions to Legal Defeasance application of Section 8.3 or Covenant Defeasance: Section 8.4 to the then outstanding Notes: (1i) the Company shall must have irrevocably deposited with the Trustee, in trust, for the benefit of the Holders of the Notes cash Notes, Cash in U.S. Legal Tender in such amount as will be sufficient, U.S. Government Obligations the scheduled payments of principal of and interest on which will be immediately available funds sufficient (without any reinvestment of such interestexcluding interest income), or in the opinion of a combination thereof in such amounts as will be sufficient, as confirmed, certified or attested by an Independent Financial Advisor in writing to the Trusteenationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest on on, with respect to the Notes on the stated maturity date thereof Stated Maturity Date of the Notes or any earlier on the Redemption Date; , as the case may be, of such principal of, premium, if any, and interest on the Notes; (2ii) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations) confirming that: (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or (b) since the date of this Indenture, there has been a change in the applicable U.S. federal income tax law; in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, that the Holders of the Notes will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. 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 Legal Defeasance defeasance had not occurred; , which opinion will state that (3A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling to such effect, or (B) since the Effective Date there has been a change in the applicable Federal income tax laws or regulations to such effect; (iii) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations) confirming that the Holders of the Notes will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal Federal income tax on the same amounts, in the same manner and at the same times time as would have been the case if such Covenant Defeasance had not occurred; ; (4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit pursuant to clause (1) of this Section 8.03 (other than a Default and Event of Default resulting from borrowing of funds to be applied to make such deposit and any similar or substantially contemporaneous transactions and, in each case, the granting of any Liens in connection therewith); (5iv) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, of or constitute a default under, under any material agreement or instrument that, in the judgment of the Company, is material with respect to the Company and its Subsidiaries taken as a whole (excluding this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries it is bound; ; (6v) the Company shall have delivered to the Trustee an Officers’ Opinion of Counsel to the effect that after the 91st day (or such other applicable date) following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; (vi) the Company shall have delivered to the Trustee a CP Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over the other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; and (vii) the Company shall have delivered to the Trustee a CP Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations)Counsel, each stating that all conditions precedent provided for in this Section 8.03 to such Legal Defeasance or Covenant Defeasance, as the case may be, Defeasance have been complied with; and (7) satisfied. After such irrevocable deposit made pursuant to this Section 8.5 and satisfaction of the Company shall have delivered irrevocable instructions to other applicable conditions set forth in this Section 8.5, the Trustee to apply upon request shall acknowledge in writing the deposited money toward the payment of the Notes on the stated maturity date thereof or on the applicable Redemption Date, as the case may be (which instructions may be contained in the Officers’ Certificate referred to in clause (6) of this Section 8.03). Notwithstanding the foregoing, the Opinion of Counsel required by clause (2) of this Section 8.03 with respect to a Legal Defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (1) have become due and payable or (2) will become due and payable on their maturity date or any earlier Redemption Date within one year and, in the case of any such redemption, under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, discharge of the Company's obligations under this Indenture except for those surviving obligations specified above.

Conditions to Legal Defeasance and Covenant Defeasance. The following shall be the conditions to Legal Defeasance or Covenant Defeasance: (1) the Company shall have irrevocably deposited with the Trustee, in trust, for the benefit of the Holders of the Notes cash in U.S. Legal Tender in such amount as will be sufficient, U.S. Government Obligations the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interest), or a combination thereof in such amounts as will be sufficient, as confirmed, certified or attested by an Independent Financial Advisor in writing to the Trustee, to pay the principal of, premium, if any, and interest on the Notes on the stated maturity date thereof or any earlier Redemption Date; (2) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations) confirming that: (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or (b) since the date of this Indenture, there has been a change in the applicable U.S. federal income tax law; in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal 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 Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations) confirming that the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit pursuant to clause (1) of this Section 8.03 (other than a Default and Event of Default resulting from borrowing of funds to be applied to make such deposit and any similar or substantially contemporaneous transactions and, in each case, the granting of any Liens in connection therewith); (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any agreement or instrument that, in the judgment of the Company, is material with respect to the Company and its Subsidiaries taken as a whole (excluding this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound, which agreement or instrument is material with respect to the Company and its Subsidiaries taken as a whole; (6) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations), each stating that all conditions precedent provided for in this Section 8.03 to such Legal Defeasance or Covenant Defeasance, as the case may be, provided for in this Section 8.03 have been complied with; and (7) the Company shall have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes on the stated maturity date thereof or on the applicable Redemption Date, as the case may be (which instructions may be contained in the Officers’ Certificate referred to in clause (6) of this Section 8.03). Notwithstanding the foregoing, the Opinion of Counsel required by clause (2) of this Section 8.03 with respect to a Legal Defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (1) have become due and payable or (2) will become due and payable on their maturity date or any earlier Redemption Date within one year and, in the case of any such redemption, under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company.

Conditions to Legal Defeasance and Covenant Defeasance. The following shall be the conditions precedent to Legal Defeasance application of either Section 7.02 or Covenant DefeasanceSection 7.03 to the Outstanding Securities of any series or Tranche: (1a) the The Company shall irrevocably have irrevocably deposited or caused to be deposited with the TrusteeTrustee as trust funds in trust for the purpose of making the following payments, in trustspecifically pledged as security for, for and dedicated solely to, the benefit of the Holders of such Securities, (i) money in an amount, (ii) Eligible Obligations which through the Notes cash scheduled payment of principal and interest in U.S. Legal Tender respect thereof in such amount as accordance with their terms will be provide, not later than one day before the due date of any payment, money in an amount, or (iii) a combination thereof, in each case sufficient, U.S. Government Obligations without reinvestment, in the scheduled payments opinion of principal a nationally recognized firm of and interest on which will be sufficient (without any reinvestment of such interest), or independent public accountants expressed in a combination written certification thereof in such amounts as will be sufficient, as confirmed, certified or attested by an Independent Financial Advisor in writing delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, of and premium, if any, and interest interest, if any, on the Notes Outstanding Securities of such series or Tranche on the stated maturity Maturity of such Securities and any Mandatory Sinking Fund Payments or analogous payments applicable to the Outstanding Securities of such series or Tranche on the due dates thereof. Before such a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of Securities at a future date thereof or dates in accordance with ARTICLE 4, which shall be given effect in applying this clause (a). (b) No Event of Default or event which, with notice or lapse of time or both, would become an Event of Default with respect to the Securities of such series or Tranche shall have occurred and be continuing (i) on the date of such deposit or (ii) insofar as Sections 8.01(e) and (f) are concerned, at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the first day following the expiration of the longest preference period applicable to the Company in respect of such deposit (it being understood that the condition in this clause (ii) shall not be deemed satisfied until the expiration of such period). (c) Such Legal Defeasance or Covenant Defeasance shall not (i) cause the Trustee for the Securities of such series or Tranche to have a conflicting interest for purposes of the Trust Indenture Act or (ii) result in the trust arising from such deposit to constitute, unless it is qualified as, a regulated investment company under the Investment Company Act of 1940, as amended. (d) Such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any earlier Redemption Date;other agreement or instrument to which the Company is a party or by which it is bound. (2e) in Such Legal Defeasance or Covenant Defeasance shall not cause any Securities of such series or Tranche then listed on any national securities exchange registered under the Exchange Act to be delisted. (f) In the case of Legal Defeasancean election under Section 7.02 or under Section 7.03, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations) confirming that: (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or (b) since the date of this Indenture, there has been a change in the applicable U.S. federal income tax law; in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, that the Holders of the Notes Outstanding Securities of such series or Tranche will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such Legal Defeasance or Covenant Defeasance, respectively, and will be subject to U.S. 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 Legal Defeasance or Covenant Defeasance, as applicable, had not occurred;. (3g) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations) confirming that the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit pursuant to clause (1) of this Section 8.03 (other than a Default and Event of Default resulting from borrowing of funds to be applied to make such deposit and any similar or substantially contemporaneous transactions and, in each case, the granting of any Liens in connection therewith); (5) such Such Legal Defeasance or Covenant Defeasance shall not result be effected in a breach compliance with any additional terms, conditions or violation limitations which may be imposed on the Company in connection therewith pursuant to Section 3.01. (h) The Company shall have paid, or provided for the payment of, or constitute a default under, any agreement or instrument that, in the judgment fees and expenses of the Company, is material with respect Trustee payable pursuant to the Company and its Subsidiaries taken as a whole (excluding this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound;Section 9.07. (6i) the The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations)Counsel, each stating that all conditions precedent provided for in this Section 8.03 relating to such either the Legal Defeasance under Section 7.02 or the Covenant Defeasance, Defeasance under Section 7.03 (as the case may be, ) have been complied with; and (7) the Company shall have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes on the stated maturity date thereof or on the applicable Redemption Date, as the case may be (which instructions may be contained in the Officers’ Certificate referred to in clause (6) of this Section 8.03). Notwithstanding the foregoing, the Opinion of Counsel required by clause (2) of this Section 8.03 with respect to a Legal Defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (1) have become due and payable or (2) will become due and payable on their maturity date or any earlier Redemption Date within one year and, in the case of any such redemption, under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company.

Conditions to Legal Defeasance and Covenant Defeasance. The following shall be the conditions to Legal Defeasance or Covenant Defeasance: (1) the Company shall have irrevocably deposited with the Trustee, in trust, for the benefit of the Holders of the Notes cash in U.S. Legal Tender in such amount as will be sufficient, U.S. Government Obligations the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interest), or a combination thereof in such amounts as will be sufficient, as confirmed, certified or attested by an Independent Financial Advisor independent financial advisor of recognized standing selected by the Company in writing to the Trustee, to pay the principal of, premium, if any, and interest on the Notes on the stated maturity date thereof or any earlier Redemption Date; (2) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations) confirming that: (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or (b) since the date of this Indenture, there has been a change in the applicable U.S. federal income tax law; in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal 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 Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations) confirming that the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit pursuant to clause (1) of this Section 8.03 (other than a Default and Event of Default resulting from borrowing of funds to be applied to make such deposit and any similar or substantially contemporaneous transactions and, in each case, the granting of any Liens in connection therewith); (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any agreement or instrument that, in the judgment of the Company, is material with respect to the Company and its Subsidiaries taken as a whole (excluding this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (6) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations), each stating that all conditions precedent provided for in this Section 8.03 to such Legal Defeasance or Covenant Defeasance, as the case may be, have been complied with; and (7) the Company shall have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes on the stated maturity date thereof or on the applicable Redemption Date, as the case may be (which instructions may be contained in the Officers’ Certificate referred to in clause (6) of this Section 8.03). Notwithstanding the foregoing, the Opinion of Counsel required by clause (2) of this Section 8.03 with respect to a Legal Defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (1) have become due and payable or (2) will become due and payable on their maturity date or any earlier Redemption Date within one year and, in the case of any such redemption, under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company.

Conditions to Legal Defeasance and Covenant Defeasance. The following shall be the conditions to Legal Defeasance application of Section 8.3 or Covenant DefeasanceSection 8.4 to the then outstanding Notes: (1i) the Company shall must have irrevocably deposited with the Trustee, in trust, for the benefit of the Holders of the Notes cash Notes, Cash in U.S. Legal Tender in such amount as will be sufficient, U.S. Government Obligations the scheduled payments of principal of and interest on which will be immediately available funds sufficient (without any reinvestment of such interestexcluding interest income), or in the opinion of a combination thereof in such amounts as will be sufficient, as confirmed, certified or attested by an Independent Financial Advisor in writing to the Trusteenationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest on on, with respect to the Notes on the stated maturity date thereof Stated Maturity Date of the Notes or any earlier on the Redemption Date; , as the case may be, of such principal of, premium, if any, and interest on the Notes; (2ii) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations) confirming that: (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or (b) since the date of this Indenture, there has been a change in the applicable U.S. federal income tax law; in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, that the Holders of the Notes will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. 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 Legal Defeasance defeasance had not occurred; , which opinion will state that (3A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling to such effect, or (B) since the Effective Date there has been a change in the applicable Federal income tax laws or regulations to such effect; (iii) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations) confirming that the Holders of the Notes will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal Federal income tax on the same amounts, in the same manner and at the same times time as would have been the case if such Covenant Defeasance had not occurred; ; (4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit pursuant to clause (1) of this Section 8.03 (other than a Default and Event of Default resulting from borrowing of funds to be applied to make such deposit and any similar or substantially contemporaneous transactions and, in each case, the granting of any Liens in connection therewith); (5iv) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, of or constitute a default under, under any material agreement or instrument that, in the judgment of the Company, is material with respect to the Company and its Subsidiaries taken as a whole (excluding this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries it is bound; ; (6v) the Company shall have delivered to the Trustee an Officers’ Opinion of Counsel to the effect that after the 91st day (or such other applicable date) following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; (vi) the Company shall have delivered to the Trustee a CP Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over the other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; and (vii) the Company shall have delivered to the Trustee a CP Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations)Counsel, each stating that all conditions precedent provided for in this Section 8.03 to such Legal Defeasance or Covenant Defeasance, as the case may be, Defeasance have been complied with; and (7) satisfied. After such irrevocable deposit made pursuant to this Section 8.5 and satisfaction of the Company shall have delivered irrevocable instructions to other applicable conditions set forth in this Section 8.5, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under this Indenture except for those surviving obligations specified above. The Trustee shall hold in trust Cash deposited with it pursuant to this Section 8.5. It shall apply the deposited money toward through the Paying Agent and in accordance with this Indenture to the payment of the Notes principal of, premium, if any, and interest on the stated maturity date thereof or on the applicable Redemption Date, as the case may be (which instructions may be contained in the Officers’ Certificate referred to in clause (6) of this Section 8.03). Notwithstanding the foregoing, the Opinion of Counsel required by clause (2) of this Section 8.03 with respect to a Legal Defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (1) have become due and payable or (2) will become due and payable on their maturity date or any earlier Redemption Date within one year and, in the case of any such redemption, under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the CompanyNotes.

Conditions to Legal Defeasance and Covenant Defeasance. The following shall be the conditions to Legal Defeasance the application of either Section 12.1(b) or Covenant Defeasance12.1(c) hereof to the outstanding Notes: (1a) the Company Issuers shall have irrevocably deposited deposit with the Trustee, in trust, for the benefit of the Holders of the Notes cash in Holders, U.S. Legal Tender in such amount as will be sufficientTender, U.S. Government Obligations the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interest), or a combination thereof thereof, in such amounts as will be sufficientsufficient (without reinvestment) in the opinion or based on a report of a nationally recognized firm of independent public accountants, as confirmed, certified investment bank or attested appraisal firm selected by an Independent Financial Advisor in writing to the TrusteeIssuers, to pay the principal of, premium, if any, of and interest on the Notes on the stated maturity date thereof for payment or on the Redemption Date of the Notes, provided that, with respect to any earlier redemption pursuant to Section 5 or Section 6 of the Notes that requires the payment of the Applicable Premium, the Redemption DatePrice deposited shall be sufficient for purposes of this Indenture to the extent that the Redemption Price so deposited with the Trustee is calculated using an amount equal to the Applicable Premium computed using the Adjusted Treasury Rate as of the third Business Day preceding the date of such deposit with the Trustee; (2b) in the case of Legal Defeasance, the Company Issuers shall have delivered to the Trustee an Opinion of Counsel in the United States (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations) confirming that: (ai) the Company has Issuers have received from, or there has been published by, by the Internal Revenue Service Service, a ruling; , or (bii) since the date of this IndentureClosing Date, there has been a change in the applicable U.S. federal income tax law; , in either case to the effect that, and based thereon such this Opinion of Counsel shall confirm that, that the Holders of the Notes and beneficial owners will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal 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 Legal Defeasance had not occurred; (3c) in the case of Covenant Defeasance, the Company Issuers shall have delivered to the Trustee an Opinion of Counsel in the United States (which Opinion of Counsel may be subject reasonably acceptable to customary assumptions, exceptions and limitations) the Trustee confirming that the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit pursuant to clause (1) of this Section 8.03 (other than a Default and Event of Default resulting from the borrowing of funds to be applied to make such deposit and any similar or and substantially contemporaneous transactions simultaneous deposit relating to other Indebtedness and, in each case, the granting of any Liens on the funds deposited in connection therewith); (5e) such the Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, under any other material agreement or material instrument that, in the judgment of the Company, is material with respect to the Company and its Subsidiaries taken as a whole (excluding other than this Indenture) to which the Company Parent or any of its Subsidiaries is a party or by which the Company Parent or any of its Subsidiaries is bound;bound (other than any default relating to any Indebtedness being repaid, discharged, defeased, redeemed or repurchased from any borrowing of funds to be applied to such deposit and any similar and substantially simultaneous deposit relating to such Indebtedness, and the granting of Liens on the funds deposited in connection therewith); and (6f) the Company Issuers shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations)Counsel, each stating that all the conditions precedent provided for in, in the case of the Officer’s Certificate, clauses (a) through (e), as applicable, and, in the case of the Opinion of Counsel, clauses (b), if applicable, and/or (c) of this Section 8.03 to such Legal Defeasance or Covenant Defeasance, as the case may be, 12.2 have been complied with; and (7) the Company shall have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes on the stated maturity date thereof or on the applicable Redemption Date, as the case may be (which instructions may be contained in the Officers’ Certificate referred to in clause (6) of this Section 8.03). Notwithstanding the foregoing, the Opinion of Counsel required by clause (2b) of this Section 8.03 above with respect to a Legal Defeasance need not to be delivered if all Notes not theretofore delivered to the Trustee for cancellation (1x) have become due and payable payable, or (2y) will become due and payable on their maturity date or any earlier Redemption Date at Stated Maturity within one year and, in the case of any such redemption, or are to be called for redemption within one year under irrevocable written arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the CompanyIssuers.

Conditions to Legal Defeasance and Covenant Defeasance. The following shall be the conditions to Legal Defeasance the application of either Section 9.2 or Covenant Defeasance9.3 to the outstanding Securities: (1a) the The Company shall irrevocably have irrevocably deposited or caused to be deposited with the TrusteeTrustee (or another trustee satisfying the requirements of Section 8.10 who shall agree to comply with the provisions of this Article IX applicable to it) as trust funds in trust for the purpose of making the following payments, in trustspecifically pledged as security for, for and dedicated solely to, the benefit of the Holders of the Notes cash in such Securities, (a) U.S. Legal Tender in an amount, or (b) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, U.S. Legal Tender in an amount, or (c) a combination thereof, in such amount amounts, as will be sufficient, U.S. Government Obligations in the scheduled payments opinion of principal a nationally recognized firm of and interest on which will be sufficient (without any reinvestment of such interest), or independent public accountants expressed in a combination written certification thereof in such amounts as will be sufficient, as confirmed, certified or attested by an Independent Financial Advisor in writing delivered to the Trustee, to pay and discharge and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge the principal of, premium, if any, and interest on, the outstanding Securities on the Notes Stated Maturity date for payment thereof or on the stated maturity date thereof or any earlier applicable Redemption Date;, as the case may be, of such principal or installment of principal of, premium, if any, or interest on such Securities; provided that the Trustee shall have been irrevocably -------- instructed to apply such U.S. Legal Tender or the proceeds of such U.S. Government Obligations to said payments with respect to the Securities. (2b) in In the case of Legal Defeasancean election under Section 9.2, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably satisfactory to the Trustee confirming that (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations) confirming that: (ai) the Company has received from, or there has been published by, by the Internal Revenue Service a ruling; or , or (bii) since the date of this Indenturehereof, there has been a change in the applicable U.S. federal Federal income tax law; , in either case to the effect that, and based thereon such Opinion of Counsel opinion shall confirm that, the Holders of the Notes outstanding Securities will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. 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 Legal Defeasance had not occurred; (3c) in In the case of Covenant Defeasancean election under Section 9.3, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States (which Opinion of Counsel may be subject reasonably acceptable to customary assumptions, exceptions and limitations) confirming the Trustee to the effect that the Holders of the Notes outstanding Securities will not recognize income, gain or loss for U.S. federal Federal income tax purposes purpos- es as a result of such Covenant Defeasance and will be subject to U.S. federal Federal income tax on in the same amountsamount, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4d) no No Default or Event of Default shall have occurred and be continuing on the date of such deposit pursuant to clause (1or, insofar as Section 7.1(a)(4) or 7.1(a)(5) is concerned, at any time in the period ending on the 91st day after the date of this Section 8.03 (other than a Default and Event of Default resulting from borrowing of funds to be applied to make such deposit and any similar or substantially contemporaneous transactions and, in each case, (it being understood that this condition shall not be deemed satisfied until the granting expiration of any Liens in connection therewithsuch period); (5e) such Such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument that, in the judgment of to which the Company, is material with respect to the Company and its Subsidiaries taken as a whole (excluding this Indenture) to which Guarantors, the Company Parent Guarantor or any of its their Subsidiaries is a party or by which the Company or any of its Subsidiaries them is bound; (6f) In the case of an election under Section 9.2 or 9.3, the Company shall have delivered to the Trustee an Officers’ ' Certificate stating that the deposit made by the Company pursuant to its election under such Section was not made by the Company with the intent of preferring the Holders over other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others; and (g) The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations)in the United States, each stating that all conditions precedent provided for in this Section 8.03 or relating to such either the Legal Defeasance or the Covenant Defeasance, as the case may be, Defeasance have been complied with; and (7) the Company shall have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes on the stated maturity date thereof or on the applicable Redemption Date, with as the case may be (which instructions may be contained in the Officers’ Certificate referred to in clause (6) of contemplated by this Section 8.03). Notwithstanding the foregoing, the Opinion of Counsel required by clause (2) of this Section 8.03 with respect to a Legal Defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (1) have become due and payable or (2) will become due and payable on their maturity date or any earlier Redemption Date within one year and, in the case of any such redemption, under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company9.4.