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

Conditions to Legal Defeasance or Covenant Defeasance. In order to exercise either legal defeasance or covenant defeasance: (a) the Company must irrevocably deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders, cash in U.S. Legal Tender, non-callable U.S. Government Securities or a combination of cash and non-callable U.S. Government Securities, sufficient to pay the principal, premium, if any, and interest on the outstanding Notes on the Maturity Date or on an available Redemption Date, as the case may be, and the Company must specify whether the Notes are being defeased to the Maturity Date or to that Redemption Date; (b) in the case of legal defeasance only, the Company must deliver to the Trustee an Opinion of Counsel confirming that: (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the Issue Date, there has been a change in the applicable federal income tax law, and (iii) based on the ruling obtained under clause ‎(i) or the change in tax law referred to under clause ‎(ii), the beneficial owners of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of legal defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if legal defeasance had not occurred; (c) in the case of covenant defeasance only, the Company must deliver to the Trustee an Opinion of Counsel confirming that the beneficial owners of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of 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 covenant defeasance had not occurred; (d) no Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Debt, and, in each case the granting of Liens in connection therewith) with respect to the Notes shall have occurred and be continuing on the date of such deposit; (e) in the case of legal defeasance only, the legal defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Restricted Subsidiaries is a party or by which the Company or any of its Restricted Subsidiaries is bound; (f) in the case of legal defeasance only, the Company must deliver to the Trustee an Opinion of Counsel, subject to customary exceptions and assumptions, to the effect that on the 91st day following the deposit, the defeasance trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws generally affecting creditors’ rights; (g) the Company must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders 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; and (h) the Company must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the legal defeasance or the covenant defeasance have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause ‎(b) above with respect to a legal defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable, (ii) shall become due and payable on the Maturity Date within one year or (iii) as to which a redemption notice has been given calling the Notes for redemption within one year, 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 or Covenant Defeasance. In order to exercise either legal defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance: (a1) the Company Issuers must irrevocably deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders, cash in U.S. Legal Tenderdollars, non-callable U.S. Government Securities Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of cash and non-callable U.S. Government Securitiesa nationally recognized investment bank, sufficient appraisal firm or firm of independent public accountants, to pay the principal, principal of and interest and premium, if any, and interest on the outstanding Notes on the Maturity Date date of fixed maturity or on an available Redemption Datethe applicable redemption date, as the case may be, and the Company Issuers must specify whether the Notes are being defeased to the Maturity Date date of fixed maturity or to that Redemption Datea particular redemption date; (b2) in the case of legal defeasance onlyan election under Section 7.02, the Company must deliver Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: (ia) the Company has Issuers have received from, or there has been published by, the Internal Revenue Service a ruling, ; or (iib) since the Issue Date, there has been a change in the applicable federal income tax law, and (iii) in either case to the effect that, and based on the ruling obtained under clause ‎(i) or the change in tax law referred to under clause ‎(ii)thereon such Opinion of Counsel shall confirm that, the beneficial owners Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of legal defeasance such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if legal defeasance such Legal Defeasance had not occurred; provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of Officers of the General Partner; (c3) in the case of covenant defeasance onlyan election under Section 7.03, the Company must deliver Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the beneficial owners Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of covenant defeasance such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if covenant defeasance such Covenant Defeasance had not occurred; provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of Officers of the General Partner; (d4) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Debt, and, in each case the granting of Liens in connection therewith) with respect to the Notes shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the incurrence of Indebtedness or other borrowing of funds, or the grant of Liens securing such Indebtedness or other borrowing, all or a portion of which are to be applied to such deposit); (e5) in the case of legal defeasance only, the legal defeasance such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this IndentureSupplemental Indenture or the Base Indenture (as it relates to the Notes)) to which the Company or any of its Restricted Subsidiaries is a party or by which the Company or any of its Restricted Subsidiaries is bound; (f6) in the case of legal defeasance only, the Company must deliver Issuers shall have delivered to the Trustee an Opinion of Counsel, subject to customary exceptions and assumptions, to the effect that on the 91st day following the deposit, the defeasance trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws generally affecting creditorsOfficers’ rights; (g) the Company must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company Issuers with the intent of preferring the Holders of Notes over any other creditors of the Company Issuers or with the intent of defeating, hindering, delaying or defrauding any other creditors of the CompanyIssuers or others; and (h7) the Company must deliver Issuers shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the legal defeasance Legal Defeasance or the covenant defeasance Covenant Defeasance have been complied with. Notwithstanding the foregoing; provided, the Opinion of Counsel required by clause ‎(b) above with respect to a legal defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payablehowever, (ii) shall become due and payable on the Maturity Date within one year or (iii) that such counsel may rely, as to which matters of fact, on a redemption notice has been given calling the Notes for redemption within one year, under arrangements satisfactory to the Trustee for the giving certificate or certificates of notice of redemption by the Trustee in the name, and at the expense, Officers of the CompanyGeneral Partner.

Conditions to Legal Defeasance or Covenant Defeasance. In order to exercise either legal defeasance Legal Defeasance under Section 8.02(b) or covenant defeasanceCovenant Defeasance under Section 8.02(c) with respect to Securities of any Series: (a1) the Company Issuer must irrevocably deposit with the TrusteeTrustee for such Securities, in trust (the “defeasance trust”), for the benefit of the HoldersHolders of such Securities, cash in U.S. Legal Tender, non-callable money or U.S. Government Securities Obligations or a combination thereof, in such amounts as will be sufficient (without reinvestment), in the opinion of cash and non-callable U.S. Government Securitiesa nationally recognized firm of independent public accountants selected by the Issuer, sufficient to pay the principal, premium, if anyprincipal of and interest on, and interest any mandatory sinking fund payments in respect of, the outstanding Securities of such Series on the outstanding Notes stated date for payment thereof or on the Maturity Date or on an available Redemption Dateapplicable redemption date, as the case may be, and the Company Issuer must specify whether the Notes such Securities are being defeased to the Maturity Date such stated date for payment or to that Redemption Datea particular redemption date; (b2) in the case of legal defeasance onlyLegal Defeasance, the Company must deliver Issuer shall have delivered to the Trustee for such Securities an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: (i) the Company Issuer has received from, or there has been published by, the Internal Revenue Service Service, a ruling, or (ii) since the Issue Datedate of this Indenture, there has been a change in the applicable U.S. federal income tax law, and (iii) in either case to the effect that, and based on the ruling obtained under clause ‎(i) or the change in tax law referred to under clause ‎(ii)thereon, the beneficial owners Holders of the outstanding Notes Securities of such Series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of legal defeasance 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 legal defeasance such Legal Defeasance had not occurred; (c3) in the case of covenant defeasance onlyCovenant Defeasance, the Company must deliver Issuer shall have delivered to the Trustee for such Securities an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the beneficial owners Holders of the outstanding Notes such Securities will not recognize income, gain or loss for U.S. federal income tax purposes as a result of covenant defeasance 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 covenant defeasance such Covenant Defeasance had not occurred; (d4) no Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Debt, and, in each case the granting of Liens in connection therewith) with respect to the Notes such Securities shall have occurred and be continuing on the date of such deposit (other than a Default resulting from the borrowing of funds to be applied to such deposit); (e5) in the case of legal defeasance only, the legal defeasance Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company Issuer or any of its Restricted Subsidiaries is a party or by which the Company Issuer or any of its Restricted Subsidiaries is boundbound (other than any such default resulting solely from the borrowing of funds to be applied to such deposit and the grant of any Lien on such deposit in favor of the Trustee and/or the Holders); (f6) in the case of legal defeasance only, the Company must deliver Issuer shall have delivered to the Trustee for such Securities an Opinion of Counsel, subject to customary exceptions and assumptions, to the effect that on the 91st day following the deposit, the defeasance trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws generally affecting creditorsOfficers’ rights; (g) the Company must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company Issuer with the intent of preferring the Holders of Notes such Securities over any other creditors of the Company Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Companyits creditors; and (h7) the Company must deliver Issuer shall have delivered to the Trustee for such Securities an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating stating, in the case of the Officers’ Certificate, clauses (1) through (6) of this Section 8.03, as applicable, have been complied with and stating, in the case of the Opinion of Counsel, that all the conditions precedent relating to the legal defeasance provided for in clause (2) or the covenant defeasance (3), as applicable, and clause (5) of this Section 8.03 have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause ‎(b) above with respect to a legal defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable, (ii) shall become due and payable on the Maturity Date within one year or (iii) as to which a redemption notice has been given calling the Notes for redemption within one year, 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 or Covenant Defeasance. The following shall be the conditions to the application of either the Legal Defeasance option as the Covenant Defeasance option hereof to the outstanding Notes: In order to exercise either legal defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance: (a1) the Company must irrevocably deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the HoldersHolders of the Notes, cash in U.S. Legal Tender, non-callable U.S. Government Securities Obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of cash and non-callable U.S. Government Securitiesa nationally recognized firm of independent public accountants, sufficient to pay the principalprincipal of, premium, if any, and interest on the outstanding Notes on the Stated Maturity Date or on an available Redemption Datethe applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to the Maturity Date maturity or to that Redemption Datea particular redemption date; (b2) in the case of legal defeasance onlyan election of Legal Defeasance, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel (subject to customary exceptions and exclusions) reasonably acceptable to the Trustee confirming that: that (ia) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or ruling or (iib) since the Issue Datedate of this Indenture, there has been a change in the applicable federal income tax law, and (iii) in either case to the effect that, and based on the ruling obtained under clause ‎(i) or the change in tax law referred to under clause ‎(ii)thereon such Opinion of Counsel shall confirm that, the beneficial owners Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of legal defeasance such deposit and Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if legal defeasance such deposit and Legal Defeasance had not occurred; (c3) in the case of covenant defeasance onlyan election of Covenant Defeasance, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel (subject to customary exceptions and exclusions) reasonably acceptable to the Trustee confirming that the beneficial owners Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of covenant defeasance such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if covenant defeasance such Covenant Defeasance had not occurred; (d4) no Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Debt, and, in each case the granting of Liens in connection therewith) with respect to the Notes shall have occurred and be continuing either: (a) on the date of such deposit (other than a Default resulting from the borrowing of funds to be applied to such deposit), or (b) insofar as Events of Default from bankruptcy or insolvency events pertaining to the Company are concerned, at any time in the period ending on the 91st day after the date of deposit; provided that such Legal Defeasance or Covenant Defeasance, as the case may be, shall be deemed to have occurred on the date of such deposit, subject to such Event of Default from bankruptcy or insolvency pertaining to the Company within such 91-day period; (e5) in the case of legal defeasance only, the legal defeasance shall such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Restricted Subsidiaries is a party or by which the Company or any of its Restricted Subsidiaries is bound; (f) in the case of legal defeasance only, the Company must deliver to the Trustee an Opinion of Counsel, subject to customary exceptions and assumptions, to the effect that on the 91st day following the deposit, the defeasance trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws generally affecting creditors’ rights; (g6) the Company must deliver to the Trustee an Officer’s Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes over any the other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the CompanyCompany or others; and (h7) the Company must deliver to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each Counsel stating that all conditions precedent relating to the legal defeasance Legal Defeasance or the covenant defeasance Covenant Defeasance have been complied with. Notwithstanding the foregoing, the with (which Opinion of Counsel required by may expressly assume that the only material agreements or instruments referred to in clause ‎(b(5) above with respect to a legal defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable, (ii) shall become due and payable on the Maturity Date within one year or (iii) as to which a redemption notice has been given calling the Notes for redemption within one year, under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee this Section 8.03 are those listed in the name, and at the expense, of the Companyan Officers’ Certificate).

Conditions to Legal Defeasance or Covenant Defeasance. In order The following shall be the conditions to exercise either legal defeasance the application of Section 1302 or covenant defeasance1303: (a1) the Company Issuer must irrevocably deposit with the Trustee, as trust funds, in trust (the “defeasance trust”), solely for the benefit of the Holders, cash in U.S. Legal TenderDollars, non-callable U.S. Government Securities Obligations or a combination thereof, in such amounts as will be sufficient (without consideration of cash any reinvestment of interest) in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants selected by the Issuer and non-callable U.S. Government Securitiesdelivered to the Trustee, sufficient to pay the principal, principal of and interest and premium, if any, and interest on the outstanding Outstanding Notes on the Maturity Date stated date for payment thereof or on an available the applicable Redemption Date, as the case may be, and the Company must specify whether the Notes are being defeased to the Maturity Date or to that Redemption Date;, (b2) in the case of legal defeasance onlyLegal Defeasance, the Company must deliver Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States confirming that: (ia) the Company Issuer has received from, or there has been published by, by the Internal Revenue Service Service, a ruling, ; or (iib) since the Issue Datedate of the Indenture, there has been a change in the applicable U.S. federal income tax lawlaw in either case to the effect that, and (iii) and based on the ruling obtained under clause ‎(i) or the change in tax law referred to under clause ‎(ii)thereon such Opinion of Counsel shall confirm that, the beneficial owners Holders of the outstanding Outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of legal defeasance the 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 legal defeasance such Legal Defeasance had not occurred;, (c3) in the case of covenant defeasance onlyCovenant Defeasance, the Company must deliver Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the beneficial owners Holders of the outstanding Outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of covenant defeasance the 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 covenant defeasance the Covenant Defeasance had not occurred;, (d4) no Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Debt, and, in each case the granting of Liens in connection therewith) with respect to the Notes shall have occurred and be continuing on the date of such deposit;deposit (other than a Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowings), (e5) in the case of legal defeasance only, the legal defeasance 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 instrument (other than this Indenturethe Indenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which the Company Parent Guarantor or any of its Restricted Subsidiaries is a party or by which the Company Parent Guarantor or any of its Restricted Subsidiaries is bound;, (f6) in the case of legal defeasance only, the Company must deliver Issuer shall have delivered to the Trustee an Opinion of Counsel, subject to customary exceptions and assumptions, to the effect that on the 91st day following the deposit, the defeasance trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws generally affecting creditorsOfficers’ rights; (g) the Company must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company it with the intent of preferring the Holders of Notes over any other of its creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other of its creditors of the Company; or others, and (h7) the Company must deliver Issuer shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating Counsel to the effect that all the conditions precedent relating to the legal defeasance or the covenant defeasance provided for in clauses (1) through (6) have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause ‎(b) above with respect to a legal defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable, (ii) shall become due and payable on the Maturity Date within one year or (iii) as to which a redemption notice has been given calling the Notes for redemption within one year, 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 or Covenant Defeasance. In order The following shall be the conditions to exercise the application of either legal defeasance Section 9.02 or covenant defeasance9.03 hereof to the outstanding Notes and the Note Guarantees: (a1) the Company Issuer must irrevocably deposit with the TrusteeTrustee (or other qualifying trustee), as trust funds, in trust (the “defeasance trust”), solely for the benefit of the Holders, cash in U.S. Legal Tender, non-callable legal tender or U.S. Government Securities Obligations, or a combination thereof, in such amounts as will be sufficient (without consideration of cash and non-callable U.S. Government Securitiesany reinvestment of interest), sufficient in the opinion of a nationally recognized investment bank, appraisal firm or firms of independent public accountants selected by the Issuer, to pay the principal, premium, if any, principal of and interest on the outstanding Notes on the Maturity Date stated date for payment thereof or on an available the applicable Redemption Date, as the case may be, and the Company must specify whether the Notes are being defeased to the Maturity Date or to that Redemption Date; (b2) in the case of legal defeasance onlyan election under Section 9.02 hereof, the Company must deliver Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: that (iA) the Company Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or ruling or (iiB) since the Issue Datedate of this Indenture, there has been a change in the applicable U.S. federal income tax law, and (iii) in either case to the effect that, and based on the ruling obtained under clause ‎(i) or the change in tax law referred to under clause ‎(ii)thereon such Opinion of Counsel shall confirm that, the beneficial owners of the outstanding Notes Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of legal defeasance the 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 legal defeasance such Legal Defeasance had not occurred; (c3) in the case of covenant defeasance onlyan election under Section 9.03 hereof, the Company must deliver Issuer shall have delivered to the Trustee an Opinion of Counsel confirming that the beneficial owners of the outstanding Notes Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of covenant defeasance 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 covenant defeasance such Covenant Defeasance had not occurred; (d4) no Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Debt, and, in each case the granting of Liens in connection therewith) with respect to the Notes shall have occurred and be continuing on the date of such depositdeposit (other than a Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing); (e5) in the case of legal defeasance only, the legal defeasance 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 (other than this Indenture) to which the Company Issuer or any of its Restricted Subsidiaries is a party or by which the Company Issuer or any of its Restricted Subsidiaries is boundbound (other than any such Default or default resulting solely from the borrowing of funds to be applied to such deposit and the grant of any Lien to secure such borrowings); (f6) in the case of legal defeasance only, the Company must deliver Issuer shall have delivered to the Trustee an Opinion of Counsel, subject to customary exceptions and assumptions, to the effect that on the 91st day following the deposit, the defeasance trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws generally affecting creditorsOfficers’ rights; (g) the Company must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company Issuer with the intent of preferring the Holders of Notes over any other creditors of the Company Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the CompanyIssuer or others; and (h7) the Company must deliver Issuer shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that all the conditions precedent relating to provided for in, in the legal defeasance or case of the covenant defeasance Officers’ Certificate, clauses (1) through (6) and, in the case of the Opinion of Counsel, clauses (2) and/or (3) and (5) of this Section 9.04 have been complied with. Notwithstanding If the foregoing, the Opinion of Counsel required by clause ‎(b) above funds deposited with respect to a legal defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (i) have become due to effect Covenant Defeasance are insufficient to pay the principal of and payable, (ii) shall become due and payable interest on the Maturity Date within one year or (iii) as Notes when due, then the Issuer’s obligations and the obligations of Guarantors under this Indenture will be revived and no such defeasance will be deemed to which a redemption notice has been given calling the Notes for redemption within one year, 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 Companyhave occurred.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes: In order to exercise either legal defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance: (a) the Company must shall irrevocably deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the HoldersHolders of Notes, cash in U.S. Legal Tenderdollars, non-callable U.S. Government Securities Securities, or a combination thereof, in such amounts as shall be sufficient, in the opinion of cash and non-callable U.S. Government Securitiesa nationally recognized firm of independent public accountants (or, sufficient if two or more nationally recognized firms of independent public accountants decline to issue such opinion as a matter of policy, in the opinion of the Company’s chief financial officer), to pay the principalprincipal of, premium, if any, and interest on the outstanding Notes on the Stated Maturity Date or on an available Redemption Datethe applicable redemption date, as the case may be, and the Company must shall specify whether the such Notes are being defeased to the Maturity Date maturity or to that Redemption Datea particular redemption date; (b) in the case of legal defeasance onlyan election under Section 8.02, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or ruling or (ii) since the Issue Date, there has been a change in the applicable U.S. federal income tax law, and (iii) in either case to the effect that, and based on the ruling obtained under clause ‎(i) or the change in tax law referred to under clause ‎(ii)thereon such Opinion of Counsel shall confirm that, the beneficial owners Holders of the outstanding Notes will shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of legal defeasance such Legal Defeasance and will shall 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 legal defeasance such Legal Defeasance had not occurred; (c) in the case of covenant defeasance onlyan election under Section 8.03, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the beneficial owners Holders of the outstanding Notes will shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of covenant defeasance such Covenant Defeasance and will shall 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 covenant defeasance such Covenant Defeasance had not occurred; (d) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Debt, and, in each case the granting of Liens in connection therewith) with respect to the Notes shall have occurred and be continuing on the date of such deposit other than a Default resulting from the borrowing of funds to be applied to such deposit; (e) in the case of legal defeasance only, the legal defeasance such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, under any material agreement or instrument (other than this Indenture) to which the Company or any of its Restricted Subsidiaries is a party or by which the Company or any of its Restricted Subsidiaries is bound; (f) in the case of legal defeasance only, the Company must deliver to the Trustee an Opinion of Counsel, subject to customary exceptions and assumptions, to the effect that on the 91st day following the deposit, the defeasance trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws generally affecting creditors’ rights; (g) the Company must deliver shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the CompanyCompany or others; (g) if the Notes are to be redeemed prior to their Stated Maturity, the Company shall have delivered to the Trustee irrevocable instructions to redeem all of the Notes on the specified redemption date; and (h) the Company must deliver shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent precedent, including, without limitation, the conditions set forth in this Section 8.04, provided for or relating to the legal defeasance Legal Defeasance or the covenant defeasance Covenant Defeasance have been complied with. Notwithstanding In the foregoingcase of defeasance, upon any redemption that requires the payment of the Applicable Premium, the Opinion amount deposited with the trustee shall be sufficient for purposes of Counsel required by clause ‎(b(a) above and this Indenture to the extent that an amount is deposited with respect the trustee equal to a legal defeasance need not the Applicable Premium calculated as of the date of such deposit, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be delivered if all Notes not theretofore 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 for cancellation (i) have become due and payable, (ii) trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall become due and payable on the Maturity Date within one year or (iii) as to which a redemption notice has been given calling the Notes for redemption within one year, 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 Companybe applied toward such redemption.

Conditions to Legal Defeasance or Covenant Defeasance. In order The following shall be the conditions to exercise the application of either legal defeasance Section 9.02 or covenant defeasance9.03 hereof to the outstanding Notes: (a) the Company Issuers must irrevocably deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders, cash in U.S. Legal TenderUnited States dollars, non-callable U.S. Government Securities Obligations, or a combination thereof, in such amounts as shall be sufficient, in the opinion of cash and non-callable U.S. Government Securitiesa nationally recognized firm of independent public accountants, sufficient to pay the principalprincipal of, premium, if any, and interest interest, on the outstanding Notes at the Stated Maturity thereof or on the Maturity Date or on an available Redemption Dateapplicable redemption date, as the case may be, and the Company Issuers must specify whether the Notes are being defeased to the Stated Maturity Date or to that Redemption Datea particular redemption date; (b) in the case of legal defeasance onlyan election under Section 9.02 hereof, the Company must deliver Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: that (i) the Company Partnership has received from, or there has been published by, the Internal Revenue Service a ruling, or ruling or (ii) since the Issue Date, there has been a change in the applicable federal income tax law, and (iii) in either case to the effect that, and based on the ruling obtained under clause ‎(i) or the change in tax law referred to under clause ‎(ii)thereon such Opinion of Counsel shall confirm that, the beneficial owners Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of legal defeasance such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if legal defeasance such Legal Defeasance had not occurred; (c) in the case of covenant defeasance onlyan election under Section 9.03 hereof, the Company must deliver Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the beneficial owners Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of covenant defeasance such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if covenant defeasance such Covenant Defeasance had not occurred; (d) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Debt, and, in each case the granting of Liens in connection therewith) with respect to the Notes shall have occurred and be continuing either on the date of such depositdeposit (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 relating to other Indebtedness), and the granting of Liens to secure such borrowings); (e) in the case of legal defeasance only, the legal defeasance such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenturethe Indenture or any agreement governing other Indebtedness being defeased, discharged or replaced) to which the Company Partnership or any of its Restricted Subsidiaries is a party or by which the Company Partnership or any of its Restricted Subsidiaries is bound; (f) in the case of legal defeasance only, the Company must deliver Issuers shall have delivered to the Trustee an Opinion of Counsel, subject to customary exceptions and assumptions, to the effect that on the 91st day following the deposit, the defeasance trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws generally affecting creditorsOfficers’ rights; (g) the Company must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company Issuers with the intent of preferring the Holders of Notes over any other creditors of the Company Issuers or the Subsidiary Guarantors or with the intent of defeating, hindering, delaying or defrauding any other creditors of the CompanyIssuers; and (hg) the Company must deliver Issuers shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the legal defeasance Legal Defeasance or the covenant defeasance Covenant Defeasance have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause ‎(b) above with respect to a legal defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable, (ii) shall become due and payable on the Maturity Date within one year or (iii) as to which a redemption notice has been given calling the Notes for redemption within one year, 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 or Covenant Defeasance. In order The following shall be the conditions to exercise the application of either legal defeasance Section 11.02 or covenant defeasance11.03 to the outstanding Notes: (a) the Company must irrevocably deposit or cause to be deposited with the Trustee, in trust (the “defeasance trust”), for specifically pledged as security for, and dedicated solely to, the benefit of the Holders, Holders of the Notes cash in U.S. Legal TenderUnited States dollars, non-callable U.S. Government Securities Obligations denominated in United States dollars, or a combination thereof (“Funds in Trust”), in such amounts as, in the aggregate, will be sufficient, in the opinion of cash and non-callable U.S. Government Securitiesa nationally recognized firm of independent public accountants or a nationally recognized investment banking firm, sufficient to pay and discharge the principalprincipal of, premium, if any, and interest on the outstanding Notes on the Stated Maturity Date (or the applicable redemption date) (in each case assuming the payment of interest as Cash Interest through such date), if at or prior to electing either Legal Defeasance or Covenant Defeasance, the Company has delivered to the Trustee an irrevocable notice to redeem all of the outstanding Notes on an available Redemption Date, as the case may besuch redemption date, and the Company must specify whether the Notes are being defeased to the Stated Maturity Date or to that Redemption Datea particular redemption date); (b) in the case of legal defeasance onlyLegal Defeasance, the Company must deliver shall have delivered to the Trustee an Opinion opinion of Counsel independent counsel in the United States confirming that: that (iA) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or ruling or (iiB) since the Issue Datedate of this Indenture, there has been a change in the applicable federal Federal income tax law, and (iii) in either case to the effect that, and based on the ruling obtained under clause ‎(i) or the change in tax law referred to under clause ‎(ii)thereon such Opinion of Counsel shall confirm that, the beneficial owners Holders and Beneficial Owners of the outstanding Notes will not recognize income, gain or loss for federal Federal income tax purposes as a result of legal such deposit and 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 legal such deposit and defeasance had not occurred; (c) in the case of covenant defeasance onlyCovenant Defeasance, the Company must deliver shall have delivered to the Trustee an Opinion opinion of Counsel independent counsel in the United States confirming that the beneficial owners Holders and Beneficial Owners of the outstanding Notes will not recognize income, gain or loss for federal Federal income tax purposes as a result of covenant such deposit and 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 covenant such deposit and defeasance had not occurred; (d) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Debt, and, in each case the granting of Liens in connection therewith) with respect to the Notes shall have occurred and be continuing on the date of such deposit (other than an Event of Default or Default resulting from the incurrence of Indebtedness or Liens securing such Indebtedness, all or a portion of the proceeds of which will be applied to such deposit); (e) in the case of legal defeasance only, the legal defeasance such deposit shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this IndentureIndenture or the Security Documents) to which the Company Company, any Subsidiary Guarantor or any of its Restricted Subsidiaries Subsidiary is a party or by which it is bound or if such breach or default would occur, which is not waived as of, or for all purposes, on or after, the Company or any date of its Restricted Subsidiaries is boundsuch deposit; (f) in the case of legal defeasance only, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel, subject to customary exceptions and assumptions, to the effect that on the 91st day following the deposit, the defeasance trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws generally affecting creditorsOfficers’ rights; (g) the Company must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of the Notes or any Guarantee over any the other creditors of the Company or any Subsidiary Guarantor with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company, any Subsidiary Guarantor or others; and (hg) the Company must deliver will have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the legal defeasance Legal Defeasance or the covenant defeasance Covenant Defeasance, as the case may be, have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause ‎(b) above with respect to a legal defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable, (ii) shall become due and payable on the Maturity Date within one year or (iii) as to which a redemption notice has been given calling the Notes for redemption within one year, 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 or Covenant Defeasance. In order The following shall be the conditions to exercise the application of either legal defeasance Section 7.02 or covenant defeasance7.03 to the outstanding Notes: (a) the Company must shall have irrevocably deposit deposited or caused to be deposited with the Trustee, in trust (the “defeasance trust”), for specifically pledged as security for, and dedicated solely to, the benefit of the Holders, Holders (x) cash in U.S. Legal TenderUnited States dollars or (y) cash in United States dollars, non-callable U.S. Government Securities Obligations or a combination thereof (in each case, “Funds in Trust”), in such amounts as, in the aggregate, will be sufficient (in the case of cash and non-callable U.S. Government Securitiesclause (y), sufficient in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm), to pay and discharge the principalprincipal of, premium, if any, and interest on the outstanding Notes on the Stated Maturity Date (or on an available the applicable redemption date (such date being referred to as the “Defeasance Redemption Date”), as the case may beif at or prior to electing either Legal Defeasance or Covenant Defeasance, and the Company must specify whether the Notes are being defeased has delivered to the Maturity Date or Trustee an irrevocable notice to that redeem all of the outstanding Notes on the Defeasance Redemption Date); (b) in the case of legal defeasance onlyLegal Defeasance, the Company must deliver shall have delivered to the Trustee an Opinion opinion of Counsel confirming that: independent counsel in the United States stating that (iA) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or ruling or (iiB) since the Issue Date, there has been a change in the applicable federal income tax law, and (iii) in either case to the effect that, and based on thereon such opinion of independent counsel in the ruling obtained under clause ‎(i) or the change in tax law referred to under clause ‎(ii)United States shall confirm that, the Holders and beneficial owners of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of legal defeasance such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if legal defeasance such Legal Defeasance had not occurred; (c) in the case of covenant defeasance onlyCovenant Defeasance, the Company must deliver shall have delivered to the Trustee an Opinion opinion of Counsel confirming independent counsel in the United States to the effect that the Holders and beneficial owners of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of covenant defeasance such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if covenant defeasance such Covenant Defeasance had not occurred; (d) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Debt, and, in each case the granting of Liens in connection therewith) with respect to the Notes shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the incurrence of Indebtedness or other borrowing of funds, or the grant of Liens securing such Indebtedness or other borrowing, all or a portion of which are to be applied to such deposit); (e) in the case of legal defeasance only, the legal defeasance such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default Default under, any material agreement or instrument (other than this Indenture) to which the Company Company, any Guarantor or any of its Restricted Subsidiaries Subsidiary is a party or by which the Company Company, any Guarantor or any of its Restricted Subsidiaries Subsidiary is boundbound (other than this Supplemental Indenture); (f) in the case of legal defeasance only, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel, subject to customary exceptions and assumptions, to the effect that on the 91st day following the deposit, the defeasance trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws generally affecting creditorsOfficers’ rights; (g) the Company must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes or any Guarantee over any the other creditors of the Company or any Guarantor with the intent of defeating, hindering, delaying or defrauding any other creditors of the CompanyCompany or any Guarantor; and (hg) the Company must deliver will have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion opinion of Counselindependent counsel, each stating that all conditions precedent relating to either the legal defeasance Legal Defeasance or the covenant defeasance Covenant Defeasance, as the case may be, have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause ‎(b) above with respect to a legal defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable, (ii) shall become due and payable on the Maturity Date within one year or (iii) as to which a redemption notice has been given calling the Notes for redemption within one year, 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 or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.2(b) or 8.2(c) to the outstanding Securities: In order to exercise either legal defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance: (ai) the Company Issuer must irrevocably deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders, cash in U.S. Legal Tender, Tender or non-callable U.S. Government Securities Obligations which through the scheduled payment of principal, premium, if any, and interest in respect thereof in accordance with their terms, will provide, not later than one day before the due date of any payment on the Securities, U.S. Legal Tender, or a combination thereof, in such amounts as will be sufficient, in the opinion of cash and non-callable U.S. Government Securitiesa nationally recognized firm of independent public accountants, sufficient to pay the principalprincipal of, premium, if any, and interest on the outstanding Notes Securities on the Maturity Date stated date for payment thereof or on an available Redemption Datethe applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to the Maturity Date or to that Redemption Date; (bii) in the case of legal defeasance onlyan election under Section 8.2(b), the Company must deliver Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: that (ia) the Company Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or ruling or (iib) since the Issue Datedate of the execution of this Indenture, there has been a change in the applicable federal income tax law, and (iii) in either case to the effect that, and based on the ruling obtained under clause ‎(i) or the change in tax law referred to under clause ‎(ii)thereon such Opinion of Counsel shall confirm that, the beneficial owners of the outstanding Notes Holders will not recognize income, gain or loss for federal income tax purposes as a result of legal defeasance such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if legal defeasance such Legal Defeasance had not occurred; (ciii) in the case of covenant defeasance onlyan election under Section 8.2(c), the Company must deliver Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the beneficial owners Holders of the outstanding Notes Securities will not recognize income, gain or loss for federal income tax purposes as a result of covenant defeasance such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if covenant defeasance such Covenant Defeasance had not occurred; (div) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Debt, and, in each case the granting of Liens in connection therewith) with respect to the Notes shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the incurrence of Indebtedness all or a portion of the proceeds of which will be used to defease the Securities pursuant to this Article Eight concurrently with such incurrence) or insofar as Sections 6.1(vi) and 6.1(vii) hereof are concerned, at any time in the period ending on the 91st day after the date of such deposit; (ev) in the case of legal defeasance only, the legal defeasance such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default underunder this Indenture (other than a Default or Event of Default resulting from the incurrence of Indebtedness all or a portion of the proceeds of which will be used to defease the Securities pursuant to this Article Eight concurrently with such incurrence), the Credit Agreement or any other material agreement or instrument (other than this Indenture) to which the Company or any of its Restricted Subsidiaries is a party or by which the Company or any of its Restricted Subsidiaries is bound; (fvi) in the case of legal defeasance only, the Company must deliver Issuer shall have delivered to the Trustee an Opinion of Counsel, subject to customary exceptions and assumptions, to the effect that on the 91st day following the deposit, the defeasance trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws generally affecting creditorsOfficers’ rights; (g) the Company must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company Issuer with the intent of preferring the Holders of Notes over any other creditors of the Company Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; andIssuer or others; (hvii) the Company must deliver shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent hereunder provided for or relating to the legal defeasance Legal Defeasance or the covenant defeasance Covenant Defeasance have been complied with; and (viii) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that, assuming no intervening bankruptcy or insolvency of the Company between the date of deposit and the 91st day following the deposit and 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 Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law. Notwithstanding the foregoing, the Opinion of Counsel required by clause ‎(b(ii) above with respect to a legal defeasance of this Section 8.3 need not be delivered if all Notes Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, (ii) shall will become due and payable on the Maturity Date within one year or (iii) as are to which a redemption notice has been given calling the Notes be called for redemption within one year, year under arrangements reasonably 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 or Covenant Defeasance. In order to exercise either legal defeasance Legal Defeasance under Section 8.02(b) or covenant defeasanceCovenant Defeasance under Section 8.02(c) with respect to the outstanding Notes: (a1) the Company Issuer must irrevocably deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders, cash funds in U.S. Legal Tender, non-callable Dollars or U.S. Government Securities Obligations or a combination thereof, in such amounts as will be sufficient (without reinvestment), in the opinion of cash and non-callable U.S. Government Securitiesa nationally recognized firm of independent public accountants selected by the Issuer, sufficient to pay the principal, premium, if any, principal of and interest on the outstanding Notes on the Maturity Date stated date for payment thereof or on an available the applicable Redemption Date, as the case may be, and the Company Issuer must specify to the Trustee whether such Notes are being defeased to such stated date for payment or to a particular Redemption Date, as the case may be, and the Issuer must specify to the Trustee whether the Notes are being defeased to such stated date for payment or particular Redemption Date and the Maturity Date or to that Redemption DateHolders must have a valid, perfected, exclusive security interest in such trust; (b2) in the case of legal defeasance onlyLegal Defeasance, the Company must deliver Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: (i) the Company Issuer has received from, or there has been published by, by the Internal Revenue Service Service, a ruling, or (ii) since the Issue Datedate of this Indenture, there has been a change in the applicable U.S. federal income tax law, and (iii) in either case to the effect that, and based on the ruling obtained under clause ‎(i) or the change in tax law referred to under clause ‎(ii)thereon this Opinion of Counsel shall confirm that, the beneficial owners of the outstanding Notes Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of legal defeasance 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 legal defeasance such Legal Defeasance had not occurred; (c3) in the case of covenant defeasance onlyCovenant Defeasance, the Company must deliver Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the beneficial owners of the outstanding Notes Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of covenant defeasance 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 covenant defeasance such Covenant Defeasance had not occurred; (d4) no Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Debt, and, in each case the granting of Liens in connection therewith) with respect to the Notes shall have occurred and be continuing on the date of such depositdeposit (other than a Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing); (e5) in the case of legal defeasance only, the legal defeasance Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, under (other than any such default resulting solely from the borrowing of funds to be applied to such deposit and the grant of any Lien on such deposit in favor of the Trustee or the Holders) any Credit Agreement or any other material agreement or instrument (other than this Indenture) to which the Company Issuer or any of its Restricted Subsidiaries is a party or by which the Company Issuer or any of its Restricted Subsidiaries is bound; (f6) in the case of legal defeasance only, the Company must deliver Issuer shall have delivered to the Trustee an Opinion of Counsel, subject to customary exceptions and assumptions, to the effect that on the 91st day following the deposit, the defeasance trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws generally affecting creditorsOfficers’ rights; (g) the Company must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company Issuer with the intent of preferring the Holders of Notes over any other creditors of the Company Issuer or with the intent of defeating, hindering, delaying or defrauding any other of its creditors of the Companyor others; and (h7) the Company must deliver Issuer shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating stating, in the case of the Officers’ Certificate, that all the conditions precedent relating provided for in clauses (1) through (6) of this Section 8.03, as applicable, have been complied with and stating, in the case of the Opinion of Counsel, that clause (1) (with respect to the legal defeasance validity and perfection of the security interest) and the conditions provided for in clause (2) or the covenant defeasance (3), as applicable, and clause (5) of this Section 8.03 have been complied with. Notwithstanding anything to the foregoingcontrary herein, the Opinion borrowing of Counsel required by clause ‎(b) above with respect funds to a legal defeasance need not be delivered if all Notes not theretofore delivered applied to the Trustee for cancellation (i) have become due and payable, (ii) shall become due and payable on the Maturity Date within one year or (iii) as to which a redemption notice has been given calling the Notes for redemption within one year, under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the nameany deposit, and at the expensegrant of any Lien securing such borrowing, of the Companyin order to effect any Legal Defeasance or Covenant Defeasance, shall not constitute a Default under this Indenture.

Conditions to Legal Defeasance or Covenant Defeasance. In order The following shall be the conditions to exercise application of either legal defeasance Section 4.2 or covenant defeasance4.3 to the Outstanding Securities: (a) A. with reference to Section 4.2 or 4.3, the Company must has irrevocably deposit deposited or caused to be irrevocably deposited with the TrusteeTrustee as funds in trust, in trust (the “defeasance trust”)specifically pledged as security for, for and dedicated solely to, the benefit of the Holders, Holders of Securities (i) cash in U.S. Legal Tenderan amount, non-callable (ii) direct obligations of the United States of America, backed by its full faith and credit or obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America (collectively, "U.S. Government Securities or a combination of cash Obligations"), maturing as to principal and non-callable U.S. Government Securities, sufficient to pay the principal, premiuminterest, if any, at such times and interest on in such amounts as will ensure the outstanding Notes on availability of cash, or (iii) a combination thereof, in each case sufficient, in the Maturity Date or on an available Redemption Date, as the case may be, and the Company must specify whether the Notes are being defeased opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Maturity Date Trustee, to pay and discharge the principal of and interest, if any, on all Securities on each date that such principal or to that Redemption Dateinterest, if any, is due and payable; (b) B. in the case of legal defeasance onlyLegal Defeasance under Section 4.2, the Company must deliver has delivered to the Trustee an Opinion of Counsel confirming that: based on the face that (ix) the Company has received from, or there has been published by, the Internal Revenue Service a rulingruling or (y), or (ii) since the Issue Datedate hereof, there has been a change in the applicable United States federal income tax law, and (iii) based on in either case to the ruling obtained under clause ‎(i) or the change in tax law referred to under clause ‎(ii)effect that, and such opinion shall confirm that, the beneficial owners Holders of the outstanding Notes Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of legal defeasance such deposit and Legal 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 legal defeasance such deposit and Legal Defeasance had not occurred; (c) C. in the case of covenant defeasance onlyCovenant Defeasance under Section 4.3, the Company must deliver has delivered to the Trustee an Opinion of Counsel confirming that to the beneficial owners effect that, and such opinion shall confirm that, the Holders of the outstanding Notes Securities will not recognize income, gain or loss for federal income tax purposes as a result of covenant defeasance such deposit and Covenant Defeasance and will be subject to federal income tax on the same amounts, amount in the same manner and at the same times as would have been the case if covenant defeasance such deposit and Covenant Defeasance had not occurred; (d) no Event of Default (other than that resulting from borrowing funds to be applied to make D. such deposit and any similar and simultaneous deposit relating to other Debt, and, in each case the granting of Liens in connection therewith) with respect to the Notes shall have occurred and be continuing on the date of such deposit; (e) in the case of legal defeasance only, the legal defeasance shall Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Restricted Subsidiaries is a party or by which it is bound; and E. the Company or any of its Restricted Subsidiaries is bound; (f) in the case of legal defeasance only, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel, subject to customary exceptions and assumptions, to the effect that on the 91st day following the deposit, the defeasance trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws generally affecting creditors’ rights; (g) the Company must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders 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; and (h) the Company must deliver to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the legal defeasance or the covenant defeasance contemplated by this provision have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause ‎(b) above with respect to a legal defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable, (ii) shall become due and payable on the Maturity Date within one year or (iii) as to which a redemption notice has been given calling the Notes for redemption within one year, 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 or Covenant Defeasance. In order The following shall be the conditions to exercise the application of either legal defeasance Section 8.02 or covenant defeasance8.03 to the outstanding Notes: (a) the Company must shall have irrevocably deposit deposited or caused to be deposited with the Trustee, in trust (the “defeasance trust”), for specifically pledged as security for, and dedicated solely to, the benefit of the Holders, Holders of the Notes cash in U.S. Legal TenderUnited States dollars, non-callable U.S. Government Securities Obligations, or a combination thereof (“Funds in Trust”), in such amounts as, in the aggregate, will be sufficient, in the opinion of cash and non-callable U.S. Government Securitiesa nationally recognized firm of independent public accountants or a nationally recognized investment banking firm, sufficient to pay and discharge the principalprincipal of, premium, if any, and interest on the outstanding Notes on the Stated Maturity Date (or on an available any date after February 15, 2011 (such date being referred to as the “Defeasance Redemption Date”), as the case may beif at or prior to electing either Legal Defeasance or Covenant Defeasance, and the Company must specify whether the Notes are being defeased has delivered to the Maturity Date or Trustee an irrevocable notice to that redeem all of the outstanding Notes on the Defeasance Redemption Date); (b) in the case of legal defeasance onlyLegal Defeasance, the Company must deliver shall have delivered to the Trustee an Opinion opinion of Counsel confirming that: independent counsel in the United States stating that (iA) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or ruling or (iiB) since the Issue Date, there has been a change in the applicable federal income tax law, and (iii) in either case to the effect that, and based on thereon such opinion of independent counsel in the ruling obtained under clause ‎(i) or the change in tax law referred to under clause ‎(ii)United States shall confirm that, the Holders and beneficial owners of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of legal defeasance such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if legal defeasance such Legal Defeasance had not occurred; (c) in the case of covenant defeasance onlyCovenant Defeasance, the Company must deliver shall have delivered to the Trustee an Opinion opinion of Counsel confirming independent counsel in the United States to the effect that the Holders and beneficial owners of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of covenant defeasance such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if covenant defeasance such Covenant Defeasance had not occurred; (d) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Debt, and, in each case the granting of Liens in connection therewith) with respect to the Notes shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the incurrence of Indebtedness or other borrowing of funds, or the grant of Liens securing such Indebtedness or other borrowing, all or a portion of which are to be applied to such deposit); (e) in the case of legal defeasance only, the legal defeasance such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default Default under, any material agreement or instrument (other than this Indenture) to which the Company Company, any Guarantor or any of its Restricted Subsidiaries Subsidiary is a party or by which the Company Company, any Guarantor or any of its Restricted Subsidiaries Subsidiary is boundbound (other than this Indenture); (f) in the case of legal defeasance only, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel, subject to customary exceptions and assumptions, to the effect that on the 91st day following the deposit, the defeasance trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws generally affecting creditorsOfficers’ rights; (g) the Company must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of the Notes or any Guarantee over any the other creditors of the Company or any Guarantor with the intent of defeating, hindering, delaying or defrauding any other creditors of the CompanyCompany or any Guarantor; and; and (hg) the Company must deliver will have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion opinion of Counselindependent counsel, each stating that all conditions precedent relating to either the legal defeasance Legal Defeasance or the covenant defeasance Covenant Defeasance, as the case may be, have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause ‎(b) above with respect to a legal defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable, (ii) shall become due and payable on the Maturity Date within one year or (iii) as to which a redemption notice has been given calling the Notes for redemption within one year, 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 or Covenant Defeasance. In order The following shall be the conditions to exercise application of either legal defeasance Section 13.02 or covenant defeasanceSection 13.03 to the Outstanding Notes: (a1) the Company Issuer must irrevocably deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the HoldersHolders of the Notes, cash in U.S. Legal Tenderdollars, non-callable U.S. Government Securities Securities, or a combination thereof, in such amounts (including scheduled payments thereon) as will be sufficient (without consideration of cash and non-callable U.S. Government Securitiesany reinvestment of interest), sufficient in the opinion of an Independent Financial Advisor, to pay the principalprincipal of, premium, if any, and interest due on the outstanding Notes on the Maturity Date stated maturity date or on an available the Redemption Date, as the case may be, of such principal, premium, if any, or interest on such Notes and the Company Issuer must specify whether the such Notes are being defeased to the Maturity Date maturity or to that a particular Redemption Date; provided, that upon any redemption that requires the payment of the relevant Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the relevant Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption; (b2) in the case of legal defeasance onlyLegal Defeasance, the Company must deliver Issuer shall have delivered to the Trustee an Opinion of Counsel confirming that:, subject to customary assumptions and exclusions, (iA) the Company Issuer has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (iiB) since the Issue Dateissuance of the Notes, there has been a change in the applicable U.S. federal income tax law, and (iii) in either case to the effect that, and based on the ruling obtained under clause ‎(i) or the change in tax law referred thereon such Opinion of Counsel shall confirm that, subject to under clause ‎(ii)customary assumptions and exclusions, the beneficial owners of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes purposes, as applicable, as a result of legal defeasance 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 legal defeasance such Legal Defeasance had not occurred; (c3) in the case of covenant defeasance onlyCovenant Defeasance, the Company must deliver Issuer shall have delivered to the Trustee an Opinion of Counsel confirming that that, subject to customary assumptions and exclusions, the beneficial owners of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of covenant defeasance 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 covenant defeasance such Covenant Defeasance had not occurred; (d4) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other DebtIndebtedness, and, in each case the granting of Liens in connection therewith) with respect to the Notes shall have occurred and be continuing on the date of such deposit; (e5) in the case of legal defeasance only, the legal defeasance such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, under any material agreement or material instrument (other than this IndentureIndenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which which, the Company Issuer or any of its Restricted Subsidiaries Guarantor is a party or by which the Company Issuer or any Guarantor is bound (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of its Restricted Subsidiaries is boundLiens in connection therewith); (f) in the case of legal defeasance only, the Company must deliver to the Trustee an Opinion of Counsel, subject to customary exceptions and assumptions, to the effect that on the 91st day following the deposit, the defeasance trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws generally affecting creditors’ rights; (g6) the Company must deliver Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes over any other creditors of the Company or Issuer with the intent of defeating, hindering, delaying or defrauding any other creditors of the CompanyIssuer or any Guarantor or others; and (h7) the Company must deliver Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the legal defeasance Legal Defeasance or the covenant defeasance Covenant Defeasance, as the case may be, have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause ‎(b) above with respect to a legal defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable, (ii) shall become due and payable on the Maturity Date within one year or (iii) as to which a redemption notice has been given calling the Notes for redemption within one year, 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 or Covenant Defeasance. In order The following shall be the conditions to exercise application of either legal defeasance Section 4.2 or covenant defeasance4.3 to the Outstanding Securities: (a) A. with reference to Section 4.2 or 4.3, the Company must has irrevocably deposit deposited or caused to be irrevocably deposited with the TrusteeTrustee as funds in trust, in trust (the “defeasance trust”)specifically pledged as security for, for and dedicated solely to, the benefit of the Holders, Holders of Securities (i) cash in U.S. Legal Tenderan amount, non-callable (ii) direct obligations of the United States of America, backed by its full faith and credit or obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America (collectively, "U.S. Government Securities or a combination of cash Obligations"), maturing as to principal and non-callable U.S. Government Securities, sufficient to pay the principal, premiuminterest, if any, at such times and interest on in such amounts as will ensure the outstanding Notes on availability of cash, or (iii) a combination thereof, in each case sufficient, in the Maturity Date or on an available Redemption Date, as the case may be, and the Company must specify whether the Notes are being defeased opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Maturity Date Trustee, to pay and discharge the principal of and interest, if any, on all Securities on each date that such principal or to that Redemption Dateinterest, if any, is due and payable; (b) B. in the case of legal defeasance onlyLegal Defeasance under Section 4.2, the Company must deliver has delivered to the Trustee an Opinion of Counsel confirming that: based on the fact that (ix) the Company has received from, or there has been published by, the Internal Revenue Service a rulingruling or (y), or (ii) since the Issue Datedate hereof, there has been a change in the applicable United States federal income tax law, and (iii) based on in either case to the ruling obtained under clause ‎(i) or the change in tax law referred to under clause ‎(ii)effect that, and such opinion shall confirm that, the beneficial owners Holders of the outstanding Notes Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of legal defeasance such deposit and Legal 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 legal defeasance such deposit and Legal Defeasance had not occurred; (c) C. in the case of covenant defeasance onlyCovenant Defeasance under Section 4.3, the Company must deliver has delivered to the Trustee an Opinion of Counsel confirming that to the beneficial owners effect that, and such opinion shall confirm that, the Holders of the outstanding Notes Securities will not recognize income, gain or loss for federal income tax purposes as a result of covenant defeasance such deposit and Covenant Defeasance and will be subject to federal income tax on the same amounts, amount in the same manner and at the same times as would have been the case if covenant defeasance such deposit and Covenant Defeasance had not occurred; (d) no Event of Default (other than that resulting from borrowing funds to be applied to make D. such deposit and any similar and simultaneous deposit relating to other Debt, and, in each case the granting of Liens in connection therewith) with respect to the Notes shall have occurred and be continuing on the date of such deposit; (e) in the case of legal defeasance only, the legal defeasance shall Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Restricted Subsidiaries is a party or by which it is bound; and E. the Company or any of its Restricted Subsidiaries is bound; (f) in the case of legal defeasance only, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel, subject to customary exceptions and assumptions, to the effect that on the 91st day following the deposit, the defeasance trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws generally affecting creditors’ rights; (g) the Company must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders 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; and (h) the Company must deliver to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the legal defeasance or the covenant defeasance contemplated by this provision have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause ‎(b) above with respect to a legal defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable, (ii) shall become due and payable on the Maturity Date within one year or (iii) as to which a redemption notice has been given calling the Notes for redemption within one year, 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 or Covenant Defeasance. In order The following shall be the conditions to exercise the application of either legal defeasance Section 9.02(b) or covenant defeasance9.02(c) hereof to the outstanding Notes: (a1) the Company must Issuers shall irrevocably deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the HoldersHolders subject to Legal Defeasance or Covenant Defeasance, cash in U.S. Legal Tender, non-callable U.S. Government Securities Obligations or a combination thereof, in such amounts as will be sufficient (without reinvestment), in the opinion of cash and non-callable U.S. Government Securitiesa nationally recognized firm of independent public accountants selected by the Issuers, sufficient to pay the principal, principal of and interest (including premium, if any, and interest ) on the outstanding Notes on the Maturity Date stated date for payment or on an available Redemption Date, as the case may be, and redemption date of the Company must specify whether the Notes are being defeased to the Maturity Date or to that Redemption DateNotes; (b2) in the case of legal defeasance onlyLegal Defeasance, the Company must deliver Issuers shall have delivered to the Trustee an Opinion of Counsel in the United States of America confirming that: (i) the Company has Issuers have received from, or there has been published by, by the Internal Revenue Service Service, a ruling, or (ii) since the Issue Datedate of this Indenture, there has been a change in the applicable U.S. federal income tax law, and (iii) in either case to the effect that, and based on thereon this Opinion of Counsel shall confirm that the ruling obtained under clause ‎(i) or the change in tax law referred to under clause ‎(ii), the Holders and beneficial owners of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of legal defeasance 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 legal defeasance such Legal Defeasance had not occurred; (c3) in the case of covenant defeasance onlyCovenant Defeasance, the Company must deliver Issuers shall have delivered to the Trustee an Opinion of Counsel in the United States of America reasonably acceptable to the Trustee confirming that the Holders and beneficial owners of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of covenant defeasance 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 covenant defeasance such Covenant Defeasance had not occurred; (d4) no Event Default shall have occurred and be continuing on the date of Default such deposit (other than that a Default resulting from the borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Debt, Indebtedness and, in each case case, the granting of Liens on the deposited funds in connection therewith) with respect to the Notes shall have occurred and be continuing on the date of such deposit); (e5) in the case of legal defeasance only, the legal defeasance 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 instrument (other than this Indenture) to which the Company Parent or any of its Restricted Subsidiaries is a party or by which the Company Parent or any of its Restricted Subsidiaries is boundbound (other than any such Default or default relating to any Indebtedness being defeased from any borrowing of funds to be applied to such deposit and any similar and simultaneous deposit relating to such Indebtedness, and the granting of Liens on the deposited funds in connection therewith); (f) in the case of legal defeasance only, the Company must deliver to the Trustee an Opinion of Counsel, subject to customary exceptions and assumptions, to the effect that on the 91st day following the deposit, the defeasance trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws generally affecting creditors’ rights; (g6) the Company must deliver Issuers shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company them with the intent of preferring the Holders of Notes over any other creditors of the Company Issuers or with the intent of defeating, hindering, delaying or defrauding any other of their creditors of the Companyor others; and (h7) the Company must deliver Issuers shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all the conditions precedent relating to provided for in, in the legal defeasance or case of the covenant defeasance Officer’s Certificate, clauses (1) through (6), as applicable, and, in the case of the Opinion of Counsel, clauses (2), if applicable, and/or (3) and (5) of this Section 9.03 have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause ‎(b) above with respect to a legal defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable, (ii) shall become due and payable on the Maturity Date within one year or (iii) as to which a redemption notice has been given calling the Notes for redemption within one year, 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 or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02(b) or 8.02(c) hereof to the outstanding Securities: In order to exercise either legal defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance: (a) the Company must irrevocably deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders, cash in U.S. Legal Tender, non-callable U.S. Tender or Government Securities or a combination thereof which through the scheduled payment of cash principal and non-callable U.S. Government interest in respect thereof in accordance with their terms, will provide, not later than one day before the due date of any payment on the Securities, sufficient U.S. Legal Tender in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principalprincipal of, premium, if any, and interest on the outstanding Notes Securities on the Maturity Date stated date for payment thereof or on an available Redemption Datethe applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to the Maturity Date or to that Redemption Date; (b) in the case of legal defeasance onlyan election under Section 8.02(b) hereof, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: that (iA) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or ruling or (iiB) since the Issue Datedate of this Indenture, there has been a change in the applicable federal income tax law, and (iii) in either case to the effect that, and based on the ruling obtained under clause ‎(i) or the change in tax law referred to under clause ‎(ii)thereon such Opinion of Counsel shall confirm that, the beneficial owners of the outstanding Notes Holders will not recognize income, gain or loss for federal income tax purposes as a result of legal defeasance such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if legal defeasance such Legal Defeasance had not occurred; (c) in the case of covenant defeasance onlyan election under Section 8.02(c), the Company must deliver shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the beneficial owners Holders of the outstanding Notes Securities will not recognize income, gain or loss for federal income tax purposes as a result of covenant defeasance such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if covenant defeasance such Covenant Defeasance had not occurred; (d) no Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Debt, and, in each case the granting of Liens in connection therewith) with respect to the Notes shall have occurred and be continuing on the date of such deposit; (e) in the case of legal defeasance only, the legal defeasance Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default underunder this Indenture, the Credit Agreement or any other material agreement or instrument (other than this Indenture) to which the Company or any of its Restricted Subsidiaries is a party or by which the Company or any of its Restricted Subsidiaries is bound; (fe) in the case of legal defeasance only, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel, subject to customary exceptions and assumptions, to the effect that on the 91st day following the deposit, the defeasance trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws generally affecting creditorsOfficers’ rights; (g) the Company must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the CompanyCompany or others; and (hf) the Company must deliver shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the legal defeasance Legal Defeasance or the covenant defeasance Covenant Defeasance have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause ‎(bSection 8.03(b) above with respect to a legal defeasance need not be delivered if all Notes Securities not theretofore delivered to the Trustee for cancellation (i1) have become due and payable, payable or (ii2) shall will become due and payable on the Maturity Date maturity date within one year or (iii) as to which a redemption notice has been given calling the Notes for redemption within one year, 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 or Covenant Defeasance. In order The following shall be the conditions to exercise application of either legal defeasance paragraph (b) or covenant defeasanceparagraph (c) of Section 8.01 of the Base Indenture to the outstanding Notes: (ai) the Company must irrevocably deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders, cash in U.S. Legal Tenderlegal tender, non-callable U.S. Government Securities Obligations or a combination thereof, in such amounts as will be sufficient (without reinvestment) in the opinion of cash and non-callable U.S. Government Securitiesa nationally recognized firm of independent public accountants selected by the Company , sufficient to pay the principal, premium, if any, principal of and interest on the outstanding Notes on the Maturity Date stated date for payment or on an available Redemption Date, as the case may beredemption date of the principal or installment of principal of or interest on the Notes, and the Company Trustee must specify whether the Notes are being defeased to the Maturity Date or to that Redemption Date;have a valid, perfected, exclusive security interest in such trust, (bii) in the case of legal defeasance onlyLegal Defeasance, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel in the United States in form reasonably acceptable to the Trustee confirming that: (i1) the Company has received from, or there has been published by, by the Internal Revenue Service Service, a ruling, or (ii2) since the Issue Datedate hereof, there has been a change in the applicable U.S. federal income tax law, and (iii) in either case to the effect that, and based on the ruling obtained under clause ‎(i) or the change in tax law referred to under clause ‎(ii)thereon this Opinion of Counsel shall confirm that, the beneficial owners of the outstanding Notes Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of legal defeasance the 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 legal defeasance such Legal Defeasance had not occurred;, (ciii) in the case of covenant defeasance onlyCovenant Defeasance, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel in the United States in form reasonably acceptable to the Trustee confirming that the beneficial owners of the outstanding Notes Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of covenant defeasance 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 covenant defeasance the Covenant Defeasance had not occurred;, (div) no Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Debt, and, in each case the granting of Liens in connection therewith) with respect to the Notes shall have occurred and be continuing on the date of such deposit;deposit (other than a Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing), (ev) in the case of legal defeasance only, the legal defeasance Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, under this Indenture or any other material agreement or instrument (other than this Indenture) to which the Company or any of its Restricted Subsidiaries is a party or by which the Company or any of its Restricted Subsidiaries is bound;, (fvi) in the case of legal defeasance only, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel, subject to customary exceptions and assumptions, to the effect that on the 91st day following the deposit, the defeasance trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws generally affecting creditorsOfficers’ rights; (g) the Company must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company it with the intent of preferring the Holders of Notes over any other of its creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other of its creditors of the Company; or others, and (hvii) the Company must deliver shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that all the conditions precedent relating provided for in, in the case of the Officers’ Certificate, clauses (i) through (vi) and, in the case of the Opinion of Counsel, clauses (i) (with respect to the legal defeasance or validity and perfection of the covenant defeasance security interest), (ii) and/or (iii) and (v) of this paragraph have been complied with. Notwithstanding If the foregoing, the Opinion of Counsel required by clause ‎(b) above funds deposited with respect to a legal defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (i) have become due to effect Covenant Defeasance are insufficient to pay the principal of and payable, (ii) shall become due and payable interest on the Maturity Date within one year or (iii) as to which a redemption notice has been given calling the Notes for redemption within one yearwhen due, under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of then the Company’s obligations and the obligations of Guarantors under this Indenture will be revived and no such defeasance will be deemed to have occurred.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes: In order to exercise either legal defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance: (a) the Company Issuers must irrevocably deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders, cash in U.S. Legal TenderUnited States dollars, non-callable U.S. Government Securities Obligations, or a combination thereof, in such amounts as shall be sufficient, in the opinion of cash and non-callable U.S. Government Securitiesa nationally recognized firm of independent public accountants, sufficient to pay the principalprincipal of, premium, if any, and interest interest, (including Additional Interest, if any) on the outstanding Notes at the Stated Maturity thereof or on the Maturity Date or on an available Redemption Dateapplicable redemption date, as the case may be, and the Company Issuers must specify whether the Notes are being defeased to the Stated Maturity Date or to that Redemption Datea particular redemption date; (b) in the case of legal defeasance onlyan election under Section 8.02 hereof, the Company must deliver Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or ruling or (ii) since the Issue DateDate , there has been a change in the applicable federal income tax law, and (iii) in either case to the effect that, and based on the ruling obtained under clause ‎(i) or the change in tax law referred to under clause ‎(ii)thereon such Opinion of Counsel shall confirm that, the beneficial owners Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of legal defeasance such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if legal defeasance such Legal Defeasance had not occurred; (c) in the case of covenant defeasance onlyan election under Section 8.03 hereof, the Company must deliver Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the beneficial owners Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of covenant defeasance such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if covenant defeasance such Covenant Defeasance had not occurred; (d) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Debt, and, in each case the granting of Liens in connection therewith) with respect to the Notes shall have occurred and be continuing either (i) on the date of such deposit (other than a Default or Event of Default resulting from the incurrence of Indebtedness all or a portion of the proceeds of which shall be applied to such deposit) or (ii) insofar as Sections 6.01(h) and 6.01(i) hereof are concerned, at any time in the period ending on the 91st day after the date of deposit; (e) in the case of legal defeasance only, the legal defeasance such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Restricted Subsidiaries is a party or by which the Company or any of its Restricted Subsidiaries is bound; (f) in the case of legal defeasance only, the Company must deliver Issuers shall have delivered to the Trustee an Opinion of Counsel, subject to customary exceptions and assumptions, Counsel to the effect that on after the 91st day following the deposit, the defeasance trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws generally affecting creditors’ rightsrights generally; (g) the Company must deliver Issuers shall have delivered to the Trustee an Officer’s Officers’ Certificate stating that the deposit was not made by the Company Issuers with the intent of preferring the Holders of Notes over any the other creditors of the Company Issuers or with the intent of defeating, hindering, delaying or defrauding any other creditors of the CompanyIssuers; and (h) the Company must deliver Issuers shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the legal defeasance Legal Defeasance or the covenant defeasance Covenant Defeasance have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause ‎(b) above with respect to a legal defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable, (ii) shall become due and payable on the Maturity Date within one year or (iii) as to which a redemption notice has been given calling the Notes for redemption within one year, 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 or Covenant Defeasance. In order The following shall be the conditions to exercise application of either legal defeasance Section 1202 or covenant defeasanceSection 1203 to the outstanding Notes: (ai) the Company must Issuers shall irrevocably deposit have deposited or caused to be deposited with the TrusteeTrustee (or another trustee satisfying the requirements of this Indenture who shall agree to comply with the provisions of this Article Twelve applicable to it) as trust funds in trust money or U.S. Government Obligations, in trust (such amounts as will be sufficient, in the “defeasance trust”)opinion of a nationally recognized firm of independent public accountants selected by the Issuers, for the benefit of the Holders, cash in U.S. Legal Tender, non-callable U.S. Government Securities or a combination of cash and non-callable U.S. Government Securities, sufficient to pay the principal of, premium, if any, and Additional Interest, if any, and interest due on the outstanding Notes on the Stated Maturity or on the applicable Redemption Date as the case may be, of such principal, premium, if any, and or interest on the outstanding Notes on the Maturity Date or on an available Redemption Date, as the case may be, and the Company must specify whether the Notes are being defeased to the Maturity Date or to that Redemption DateNotes; (bii) in the case of legal defeasance onlyLegal Defeasance, the Company must deliver Issuers shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee (which opinion may be subject to customary assumptions and exclusions) confirming that: that (iA) the Company has Issuers have received from, or there has been published by, the United States Internal Revenue Service a ruling, or ruling or (iiB) since the Issue Datedate of this Indenture, there has been a change in the applicable U.S. federal income tax law, and in either case to the effect that, and based thereon such Opinion of Counsel in the United States (iiiwhich opinion may be subject to customary assumptions and exclusions) based on shall confirm that the ruling obtained under clause ‎(i) or the change in tax law referred to under clause ‎(ii), the beneficial owners Holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of legal defeasance 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 legal defeasance such Legal Defeasance had not occurred; (ciii) in the case of covenant defeasance only, the Company must deliver Mediacom Broadband LLC shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that that, subject to customary assumptions and exclusions, the beneficial owners Holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of covenant defeasance such Legal Defeasance or Covenant Defeasance and will be subject to federal income such tax on the same amounts, in the same manner and at the same times as would have been the case if covenant defeasance such Legal Defeasance or Covenant Defeasance had not occurred; (div) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Debt, and, in each case the granting of Liens in connection therewith) with respect to the Notes shall have occurred and be continuing on the date of such deposit or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit; (ev) in the case of legal defeasance only, the legal defeasance such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Restricted Subsidiaries Issuers is a party or by which the Company or any of its Restricted Subsidiaries Issuers is bound; (fvi) in the case of legal defeasance only, the Company must deliver Mediacom Broadband LLC shall have delivered to the Trustee an Opinion of CounselCounsel to the effect that, (A) as of the date of such opinion and subject to customary exceptions assumptions and assumptions, to the effect that on the 91st day exclusions following the deposit, the defeasance trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws generally affecting creditors’ rightsrights generally under any applicable U.S. federal or state law, and that the Trustee has a perfected security interest in such trust funds for the ratable benefit of the Holders and (B) such Legal Defeasance or Covenant Defeasance, as the case may be, will not require registration of the Issuers, the Trustee or the trust fund under the Investment Company Act of 1940, as amended or the Investment Advisors Act of 1940, as amended; (gvii) the Company must deliver The Issuers shall have delivered to the Trustee an Officer’s Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes over any other creditors of the Company or Issuers with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; andIssuers or others; (hviii) the Company must deliver The Issuers shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, Counsel in the United States (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the legal defeasance Legal Defeasance or the covenant defeasance Covenant Defeasance, as the case may be, have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause ‎(b; and (ix) above with respect to a legal defeasance need not be delivered if all Notes not theretofore The Issuers shall have delivered to the Trustee for cancellation the opinion of a nationally recognized firm of independent public accountants stating the matters set forth in paragraph (i) have become due and payable, (ii) shall become due and payable on the Maturity Date within one year or (iii) as to which a redemption notice has been given calling the Notes for redemption within one year, 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 Companyabove.

Conditions to Legal Defeasance or Covenant Defeasance. In order The following shall be the conditions to exercise the application of either legal defeasance Section 9.02 or covenant defeasance9.03 hereof to the outstanding Notes and the Note Guarantees: (a) the Company Issuer must irrevocably deposit with the TrusteeTrustee (or other qualifying trustee), as trust funds, in trust (the “defeasance trust”), solely for the benefit of the Holders, cash in U.S. Legal Tender, non-callable legal tender or U.S. Government Securities Obligations, or a combination thereof, in such amounts as will be sufficient (without consideration of cash and non-callable U.S. Government Securitiesany reinvestment of interest), sufficient in the opinion of a nationally recognized investment bank, appraisal firm or firms of independent public accountants selected by the Issuer, to pay the principal, premium, if any, principal of and interest on the outstanding Notes on the Maturity Date scheduled due dates or on an available the applicable Redemption Date, as the case may be, and provided that the Company must specify whether Trustee shall have received an irrevocable written order from the Notes are being defeased Issuer instructing the Trustee to apply such U.S. legal tender or the Maturity Date or proceeds of such U.S. Government Obligations to that Redemption Datesaid payments with respect to such Notes; (b) in the case of legal defeasance onlyan election under Section 9.02 hereof, the Company must deliver Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: that (iA) the Company Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or ruling or (iiB) since the Issue Datedate of this Supplemental Indenture, there has been a change in the applicable federal income tax law, and (iii) in either case to the effect that, and based on the ruling obtained under clause ‎(i) or the change in tax law referred to under clause ‎(ii)thereon such Opinion of Counsel shall confirm that, the beneficial owners of the outstanding Notes Holders will not recognize income, gain or loss for federal income tax purposes as a result of legal defeasance such deposit, Legal Defeasance and discharge 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 legal defeasance such Legal Defeasance had not occurred; (c) in the case of covenant defeasance onlyan election under Section 9.03 hereof, the Company must deliver Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the beneficial owners of the outstanding Notes Holders will not recognize income, gain or loss for federal income tax purposes as a result of covenant defeasance such deposit, Covenant Defeasance and discharge 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 covenant defeasance such Covenant Defeasance had not occurred; (d) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Debt, and, in each case the granting of Liens in connection therewith) with respect to the Notes shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting solely from the borrowing of funds to be applied to such deposit); (e) in the case of legal defeasance only, the legal defeasance such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, of or constitute a default under, under this Supplemental Indenture or any other material agreement or instrument (other than this Indenture) to which the Company Issuer or any of its Restricted Subsidiaries is a party or by which the Company Issuer or any of its Restricted Subsidiaries is boundbound (other than any such Default or default resulting solely from the borrowing of funds to be applied to such deposit); (f) in the case of legal defeasance only, the Company must deliver to the Trustee an Opinion of Counsel, subject to customary exceptions and assumptions, to the effect that on the 91st day following the deposit, the defeasance trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws generally affecting creditors’ rights; (g) the Company must deliver Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company Issuer with the intent of preferring the Holders of Notes over any other creditors of the Company Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the CompanyIssuer or others; and (hg) the Company must deliver Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all the conditions precedent relating to provided for in, in the legal defeasance or case of the covenant defeasance Officer’s Certificate, clauses (a) through (f) and, in the case of the Opinion of Counsel, clauses (b) and/or (c) and (e) of this Section 9.04 have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause ‎(b) above with respect to a legal defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable, (ii) shall become due and payable on the Maturity Date within one year or (iii) as to which a redemption notice has been given calling the Notes for redemption within one year, 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 or Covenant Defeasance. The following shall be the conditions to the application of either the Legal Defeasance option as the Covenant Defeasance option hereof to the outstanding Notes: In order to exercise either legal defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance: (a1) the Company must irrevocably deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the HoldersHolders of the Notes, cash in U.S. Legal Tender, non-callable U.S. Government Securities Obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of cash and non-callable U.S. Government Securitiesa nationally recognized firm of independent public accountants, sufficient to pay the principalprincipal of, premium, if any, and interest on the outstanding Notes on the Stated Maturity Date or on an available Redemption Datethe applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to the Maturity Date maturity or to that Redemption Datea particular redemption date; (b2) in the case of legal defeasance onlyan election of Legal Defeasance, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: that (ia) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or ruling or (iib) since the Issue Datedate of this Indenture, there has been a change in the applicable federal income tax law, and (iii) in either case to the effect that, and based on the ruling obtained under clause ‎(i) or the change in tax law referred to under clause ‎(ii)thereon such Opinion of Counsel shall confirm that, the beneficial owners Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of legal defeasance such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if legal defeasance such Legal Defeasance had not occurred; (c3) in the case of covenant defeasance onlyan election of Covenant Defeasance, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the beneficial owners Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of covenant defeasance such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if covenant defeasance such Covenant Defeasance had not occurred; (d4) no Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Debt, and, in each case the granting of Liens in connection therewith) with respect to the Notes shall have occurred and be continuing either: (a) on the date of such deposit (other than a Default resulting from the borrowing of funds to be applied to such deposit), or (b) insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit; provided that such Legal Defeasance or Covenant Defeasance, as the case may be, shall be deemed to have occurred on the date of such deposit, subject to such Event of Default from bankruptcy or insolvency within such 91-day period; (e5) in the case of legal defeasance only, the legal defeasance shall such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Restricted Subsidiaries is a party or by which the Company or any of its Restricted Subsidiaries is bound; (f) in the case of legal defeasance only, the Company must deliver to the Trustee an Opinion of Counsel, subject to customary exceptions and assumptions, to the effect that on the 91st day following the deposit, the defeasance trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws generally affecting creditors’ rights; (g6) the Company must deliver to the Trustee an Officer’s Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes over any the other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the CompanyCompany or others; and (h7) the Company must deliver to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each Counsel stating that all conditions precedent relating to the legal defeasance Legal Defeasance or the covenant defeasance Covenant Defeasance have been complied with. Notwithstanding the foregoing, the with (which Opinion of Counsel required by may expressly assume that the only material agreements or instruments referred to in clause ‎(b(5) above with respect to a legal defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable, (ii) shall become due and payable on the Maturity Date within one year or (iii) as to which a redemption notice has been given calling the Notes for redemption within one year, under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee this Section 8.03 are those listed in the name, and at the expense, of the Companyan Officers’ Certificate).

Conditions to Legal Defeasance or Covenant Defeasance. In order The following shall be the conditions to exercise the application of either legal defeasance Section 9.02 or covenant defeasance9.03 hereof to the outstanding Notes and the Note Guarantees: (a1) the Company Issuer must irrevocably deposit with the TrusteeTrustee (or other qualifying trustee), as trust funds, in trust (the “defeasance trust”), solely for the benefit of the Holders, cash in U.S. Legal Tender, non-callable dollars or U.S. Government Securities Obligations, or a combination thereof, in such amounts as will be sufficient (without consideration of cash and non-callable U.S. Government Securitiesany reinvestment of interest), sufficient in the opinion of a nationally recognized investment bank, appraisal firm or firms of independent public accountants selected by the Issuer, to pay the principalprincipal of, premiumLiquidated Damages, if any, and interest on the outstanding Notes on the Maturity Date scheduled due dates or on an available the applicable Redemption Date, as the case may be, and provided that the Company must specify whether Trustee shall have received an irrevocable written order from the Notes are being defeased Issuer instructing the Trustee to apply such U.S. dollars or the Maturity Date or proceeds of such U.S. Government Obligations to that Redemption Datesaid payments with respect to such Notes; (b2) in the case of legal defeasance onlyan election under Section 9.02 hereof, the Company must deliver Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: that (iA) the Company Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or ruling or (iiB) since the Issue Datedate of this Indenture, there has been a change in the applicable federal income tax law, andin either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the 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; (iii3) based on in the ruling obtained case of an election under clause ‎(i) or the change in tax law referred to under clause ‎(ii)Section 9.03 hereof, the beneficial owners Issuer shall have delivered to the Trustee an Opinion of Counsel confirming that the outstanding Notes Holders will not recognize income, gain or loss for federal income tax purposes as a result of legal defeasance such deposit, Covenant Defeasance and discharge 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 legal defeasance such Covenant Defeasance had not occurred; (c) in the case of covenant defeasance only, the Company must deliver to the Trustee an Opinion of Counsel confirming that the beneficial owners of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of 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 covenant defeasance had not occurred; (d4) no Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Debt, and, in each case the granting of Liens in connection therewith) with respect to the Notes shall have occurred and be continuing on the date of such depositdeposit (other than a Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such Indebtedness); (e5) in the case of legal defeasance only, the legal defeasance such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, of or constitute a Default under this Indenture or a default under, under any other material agreement or instrument (other than this Indenture) to which the Company Issuer or any of its Restricted Subsidiaries is a party or by which the Company Issuer or any of its Restricted Subsidiaries is boundbound (other than any such Default or default resulting solely from the borrowing of funds to be applied to such deposit and the grant of any Lien to secure such borrowings); (f6) in the case of legal defeasance only, the Company must deliver Issuer shall have delivered to the Trustee an Opinion of Counsel, subject to customary exceptions and assumptions, to the effect that on the 91st day following the deposit, the defeasance trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws generally affecting creditorsOfficers’ rights; (g) the Company must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company Issuer with the intent of preferring the Holders of Notes over any other creditors of the Company Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the CompanyIssuer or others; and (h7) the Company must deliver Issuer shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that all the conditions precedent relating to provided for in, in the legal defeasance or case of the covenant defeasance Officers’ Certificate, clauses (1) through (6) and, in the case of the Opinion of Counsel, clauses (2) and/or (3) and (5) of this Section 9.04 have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause ‎(b) above with respect to a legal defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable, (ii) shall become due and payable on the Maturity Date within one year or (iii) as to which a redemption notice has been given calling the Notes for redemption within one year, 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 or Covenant Defeasance. In order to exercise either legal defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance: (a1) the Company Issuers must irrevocably deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders, cash in U.S. Legal Tenderdollars, non-callable U.S. Government Securities Securities, or a combination thereof, in such amounts as will be sufficient (which in the case of cash and a deposit in whole or in part of non-callable U.S. Government SecuritiesSecurities will be evidenced by the opinion of a nationally recognized investment bank, sufficient appraisal firm or firm of independent public accountants) to pay the principal, principal of and interest and premium, if any, and interest on the outstanding Notes on the Maturity Date date of fixed maturity or on an available Redemption Datethe applicable redemption date, as the case may be, and the Company Issuers must specify whether the Notes are being defeased to the Maturity Date date of fixed maturity or to that Redemption Datea particular redemption date; (b2) in the case of legal defeasance onlyan election under Section 7.02, the Company must deliver Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: (ia) the Company has Issuers have received from, or there has been published by, the Internal Revenue Service a ruling, ; or (iib) since the Issue Date, there has been a change in the applicable federal income tax law, and (iii) in either case to the effect that, and based on the ruling obtained under clause ‎(i) or the change in tax law referred to under clause ‎(ii)thereon such Opinion of Counsel shall confirm that, the beneficial owners Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of legal defeasance such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if legal defeasance such Legal Defeasance had not occurred; provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of Officers of the General Partner; (c3) in the case of covenant defeasance onlyan election under Section 7.03, the Company must deliver Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the beneficial owners Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of covenant defeasance such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if covenant defeasance such Covenant Defeasance had not occurred; provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of Officers of the General Partner; (d4) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Debt, and, in each case the granting of Liens in connection therewith) with respect to the Notes shall have has occurred and be is continuing on the date of such deposit (other than a Default or Event of Default resulting from the incurrence of Indebtedness or other borrowing of funds, or the grant of Liens securing such Indebtedness or other borrowing, all or a portion of which are to be applied to such deposit); (e5) in the case of legal defeasance only, the legal defeasance shall such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Restricted Subsidiaries is a party or by which the Company or any of its Restricted Subsidiaries is bound; (f6) in the case of legal defeasance only, the Company must deliver Issuers shall have delivered to the Trustee an Opinion of Counsel, subject to customary exceptions and assumptions, to the effect that on the 91st day following the deposit, the defeasance trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws generally affecting creditorsOfficers’ rights; (g) the Company must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company Issuers with the intent of preferring the Holders of Notes over any other creditors of the Company Issuers or with the intent of defeating, hindering, delaying or defrauding any other creditors of the CompanyIssuers or others; and (h7) the Company must deliver Issuers shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the legal defeasance Legal Defeasance or the covenant defeasance Covenant Defeasance have been complied with. Notwithstanding the foregoing; provided, the Opinion of Counsel required by clause ‎(b) above with respect to a legal defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payablehowever, (ii) shall become due and payable on the Maturity Date within one year or (iii) that such counsel may rely, as to which matters of fact, on a redemption notice has been given calling the Notes for redemption within one year, under arrangements satisfactory to the Trustee for the giving certificate or certificates of notice of redemption by the Trustee in the name, and at the expense, Officers of the CompanyGeneral Partner.

Conditions to Legal Defeasance or Covenant Defeasance. In order The following shall be the conditions to exercise application of either legal defeasance Section 1202 or covenant defeasanceSection 1203 to the Outstanding Notes: (ai) the The Company must irrevocably deposit with the Trustee, Trustee (or another trustee satisfying the requirements of this Indenture who shall agree to comply with the provisions of this Article Twelve applicable to it) as trust funds in trust (for the “defeasance trust”)purpose of making the following payments, for specifically pledged as security for, and dedicated solely to, the benefit of the HoldersHolders of such Notes, cash in U.S. Legal Tenderdollars, non-callable U.S. Government Securities Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of cash and non-callable U.S. Government Securitiesa nationally recognized firm of independent public accountants selected by the Company, sufficient to pay the principal of, premium, if any, interest and Liquidated Damages, if any, due on the Outstanding Notes on the Stated Maturity or on the applicable Redemption Date as the case may be, of such principal, premium, if any, and or interest on the outstanding Notes on the Maturity Date or on an available Redemption Date, as the case may be, and the Company must specify whether the Notes are being defeased to the Maturity Date or to that Redemption DateOutstanding Notes; (bii) in the case of legal defeasance onlyLegal Defeasance, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel in the United States confirming that: , subject to customary assumptions and exclusions, (iA) the Company has received from, or there has been published by, the United States Internal Revenue Service a ruling, or ruling or (iiB) since the Issue Issuance Date, there has been a change in the applicable U.S. federal income tax law, and (iii) in either case to the effect that, and based on thereon such Opinion of Counsel in the ruling obtained under clause ‎(i) or the change in tax law referred United States shall confirm that, subject to under clause ‎(ii)customary assumptions and exclusions, the beneficial owners Holders of the outstanding Outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of legal defeasance 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 legal defeasance such Legal Defeasance had not occurred; (ciii) in the case of covenant defeasance onlyCovenant Defeasance, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel in the United States confirming that that, subject to customary assumptions and exclusions, the beneficial owners Holders of the outstanding Outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of covenant defeasance such Covenant Defeasance and will be subject to federal income such tax on the same amounts, in the same manner and at the same times as would have been the case if covenant defeasance such Covenant Defeasance had not occurred; (div) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Debt, and, in each case the granting of Liens in connection therewith) with respect to the Notes shall have occurred and be continuing on the date of such deposit or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit; (ev) in the case of legal defeasance only, the legal defeasance such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Restricted Subsidiaries Guarantor is a party or by which the Company or any of its Restricted Subsidiaries Guarantor is bound; (fvi) in the case of legal defeasance only, the Company must deliver shall have delivered to the Trustee an Opinion of CounselCounsel to the effect that, as of the date of such opinion and subject to customary exceptions assumptions and assumptions, to the effect that on the 91st day exclusions following the deposit, the defeasance trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws generally affecting creditors’ rightsrights generally under any applicable U.S. federal or state law, and that the Trustee has a perfected security interest in such trust funds for the ratable benefit of the Holders; (gvii) the Company must deliver shall have delivered to the Trustee an Officer’s Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the CompanyCompany or any Guarantor or others; and (hviii) the Company must deliver shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, Counsel in the United States (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the legal defeasance Legal Defeasance or the covenant defeasance Covenant Defeasance, as the case may be, have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause ‎(b) above with respect to a legal defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable, (ii) shall become due and payable on the Maturity Date within one year or (iii) as to which a redemption notice has been given calling the Notes for redemption within one year, 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 or Covenant Defeasance. In order to exercise either legal defeasance the Company’s option under Section 8.02 or covenant defeasance: (a) Section 8.03, the Company must irrevocably deposit with the Trustee, in trust (the “defeasance trust”), ) with the Trustee (or such other entity designated by the Trustee for the benefit of the Holders, this purpose) cash in U.S. Legal Tenderdollars, non-callable Cash Equivalents, U.S. Government Securities Obligations, or a combination thereof, in each case denominated in U.S. dollars, in such amounts as will be sufficient for the payment of cash and non-callable U.S. Government Securities, sufficient to pay the principal, premium, if any, and interest on the outstanding Notes on the Maturity Date to redemption or on an available Redemption Datematurity, as the case may be, ; and the Company must specify whether the Notes are being defeased to the Maturity Date or to that Redemption Date; (b) in the case of legal defeasance only, the Company must deliver to the Trustee Trustee: (a) an Opinion of Counsel confirming that: (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the Issue Date, there has been a change in the applicable federal income tax law, and (iii) based on United States to the ruling obtained under clause ‎(i) or the change in tax law referred to under clause ‎(ii), the beneficial owners of the outstanding Notes effect that Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of legal such deposit and defeasance and will be subject to U.S. 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 legal such deposit and defeasance had not occurred; occurred (c) in the case of covenant defeasance only, the Company must deliver to the Trustee an Opinion of Counsel confirming that the beneficial owners of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of 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 covenant defeasance had not occurred; (d) no Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Debt, and, in each case the granting of Liens in connection therewith) with respect to the Notes shall have occurred and be continuing on the date of such deposit; (e) in the case of legal defeasance only, such Opinion of Counsel in the legal defeasance shall not result United States must be based on a ruling of the U.S. Internal Revenue Service or other change in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which applicable U.S. federal income tax law since the Company or any of its Restricted Subsidiaries is a party or by which the Company or any of its Restricted Subsidiaries is boundIssue Date); (fb) in the case of legal defeasance only, the Company must deliver to the Trustee an Opinion of Counsel, subject to customary exceptions and assumptions, to the effect that on the 91st day following the deposit, the defeasance trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws generally affecting creditors’ rights; (g) the Company must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes over any other creditors of the Company or with the intent of defeating, hindering, delaying delaying, defrauding or defrauding preferring any other creditors of the Company; and; (hc) the Company must deliver 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 that that all conditions precedent provided for or relating to Legal Defeasance or Covenant Defeasance, as the legal defeasance or the covenant defeasance case may be, have been complied with. Notwithstanding the foregoing, the ; (d) an Opinion of Counsel required by clause ‎(b) above with respect to a legal defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940; and (ie) have become due and payable, (ii) shall become due and payable on the Maturity Date within one year all other documents or (iii) as to which a redemption notice has been given calling the Notes for redemption within one year, under arrangements satisfactory to other information that the Trustee for the giving of notice of redemption by the Trustee may reasonably require in the name, and at the expense, of connection with the Company’s option under Section 8.02 or Section 8.03.

Conditions to Legal Defeasance or Covenant Defeasance. In order to exercise either legal defeasance the Company’s option under Section 8.02 or covenant defeasance: (a) Section 8.03, the Company must irrevocably deposit with the Trustee, in trust (the “defeasance trust”), ) with the Trustee (or such other entity designated by the Trustee for the benefit of the Holders, this purpose) cash in U.S. Legal Tenderpound sterling, non-callable U.S. UK Government Securities Obligations, or a combination of cash in pound sterling and non-callable U.S. UK Government SecuritiesObligations, in such amounts as will be sufficient to pay for the payment of principal, premium, if any, and interest on the outstanding Notes on the Maturity Date to redemption or on an available Redemption Datematurity, as the case may be, ; and the Company must specify whether the Notes are being defeased to the Maturity Date or to that Redemption Date; (b) in the case of legal defeasance only, the Company must deliver to the Trustee Trustee: (a) an Opinion of Counsel confirming that: (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the Issue Date, there has been a change in the applicable federal income tax law, and (iii) based on United States to the ruling obtained under clause ‎(i) or the change in tax law referred to under clause ‎(ii), the beneficial owners of the outstanding Notes effect that Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of legal such deposit and defeasance and will be subject to U.S. 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 legal such deposit and defeasance had not occurred; occurred (c) in the case of covenant defeasance only, the Company must deliver to the Trustee an Opinion of Counsel confirming that the beneficial owners of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of 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 covenant defeasance had not occurred; (d) no Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Debt, and, in each case the granting of Liens in connection therewith) with respect to the Notes shall have occurred and be continuing on the date of such deposit; (e) in the case of legal defeasance only, such Opinion of Counsel in the legal defeasance shall not result United States must be based on a ruling of the U.S. Internal Revenue Service or other change in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which applicable U.S. federal income tax law since the Company or any of its Restricted Subsidiaries is a party or by which the Company or any of its Restricted Subsidiaries is boundIssue Date); (fb) in the case of legal defeasance only, the Company must deliver to the Trustee an Opinion of Counsel, subject to customary exceptions and assumptions, to the effect that on the 91st day following the deposit, the defeasance trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws generally affecting creditors’ rights; (g) the Company must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes over any other creditors of the Company or with the intent of defeating, hindering, delaying delaying, defrauding or defrauding preferring any other creditors of the Company; and; (hc) the Company must deliver 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 that that all conditions precedent provided for or relating to Legal Defeasance or Covenant Defeasance, as the legal defeasance or the covenant defeasance case may be, have been complied with. Notwithstanding the foregoing, the ; (d) an Opinion of Counsel required by clause ‎(b) above with respect to a legal defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940; and (ie) have become due and payable, (ii) shall become due and payable on the Maturity Date within one year all other documents or (iii) as to which a redemption notice has been given calling the Notes for redemption within one year, under arrangements satisfactory to other information that the Trustee for the giving of notice of redemption by the Trustee may reasonably require in the name, and at the expense, of connection with the Company’s option under Section 8.02 or Section 8.03.

Conditions to Legal Defeasance or Covenant Defeasance. In order The following shall be the conditions to exercise application of either legal defeasance Section 902 or covenant defeasanceSection 903 to the Outstanding Securities: (ai) the The Company must shall irrevocably deposit have deposited or caused to be deposited with the TrusteeTrustee (or another trustee satisfying the requirements of Section 609 of the Original Indenture who shall agree to comply with the provisions of this Article Nine applicable to it) as trust funds, money or U.S. Government Obligations, in trust (such amounts as will be sufficient, in the “defeasance trust”)opinion of a nationally recognized firm of independent public accountants selected by the Company, for the benefit of the Holders, cash in U.S. Legal Tender, non-callable U.S. Government Securities or a combination of cash and non-callable U.S. Government Securities, sufficient to pay the principalprincipal of, premium, if any, and interest due on the outstanding Notes Outstanding Securities on the Stated Maturity Date or on an available the applicable Redemption Date, Date as the case may be, and of such principal, premium, if any, or interest on the Company must specify whether the Notes are being defeased to the Maturity Date or to that Redemption DateOutstanding Securities; (bii) in the case of legal defeasance onlyLegal Defeasance, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee (which opinion may be subject to customary assumptions and exclusions) confirming that: that (iA) the Company has received from, or there has been published by, the United States Internal Revenue Service a ruling, or ruling or (iiB) since the Issue Datedate of this Supplemental Indenture, there has been a change in the applicable federal U.S. Federal income tax law, and in either case to the effect that, and based thereon such Opinion of Counsel in the United States (iiiwhich opinion may be subject to customary assumptions and exclusions) based on the ruling obtained under clause ‎(i) or the change in tax law referred to under clause ‎(ii)shall confirm that, the beneficial owners Holders of the outstanding Notes Outstanding Securities will not recognize income, gain or loss for federal U.S. Federal income tax purposes as a result of legal defeasance such Legal Defeasance and will be subject to federal U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if legal defeasance such Legal Defeasance had not occurred; (ciii) in the case of covenant defeasance onlyCovenant Defeasance, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee (which opinion may be subject to customary assumptions and exclusions) confirming that the beneficial owners Holders of the outstanding Notes Outstanding Securities will not recognize income, gain or loss for federal U.S. Federal income tax purposes as a result of covenant defeasance such Covenant Defeasance and will be subject to federal income such tax on the same amounts, in the same manner and at the same times as would have been the case if covenant defeasance such Covenant Defeasance had not occurred; (div) no default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Debt, and, in each case the granting of Liens in connection therewith) with respect to the Notes shall have occurred and be continuing on the date of such deposit or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 121st day after the date of deposit; (ev) in the case of legal defeasance only, the legal defeasance such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this the Indenture) to which the Company or any of its Restricted Subsidiaries Subsidiary Guarantor is a party or by which the Company or any of its Restricted Subsidiaries Subsidiary Guarantor is bound; (fvi) in the case of legal defeasance only, the Company must deliver shall have delivered to the Trustee an Opinion of CounselCounsel to the effect that, as of the date of such opinion and subject to customary exceptions assumptions and assumptions, to the effect that on the 91st day exclusions following the deposit, the defeasance trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws generally affecting creditors’ rightsrights generally under any applicable U.S. Federal or state law, and that the Trustee has a perfected security interest in such trust funds for the ratable benefit of the Holders; (gvii) the Company must deliver shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders 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; andCompany or any Subsidiary Guarantor or others; (hviii) the Company must deliver shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, Counsel in the United States (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the legal defeasance Legal Defeasance or the covenant defeasance Covenant Defeasance, as the case may be, have been complied with. Notwithstanding ; and (ix) the foregoing, the Opinion of Counsel required by clause ‎(b) above with respect to a legal defeasance need not be delivered if all Notes not theretofore Company shall have delivered to the Trustee for cancellation the opinion of a nationally recognized firm of independent public accountants stating the matters set forth in paragraph (i) have become due and payable, (ii) above. This Section 904 shall become due and payable on the Maturity Date within one year or (iii) as to which a redemption notice has been given calling the Notes for redemption within one year, under arrangements satisfactory be applicable with respect to the Trustee Securities in lieu of Section 1504 of the Original Indenture (which shall be of no force and effect for the giving of notice of redemption by the Trustee in the name, and at the expense, of the CompanySecurities).

Conditions to Legal Defeasance or Covenant Defeasance. In order The following shall be the conditions to exercise either legal defeasance application of Section 9.02 or covenant defeasanceSection 9.03 to the outstanding Notes: (a1) the Company Issuer must irrevocably deposit with the Trustee, as trust funds, in trust (the “defeasance trust”), solely for the benefit of the HoldersHolders of the Notes, cash in U.S. Legal Tenderlegal tender, non-callable U.S. Government Securities Obligations or a combination thereof, in such amounts as shall be sufficient (without consideration of cash and non-callable U.S. Government Securitiesany reinvestment of interest), sufficient as evidenced by an Officer’s Certificate of the Issuer, to pay the principal, premium, if any, principal of and interest on the outstanding Notes on the Maturity Date stated date for payment or on the Redemption Date of the principal or installment of principal of or interest on the Notes (provided that, with respect to any redemption that requires the payment of the Applicable Premium, the amount deposited will be sufficient for purposes of this Indenture to the extent that an available amount is so deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit on the Redemption Date only required to be deposited with the Trustee on or prior to the Redemption Date, as the case may be, and the Company must specify whether the Notes are being defeased to the Maturity Date or to that Redemption Date;), (b2) in the case of legal defeasance onlyLegal Defeasance, the Company must deliver Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States of America confirming that: (ia) the Company Issuer has received from, or there has been published by, by the Internal Revenue Service Service, a ruling, or (iib) since the Issue Date, there has been a change in the applicable U.S. federal income tax law, and (iii) in either case to the effect that, and based on the ruling obtained under clause ‎(i) or the change in tax law referred to under clause ‎(ii)thereon such Opinion of Counsel shall confirm that, the beneficial owners Holders of the such outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of legal defeasance the 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 legal defeasance such Legal Defeasance had not occurred;, (c3) in the case of covenant defeasance onlyCovenant Defeasance, the Company must deliver Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the beneficial owners Holders of the such outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of covenant defeasance 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 covenant defeasance the Covenant Defeasance had not occurred;, (d4) no Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Debt, and, in each case the granting of Liens in connection therewith) with respect to the Notes shall have occurred and be continuing on the date of such deposit; (e) in the case of legal defeasance only, the legal defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument deposit (other than this Indenture) a Default resulting from the borrowing of funds to which the Company or any of its Restricted Subsidiaries is a party or by which the Company or any of its Restricted Subsidiaries is bound;be applied to such deposit), (f) in the case of legal defeasance only, the Company must deliver to the Trustee an Opinion of Counsel, subject to customary exceptions and assumptions, to the effect that on the 91st day following the deposit, the defeasance trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws generally affecting creditors’ rights; (g5) the Company must deliver Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company it with the intent of preferring the Holders of such Notes over any other of its creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other of its creditors of the Company; or others, and (h6) the Company must deliver Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all the conditions precedent relating to provided for in, in the legal defeasance or case of the covenant defeasance Officer’s Certificate, clauses (1) through (4) and, in the case of the Opinion of Counsel, clauses (2) and/or (3) of this paragraph, have been complied with. Notwithstanding If the foregoing, the Opinion of Counsel required by clause ‎(b) above funds deposited with respect to a legal defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (i) have become due to effect Covenant Defeasance are insufficient to pay the principal of and payable, (ii) shall become due and payable interest on the Maturity Date within one year or (iii) as to which a redemption notice has been given calling Notes when due, then the Notes for redemption within one year, under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, obligations of the CompanyIssuer and the obligations of the Guarantors under this Indenture shall be revived and no such defeasance shall be deemed to have occurred.

Conditions to Legal Defeasance or Covenant Defeasance. In order to exercise either legal defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance under either Section 8.02 or 8.03 hereof: (a) The Company or the Company Issuer must irrevocably deposit with the Trustee, in trust (subject to Section 8.05 hereof) with the “defeasance trust”), for the benefit of the Holders, Trustee cash in U.S. Legal Tenderdollars, non-callable U.S. Government Securities Obligations or a combination thereof (in the case of the Dollar Notes) or cash in pounds sterling, UK Government Obligations or a combination thereof (in the case of the Sterling Notes), the principal of and non-callable U.S. Government Securitiesinterest on which will be sufficient, sufficient in the opinion of an Independent Financial Advisor, to pay the principalprincipal of, premium, if any, and interest on the outstanding Notes on the Maturity Date stated date for payment thereof or on an available Redemption Datethe applicable redemption date, as the case may be, as specified in an Officer’s Certificate, and the Company Issuer must specify whether the Notes are being defeased to the Maturity Date maturity or to that Redemption Datea particular redemption date; (b) in the case of legal defeasance onlyan election under Sections 8.01 and 8.02 hereof, the Company must deliver Issuer has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: (i1) the Company Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, ; or (ii2) since the Issue Datedate of this Indenture, there has been a change in the applicable U.S. federal income tax law, and (iii) in either case to the effect that, and based on the ruling obtained under clause ‎(i) or the change in tax law referred to under clause ‎(ii)thereon such Opinion of Counsel shall confirm that, the beneficial owners Holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal or U.K. income tax purposes as a result of legal defeasance such deposit and Legal Defeasance and will be subject to U.S. federal and U.K. income tax on the same amounts, in the same manner and at the same times as would have been the case if legal defeasance such deposit and Legal Defeasance had not occurred; (c) in the case of covenant defeasance onlyan election under Sections 8.01 and 8.03 hereof, the Company Issuer must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the beneficial owners Holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal or U.K. income tax purposes as a result of covenant defeasance such deposit and Covenant Defeasance and will be subject to U.S. federal and U.K. income tax on the same amounts, in the same manner and at the same times as would have been the case if covenant defeasance such deposit and Covenant Defeasance had not occurred; (d) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Debt, and, in each case the granting of Liens in connection therewith) with respect to the Notes 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); (e) in the case of legal defeasance only, the legal defeasance shall such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company Issuer or any of its the Restricted Subsidiaries is a party or by which the Company Issuer or any of its the Restricted Subsidiaries is boundbound and is not prohibited by the Intercreditor Deeds; (f) in the case of legal defeasance only, the Company must deliver to the Trustee an Opinion of Counsel, subject to customary exceptions and assumptions, to the effect that on the 91st day following the deposit, the defeasance trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws generally affecting creditors’ rights; (g) the Company Issuer must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company Issuer with the intent of preferring the Holders of Notes being defeased over any the other creditors of the Company or Issuer with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; andIssuer or others; (hg) the Company Issuer must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the legal defeasance Legal Defeasance or the covenant defeasance Covenant Defeasance have been complied with. Notwithstanding ; and (h) the foregoing, the Opinion of Counsel required by clause ‎(b) above with respect to a legal defeasance need not be delivered if all Notes not theretofore delivered to Issuer provides the Trustee for cancellation (i) have become due and payable, (ii) shall become due and payable on the Maturity Date within one year all other documents or (iii) as to which a redemption notice has been given calling the Notes for redemption within one year, under arrangements satisfactory to other information that the Trustee for may reasonably require in connection with the giving of notice of redemption by the Trustee in the name, and at the expense, of the Companydefeasance.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02(b) or 8.02(c) hereof to the outstanding Notes: In order to exercise either legal defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance: (a1) the Company Casella must irrevocably deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the HoldersHolders of the Notes, cash in U.S. Legal Tender, non-callable U.S. Government Securities Obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of cash and non-callable U.S. Government Securitiesa nationally recognized firm of independent public accountants, sufficient to pay the principalprincipal of, premium, if any, and interest on the outstanding Notes on the Stated Maturity Date or on an available Redemption Datethe applicable redemption date, as the case may be, and the Company Casella must specify whether the Notes are being defeased to the Maturity Date maturity or to that Redemption Datea particular redemption date; (b2) in the case of legal defeasance onlyan election under Section 8.02(b) hereof, the Company must deliver Casella shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: that (ia) the Company Casella has received from, or there has been published by, the Internal Revenue Service a ruling, or ruling or (iib) since the Issue Datedate of this Indenture, there has been a change in the applicable federal income tax law, and (iii) in either case to the effect that, and based on the ruling obtained under clause ‎(i) or the change in tax law referred to under clause ‎(ii)thereon such Opinion of Counsel shall confirm that, the beneficial owners Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of legal defeasance such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if legal defeasance such Legal Defeasance had not occurred; (c3) in the case of covenant defeasance onlyan election under Section 8.02(c) hereof, the Company must deliver Casella shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the beneficial owners Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of covenant defeasance such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if covenant defeasance such Covenant Defeasance had not occurred; (d4) no Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Debt, and, in each case the granting of Liens in connection therewith) with respect to the Notes shall have occurred and be continuing either: (a) on the date of such deposit (other than a Default resulting from the borrowing of funds to be applied to such deposit), or (b) insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit; provided that such Legal Defeasance or Covenant Defeasance, as the case may be, shall be deemed to have occurred on the date of such deposit, subject to an Event of Default from bankruptcy or insolvency within such 91-day period; (e5) in the case of legal defeasance only, the legal defeasance shall such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company Casella or any of its Restricted Subsidiaries is a party or by which the Company Casella or any of its Restricted Subsidiaries is bound; (f6) in the case of legal defeasance only, the Company must deliver to the Trustee an Opinion of Counsel, subject to customary exceptions and assumptions, to the effect that on the 91st day following the deposit, the defeasance trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws generally affecting creditors’ rights; (g) the Company Casella must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company Casella with the intent of preferring the Holders of Notes over any the other creditors of the Company or Casella with the intent of defeating, hindering, delaying or defrauding any other creditors of the CompanyCasella or others; and (h7) the Company Casella must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, each Counsel stating that all conditions precedent relating to the legal defeasance Legal Defeasance or the covenant defeasance Covenant Defeasance have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause ‎(b) above with respect to a legal defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable, (ii) shall become due and payable on the Maturity Date within one year or (iii) as to which a redemption notice has been given calling the Notes for redemption within one year, 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 or Covenant Defeasance. In order The following shall be the conditions to exercise application of either legal defeasance Section 1202 or covenant defeasanceSection 1203 to the Outstanding Notes: (ai) the The Company must shall irrevocably deposit have deposited or caused to be deposited with the Trustee, Trustee (or another trustee satisfying the requirements of the Indenture who shall agree to comply with the provisions of this Article Twelve applicable to it) as trust funds in trust (for the “defeasance trust”)purpose of making the following payments, for specifically pledged as security for, and dedicated solely to, the benefit of the HoldersHolders of such Notes, cash in U.S. Legal Tenderdollars, non-callable U.S. Government Securities Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of cash and non-callable U.S. Government Securitiesa nationally recognized firm of independent public accountants selected by the Company, sufficient to pay the principalprincipal of, premium, if any, and interest due on the outstanding Outstanding Notes on the Stated Maturity Date or on an available the applicable Redemption Date, Date as the case may be, and of such principal, premium, if any, or interest on the Company must specify whether the Notes are being defeased to the Maturity Date or to that Redemption DateOutstanding Notes; (bii) in the case of legal defeasance onlyLegal Defeasance, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee (which opinion may be subject to customary assumptions and exclusions) confirming that: that (iA) the Company has received from, or there has been published by, the United States Internal Revenue Service a ruling, or ruling or (iiB) since the Issue Issuance Date, there has been a change in the applicable U.S. federal income tax law, and in either case to the effect that, and based thereon such Opinion of Counsel in the United States (iiiwhich opinion may be subject to customary assumptions and exclusions) based on shall confirm that the ruling obtained under clause ‎(i) or the change in tax law referred to under clause ‎(ii), the beneficial owners Holders of the outstanding Outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of legal defeasance 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 legal defeasance such Legal Defeasance had not occurred; (ciii) in the case of covenant defeasance onlyCovenant Defeasance, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that that, subject to customary assumptions and exclusions, the beneficial owners Holders of the outstanding Outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of covenant defeasance such Covenant Defeasance and will be subject to federal income such tax on the same amounts, in the same manner and at the same times as would have been the case if covenant defeasance such Covenant Defeasance had not occurred; (div) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Debt, and, in each case the granting of Liens in connection therewith) with respect to the Notes shall have occurred and be continuing on the date of such deposit or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit; (ev) in the case of legal defeasance only, the legal defeasance such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Restricted Subsidiaries Guarantor is a party or by which the Company or any of its Restricted Subsidiaries Guarantor is bound; (fvi) in the case of legal defeasance only, the Company must deliver shall have delivered to the Trustee an Opinion of CounselCounsel to the effect that, as of the date of such opinion and subject to customary exceptions assumptions and assumptions, to the effect that on the 91st day exclusions following the deposit, the defeasance trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws generally affecting creditors’ rights' rights generally under any applicable U.S. federal or state law, and that the Trustee has a perfected security interest in such trust funds for the ratable benefit of the Holders; (gvii) the Company must deliver shall have delivered to the Trustee an Officer’s Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the CompanyCompany or any Guarantor or others; and (hviii) the Company must deliver shall have delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, Counsel in the United States (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the legal defeasance Legal Defeasance or the covenant defeasance Covenant Defeasance, as the case may be, have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause ‎(b) above with respect to a legal defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable, (ii) shall become due and payable on the Maturity Date within one year or (iii) as to which a redemption notice has been given calling the Notes for redemption within one year, 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 or Covenant Defeasance. In order The following shall be the conditions to exercise the application of either legal defeasance Section 9.02(b) or covenant defeasance9.02(c) hereof to the outstanding Notes: (a1) the Company must Issuers shall irrevocably deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the HoldersHolders subject to Legal Defeasance or Covenant Defeasance, cash in U.S. Legal Tender, non-callable U.S. Government Securities Obligations or a combination thereof, in such amounts as will be sufficient (without reinvestment), in the opinion of cash and non-callable U.S. Government Securitiesa nationally recognized firm of independent public accountants selected by the Issuers, sufficient to pay the principal, principal of and interest (including premium, if any, and interest ) on the outstanding Notes on the Maturity Date stated date for payment or on an available Redemption Date, as the case may be, and redemption date of the Company must specify whether the Notes are being defeased to the Maturity Date or to that Redemption DateNotes; (b2) in the case of legal defeasance onlyLegal Defeasance, the Company must deliver Issuers shall have delivered to the Trustee an Opinion of Counsel in the United States of America confirming that: (i) the Company has Issuers have received from, or there has been published by, by the Internal Revenue Service Service, a ruling, or (ii) since the Issue Datedate of this Indenture, there has been a change in the applicable federal U.S. Federal income tax law, and (iii) in either case to the effect that, and based on thereon this Opinion of Counsel shall confirm that the ruling obtained under clause ‎(i) or the change in tax law referred to under clause ‎(ii), the Holders and beneficial owners of the outstanding Notes will not recognize income, gain or loss for federal U.S. Federal income tax purposes as a result of legal defeasance such Legal Defeasance and will be subject to federal U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if legal defeasance such Legal Defeasance had not occurred; (c3) in the case of covenant defeasance onlyCovenant Defeasance, the Company must deliver Issuers shall have delivered to the Trustee an Opinion of Counsel in the United States of America reasonably acceptable to the Trustee confirming that the Holders and beneficial owners of the outstanding Notes will not recognize income, gain or loss for federal U.S. Federal income tax purposes as a result of covenant defeasance such Covenant Defeasance and will be subject to federal U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if covenant defeasance such Covenant Defeasance had not occurred; (d4) no Event Default shall have occurred and be continuing on the date of Default such deposit (other than that a Default resulting from the borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Debt, Indebtedness and, in each case case, the granting of Liens on the deposited funds in connection therewith) with respect to the Notes shall have occurred and be continuing on the date of such deposit); (e5) in the case of legal defeasance only, the legal defeasance 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 instrument (other than this Indenture) to which the Company Parent or any of its Restricted Subsidiaries is a party or by which the Company Parent or any of its Restricted Subsidiaries is boundbound (other than any such Default or default relating to any Indebtedness being defeased from any borrowing of funds to be applied to such deposit and any similar and simultaneous deposit relating to such Indebtedness, and the granting of Liens on the deposited funds in connection therewith); (f) in the case of legal defeasance only, the Company must deliver to the Trustee an Opinion of Counsel, subject to customary exceptions and assumptions, to the effect that on the 91st day following the deposit, the defeasance trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws generally affecting creditors’ rights; (g6) the Company must deliver Issuers shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company them with the intent of preferring the Holders of Notes over any other creditors of the Company Issuers or with the intent of defeating, hindering, delaying or defrauding any other of their creditors of the Companyor others; and (h7) the Company must deliver Issuers shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all the conditions precedent relating to provided for in, in the legal defeasance or case of the covenant defeasance Officer’s Certificate, clauses (1) through (6), as applicable, and, in the case of the Opinion of Counsel, clauses (2), if applicable, and/or (3) and (5) of this Section 9.03 have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause ‎(b) above with respect to a legal defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable, (ii) shall become due and payable on the Maturity Date within one year or (iii) as to which a redemption notice has been given calling the Notes for redemption within one year, 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 or Covenant Defeasance. In order The following shall be the conditions to exercise the application of either legal defeasance Section 8.02 or covenant defeasanceSection 8.03 hereof to the outstanding Notes: (a) the Company Issuers must irrevocably deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders, cash in U.S. Legal TenderUnited States dollars, non-callable U.S. Government Securities Obligations, or a combination thereof, in such amounts as shall be sufficient, in the opinion of cash and non-callable U.S. Government Securitiesa nationally recognized firm of independent public accountants, sufficient to pay the principalprincipal of, premium, if any, and interest interest, on the outstanding Notes at the Stated Maturity thereof or on the Maturity Date or on an available Redemption Dateapplicable redemption date, as the case may be, and the Company Issuers must specify whether the Notes are being defeased to the Stated Maturity Date or to that Redemption Datea particular redemption date; (b) in the case of legal defeasance onlyan election under Section 8.02 hereof, the Company must deliver Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or ruling or (ii) since the Issue Date, there has been a change in the applicable federal income tax law, and (iii) in either case to the effect that, and based on the ruling obtained under clause ‎(i) or the change in tax law referred to under clause ‎(ii)thereon such Opinion of Counsel shall confirm that, the beneficial owners Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of legal defeasance such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if legal defeasance such Legal Defeasance had not occurred; (c) in the case of covenant defeasance onlyan election under Section 8.03 hereof, the Company must deliver Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the beneficial owners Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of covenant defeasance such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if covenant defeasance such Covenant Defeasance had not occurred; (d) no Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Debt, and, in each case the granting of Liens in connection therewith) with respect to the Notes Issuers shall have occurred and be continuing on the date of such deposit; (e) in the case of legal defeasance only, the legal defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Restricted Subsidiaries is a party or by which the Company or any of its Restricted Subsidiaries is bound; (f) in the case of legal defeasance only, the Company must deliver delivered to the Trustee an Opinion of Counsel, subject to customary exceptions and assumptions, to the effect that on the 91st day following the deposit, the defeasance trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws generally affecting creditorsOfficers’ rights; (g) the Company must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company Issuers with the intent of preferring the Holders of Notes over any other creditors of the Company Issuers, the Parent Guarantor or the Subsidiary Guarantors or with the intent of defeating, hindering, delaying or defrauding any other creditors of the CompanyIssuers; and (he) the Company must deliver Issuers shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the legal defeasance Legal Defeasance or the covenant defeasance Covenant Defeasance have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause ‎(b) above with respect to a legal defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable, (ii) shall become due and payable on the Maturity Date within one year or (iii) as to which a redemption notice has been given calling the Notes for redemption within one year, 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 or Covenant Defeasance. In order The following shall be the conditions to exercise the application of either legal defeasance Section 8.02 or covenant defeasance8.03 hereof to the outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised only if: (a) the Company must irrevocably deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the HoldersHolders of the Notes, cash in U.S. Legal TenderUnited States dollars, non-callable U.S. Government Securities Obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of cash and non-callable U.S. Government Securitiesan Independent Financial Advisor, sufficient to pay the principalprincipal of, premium, if any, and interest on the outstanding Notes on the Stated Maturity Date or on an available Redemption Datethe applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to the Maturity Date maturity or to that Redemption Datea particular redemption date; (b) in the case of legal defeasance onlyLegal Defeasance, the Company must deliver delivers to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: that (ia) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or ruling or (iib) since the Issue Date, there has been a change in the applicable federal income tax law, and (iii) in either case to the effect that, and based on the ruling obtained under clause ‎(i) or the change in tax law referred to under clause ‎(ii)thereon such Opinion of Counsel will confirm that, the beneficial owners Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of legal defeasance such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if legal defeasance such Legal Defeasance had not occurred; (c) in the case of covenant defeasance onlyCovenant Defeasance, the Company must deliver delivers to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the beneficial owners Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of covenant defeasance such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if covenant defeasance such Covenant Defeasance had not occurred; (d) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Debt, and, in each case the granting of Liens in connection therewith) with respect to the Notes shall have occurred and be continuing either: (i) 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 (ii) insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit; (e) in the case of legal defeasance only, the legal defeasance shall such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Restricted Subsidiaries is a party or by which the Company or any of its Restricted Subsidiaries is bound; (f) in the case of legal defeasance only, the Company must deliver delivers to the Trustee an Opinion of Counsel, subject to customary exceptions and assumptionsassuming no intervening bankruptcy of the Company or any Guarantor between the date of deposit and the 91st day following the deposit and assuming that no Holder is an “insider” of the Company under applicable bankruptcy law, to the effect that on the 91st day following the deposit, the defeasance trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws generally affecting creditors’ rights; (g) the Company must deliver to the Trustee an Officer’s Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes over any the other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the CompanyCompany or others; and (h) the Company must deliver delivers to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the legal defeasance Legal Defeasance or the covenant defeasance Covenant Defeasance have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause ‎(b) above with respect to a legal defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable, (ii) shall become due and payable on the Maturity Date within one year or (iii) as to which a redemption notice has been given calling the Notes for redemption within one year, 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 or Covenant Defeasance. In order The following shall be the conditions to exercise application of either legal defeasance Section 13.02 or covenant defeasanceSection 13.03 to the Outstanding Securities of any Defeasible Series: (a1) the Company must The Issuers shall irrevocably deposit have deposited or caused to be deposited with the Trustee, Trustee (or another trustee that satisfies the requirements contemplated by Section 6.10 and agrees to comply with the provisions of this Article XIII applicable to it) as trust funds in trust (for the “defeasance trust”)purpose of making the following payments, for specifically pledged as security for, and dedicated solely to, the benefit of the HoldersHolders of Outstanding Securities of such series, cash (A) money in U.S. Legal Tenderan amount, non-callable U.S. or (B) Government Securities that 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, money in an amount, or (C) a combination thereof, in each case sufficient, in the opinion of cash and non-callable U.S. Government Securitiesa nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, sufficient to pay and discharge, and which shall be applied by the principalTrustee (or any such other qualifying trustee) to pay and discharge, premium, if any, the principal of and any premium and interest on the outstanding Notes Securities of such series on the Maturity Date or on an available Redemption Daterespective Stated Maturities, as in accordance with the case may be, terms of this Indenture and the Company must specify whether the Notes are being defeased to the Maturity Date or to that Redemption Date;Securities of such series. (b2) in In the case of legal defeasance onlyan election under Section 13.02, the Company must deliver Issuers shall have delivered to the Trustee an Opinion of Counsel confirming that: stating that (iA) the Company has Issuers have received from, or there has been published by, the Internal Revenue Service a ruling, or ruling or (iiB) since the Issue Datedate first set forth hereinabove, there has been a change in the applicable federal income tax law, and in either case (iii) based on the ruling obtained under clause ‎(iA) or (B) to the change in tax law referred to under clause ‎(ii)effect that, and based thereon such opinion shall confirm that, the beneficial owners Holders of the outstanding Notes Outstanding Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of legal defeasance the deposit, Legal Defeasance and discharge to be effected with respect to the Securities of such series and will be subject to federal income tax on the same amountsamount, in the same manner and at the same times as would have been be the case if legal defeasance had such deposit, Legal Defeasance and discharge were not occurred;to occur (which opinion need not address the effect of a transfer or other disposition of a Holder’s interest in Outstanding Securities of a series of the Securities before the respective Stated Maturity or Redemption Date). (c3) in In the case of covenant defeasance onlyan election under Section 13.03, the Company must deliver Issuers shall have delivered to the Trustee an Opinion of Counsel confirming to the effect that the beneficial owners Holders of the outstanding Notes Outstanding Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of covenant defeasance the deposit and Covenant Defeasance to be effected with respect to the Securities of such series and will be subject to federal income tax on the same amountsamount, in the same manner and at the same times as would have been be the case if covenant defeasance had such deposit and Covenant Defeasance were not occurred;to occur (which opinion need not address the effect of a transfer or other disposition of a Holder’s interest in Outstanding Securities of a series of the Securities before the respective Stated Maturity or Redemption Date). (d4) no The Issuers shall have delivered to the Trustee an Officer’s Certificate to the effect that the Securities of such series, if then listed on any securities exchange, will not be delisted as a result of such deposit. (5) No Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Debt, and, in each case the granting of Liens in connection therewith) with respect to the Notes or Default shall have occurred and be continuing at the time of such deposit or, with regard to any Event of Default or any such event specified in Sections 5.01(8) and (9), at any time on or prior to the 90th day after the date of such deposit;deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day). (e6) Such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all of the Securities are in default within the case meaning of legal defeasance only, the legal defeasance such Act). (7) Such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material other agreement or instrument (other than this Indenture) to which the Company or any of its Restricted Subsidiaries is Issuers are a party or by which the Company or any of its Restricted Subsidiaries is they are bound;. (f) in the case of legal defeasance only, the Company must deliver to the Trustee an Opinion of Counsel, subject to customary exceptions and assumptions, to the effect that on the 91st day following the deposit, the defeasance trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws generally affecting creditors’ rights; (g) the Company must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders 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; and (h) the Company must deliver 8) The Issuers shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent relating with respect to the legal defeasance such Legal Defeasance or the covenant defeasance Covenant Defeasance have been complied with. Notwithstanding . (9) Such Legal Defeasance or Covenant Defeasance shall not result in the foregoingtrust 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 qualified under such Act or exempt from regulation thereunder. (10) On or prior to the 91st day following the deposit, the Opinion of Counsel required by clause ‎(b) above with respect to a legal defeasance need not be delivered if all Notes not theretofore Issuers shall have delivered to the Trustee for cancellation (i) have become due and payable, (ii) shall become due and payable an Opinion of Counsel to the effect that on the Maturity Date within one year 91st day following the deposit, the trust funds are not subject to any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally. (iii11) as to which a redemption notice has been given calling the Notes for redemption within one year, under arrangements satisfactory The Issuers shall have delivered to the Trustee for an Officer’s Certificate stating that the giving of notice of redemption deposit was not made by the Trustee in Issuers with the name, and at intent of preferring the expense, Holders over any other creditors of the CompanyIssuers or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuers.

Conditions to Legal Defeasance or Covenant Defeasance. In order to exercise either legal defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance: (a1) the Company must irrevocably deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders, Holders cash in U.S. Legal TenderUnited States dollars, non-callable U.S. Government Securities United States government obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of cash and non-callable U.S. Government Securitiesa nationally recognized investment bank, sufficient appraisal firm or firm of independent public accountants, to pay the principalprincipal of, premium, if any, and interest on the outstanding Notes on the Maturity Date stated date for payment thereof or on an available Redemption Datethe applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to the Maturity Date or to that Redemption Date; (b2) in the case of legal defeasance onlyLegal Defeasance, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel in the United States confirming that: (ia) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, ; or (iib) since the Issue Datedate of this Indenture, there has been a change in the applicable federal income tax law, and (iii) in either case to the effect that, and based on the ruling obtained under clause ‎(i) or the change in tax law referred to under clause ‎(ii)thereon such opinion of counsel shall confirm that, the beneficial owners of the outstanding Notes Holders will not recognize income, gain or loss for federal income tax purposes as a result of legal defeasance such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if legal defeasance such Legal Defeasance had not occurred; (c3) in the case of covenant defeasance onlyCovenant Defeasance, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel in the United States confirming that the beneficial owners of the outstanding Notes Holders will not recognize income, gain or loss for federal income tax purposes as a result of covenant defeasance such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if covenant defeasance such Covenant Defeasance had not occurred; (d4) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Debt, and, in each case the granting of Liens in connection therewith) with respect to the Notes shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the incurrence of Indebtedness or other borrowing of funds, or the grant of Liens securing such Indebtedness or other borrowing, all or a portion of which are to be applied to such deposit); (e5) in the case of legal defeasance only, the legal defeasance such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument under the Indenture (other than this Indenturea Default or Event of Default resulting from the incurrence of Indebtedness or other borrowing of funds, or the grant of Liens securing such Indebtedness or other borrowing, all or a portion of which are to be applied to such deposit) to which the Company or any other Indebtedness incurred under clause (2) of its Restricted Subsidiaries is a party or by which the Company or any definition of its Restricted Subsidiaries is bound“Permitted Indebtedness”; (f6) in the case of legal defeasance only, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel, subject to customary exceptions and assumptions, to the effect that on the 91st day following the deposit, the defeasance trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws generally affecting creditorsOfficers’ rights; (g) the Company must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders 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; andCompany or others; (h7) the Company must deliver shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the legal defeasance such Legal Defeasance or the covenant defeasance Covenant Defeasance, as applicable, have been complied with. Notwithstanding ; and (8) the foregoing, the Opinion of Counsel required by clause ‎(b) above with respect to a legal defeasance need not be delivered if all Notes not theretofore Company shall have delivered to the Trustee for cancellation an Opinion of Counsel (i) which opinion of counsel may be subject to customary assumptions, qualifications and exclusions), stating that all conditions precedent relating to such Legal Defeasance or Covenant Defeasance, as applicable, have become due and payablebeen complied with; provided, (ii) shall become due and payable on the Maturity Date within one year or (iii) however, that such counsel may rely, as to which matters of fact, on a redemption notice has been given calling the Notes for redemption within one year, under arrangements satisfactory to the Trustee for the giving certificate or certificates of notice of redemption by the Trustee in the name, and at the expense, officers of the Company.

Conditions to Legal Defeasance or Covenant Defeasance. In order The following shall be the conditions to exercise the application of either legal defeasance Section 9.02 or covenant defeasance9.03 hereof to the outstanding Notes and the Note Guarantees: (a1) the Company Issuer must irrevocably deposit with the TrusteeTrustee (or other qualifying trustee), as trust funds, in trust (the “defeasance trust”), solely for the benefit of the Holders, cash in U.S. Legal Tender, non-callable legal tender or U.S. Government Securities Obligations, or a combination thereof, in such amounts as will be sufficient (without consideration of cash and non-callable U.S. Government Securitiesany reinvestment of interest), sufficient in the opinion of a nationally recognized investment bank, appraisal firm or firms of independent public accountants selected by the Issuer, to pay the principal, premium, if any, principal of and interest on the outstanding Notes on the Maturity Date scheduled due dates or on an available the applicable Redemption Date, as the case may be, and provided that the Company must specify whether Trustee shall have received an irrevocable written order from the Notes are being defeased Issuer instructing the Trustee to apply such U.S. legal tender or the Maturity Date or proceeds of such U.S. Government Obligations to that Redemption Datesaid payments with respect to such Notes; (b2) in the case of legal defeasance onlyan election under Section 9.02 hereof, the Company must deliver Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: that (iA) the Company Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or ruling or (iiB) since the Issue Datedate of this Indenture, there has been a change in the applicable federal income tax law, and (iii) in either case to the effect that, and based on the ruling obtained under clause ‎(i) or the change in tax law referred to under clause ‎(ii)thereon such Opinion of Counsel shall confirm that, the beneficial owners of the outstanding Notes Holders will not recognize income, gain or loss for federal income tax purposes as a result of legal defeasance such deposit, Legal Defeasance and discharge 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 legal defeasance such Legal Defeasance had not occurred; (c3) in the case of covenant defeasance onlyan election under Section 9.03 hereof, the Company must deliver Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the beneficial owners of the outstanding Notes Holders will not recognize income, gain or loss for federal income tax purposes as a result of covenant defeasance such deposit, Covenant Defeasance and discharge 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 covenant defeasance such Covenant Defeasance had not occurred; (d4) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Debt, and, in each case the granting of Liens in connection therewith) with respect to the Notes shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting solely from the borrowing of funds to be applied to such deposit); (e5) in the case of legal defeasance only, the legal defeasance 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 (other than this Indenture) to which the Company Issuer or any of its Restricted Subsidiaries is a party or by which the Company Issuer or any of its Restricted Subsidiaries is boundbound (other than any such Default or default resulting solely from the borrowing of funds to be applied to such deposit); (f6) in the case of legal defeasance only, the Company must deliver Issuer shall have delivered to the Trustee an Opinion of Counsel, subject to customary exceptions and assumptions, to the effect that on the 91st day following the deposit, the defeasance trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws generally affecting creditorsOfficers’ rights; (g) the Company must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company Issuer with the intent of preferring the Holders of Notes over any other creditors of the Company Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the CompanyIssuer or others; and (h7) the Company must deliver Issuer shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that all the conditions precedent relating to provided for in, in the legal defeasance or case of the covenant defeasance Officers’ Certificate, clauses (1) through (6) and, in the case of the Opinion of Counsel, clauses (2) and/or (3) and (5) of this Section 9.04 have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause ‎(b) above with respect to a legal defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable, (ii) shall become due and payable on the Maturity Date within one year or (iii) as to which a redemption notice has been given calling the Notes for redemption within one year, 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 or Covenant Defeasance. In order to exercise either legal defeasance the Company’s option under Section 8.02 or covenant defeasance: (a) Section 8.03, the Company must irrevocably deposit with the Trustee, in trust (the “defeasance trust”), ) with the Trustee (or such other entity designated by the Trustee for the benefit of the Holders, this purpose) cash in U.S. Legal Tendereuro, non-callable U.S. European Government Securities Obligations denominated in euro, or a combination of cash in euro and non-callable U.S. European Government SecuritiesObligations denominated in euro, in such amounts as will be sufficient to pay for the payment of principal, premium, if any, and interest on the outstanding Notes on the Maturity Date to redemption or on an available Redemption Datematurity, as the case may be, ; and the Company must specify whether the Notes are being defeased to the Maturity Date or to that Redemption Date; (b) in the case of legal defeasance only, the Company must deliver to the Trustee Trustee: (a) an Opinion of Counsel confirming that: (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the Issue Date, there has been a change in the applicable federal income tax law, and (iii) based on United States to the ruling obtained under clause ‎(i) or the change in tax law referred to under clause ‎(ii), the beneficial owners of the outstanding Notes effect that Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of legal such deposit and defeasance and will be subject to U.S. 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 legal such deposit and defeasance had not occurred; occurred (c) in the case of covenant defeasance only, the Company must deliver to the Trustee an Opinion of Counsel confirming that the beneficial owners of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of 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 covenant defeasance had not occurred; (d) no Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Debt, and, in each case the granting of Liens in connection therewith) with respect to the Notes shall have occurred and be continuing on the date of such deposit; (e) in the case of legal defeasance only, such Opinion of Counsel in the legal defeasance shall not result United States must be based on a ruling of the U.S. Internal Revenue Service or other change in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which applicable U.S. federal income tax law since the Company or any of its Restricted Subsidiaries is a party or by which the Company or any of its Restricted Subsidiaries is boundIssue Date); (fb) in the case of legal defeasance only, the Company must deliver to the Trustee an Opinion of Counsel, subject to customary exceptions and assumptions, to the effect that on the 91st day following the deposit, the defeasance trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws generally affecting creditors’ rights; (g) the Company must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes over any other creditors of the Company or with the intent of defeating, hindering, delaying delaying, defrauding or defrauding preferring any other creditors of the Company; and; (hc) the Company must deliver 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 that that all conditions precedent provided for or relating to Legal Defeasance or Covenant Defeasance, as the legal defeasance or the covenant defeasance case may be, have been complied with. Notwithstanding the foregoing, the ; (d) an Opinion of Counsel required by clause ‎(b) above with respect to a legal defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940; and (ie) have become due and payable, (ii) shall become due and payable on the Maturity Date within one year all other documents or (iii) as to which a redemption notice has been given calling the Notes for redemption within one year, under arrangements satisfactory to other information that the Trustee for the giving of notice of redemption by the Trustee may reasonably require in the name, and at the expense, of connection with the Company’s option under Section 8.02 or Section 8.03.

Conditions to Legal Defeasance or Covenant Defeasance. In order The following shall be the conditions to exercise application of either legal defeasance Section 1302 or covenant defeasanceSection 1303 to the Outstanding Notes: (a1) the Company must shall irrevocably deposit have deposited with the Trustee, Trustee (or another trustee satisfying the requirements of Section 608 who shall agree to comply with the provisions of this Article Thirteen applicable to it) in trust (the “defeasance trust”), for the benefit of the Holders, Holders of such Notes; (A) cash in U.S. Legal Tenderdollars, or (B) non-callable U.S. Government Securities or a combination of cash and non-callable U.S. Government Securities, sufficient or (C) a combination thereof, in such amounts as shall be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay pay, and which shall be applied by the principalTrustee (or other qualifying trustee) to pay, the principal of, premium, if any, and interest due on the outstanding Outstanding Notes on the Stated Maturity Date or on an available Redemption Date, as the case may be; provided that the Trustee shall have been irrevocably instructed to apply such cash or the proceeds of such Government Securities to said payments with respect to the Notes; before such a deposit, and the Company must specify whether the Notes are being defeased may give to the Maturity Date or Trustee, in accordance with Section 1104 hereof, a notice of its election to that Redemption Dateredeem all of the Outstanding Notes at a future date in accordance with Article Eleven hereof, which notice shall be irrevocable; such irrevocable redemption notice, if given, shall be given effect in applying the foregoing; (b2) in the case of legal defeasance onlyLegal Defeasance, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel in the United States of America reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions: (iA) the Company has received from, or there has been published by, the United States Internal Revenue Service a ruling, or (iiB) since the Issue Dateoriginal issuance of the Notes, there has been a change in the applicable federal U.S. Federal income tax law, and (iii) in either case to the effect that, and based on thereon such Opinion of Counsel in the ruling obtained under clause ‎(i) or the change in tax law referred United States of America shall confirm that, subject to under clause ‎(ii)customary assumptions and exclusions, the Holders and beneficial owners of the outstanding Outstanding Notes will shall not recognize income, gain or loss for federal U.S. Federal income tax purposes as a result of legal defeasance such Legal Defeasance and will shall be subject to federal U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if legal defeasance such Legal Defeasance had not occurred; (c3) in the case of covenant defeasance onlyCovenant Defeasance, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel in the United States of America reasonably acceptable to the Trustee confirming that that, subject to customary assumptions and exclusions, the Holders and beneficial owners of the outstanding Outstanding Notes will shall not recognize income, gain or loss for federal U.S. Federal income tax purposes as a result of covenant defeasance such Covenant Defeasance and will shall be subject to federal U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if covenant defeasance such Covenant Defeasance had not occurred; (d4) no Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Debt, and, in each case the granting of Liens in connection therewith) with respect to the Notes shall have occurred and be continuing on the date of such deposit; (e5) in the case of legal defeasance only, the legal defeasance such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, under any Credit Facility or any other material agreement or instrument (other than this Indenture) to which which, the Company or any of its Restricted Subsidiaries Subsidiary Guarantor is a party or by which the Company or any of its Restricted Subsidiaries Subsidiary Guarantor is bound; (f) in the case of legal defeasance only, the Company must deliver to the Trustee an Opinion of Counsel, subject to customary exceptions and assumptions, to the effect that on the 91st day following the deposit, the defeasance trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws generally affecting creditors’ rights; (g6) the Company must deliver shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the CompanyCompany or any Subsidiary Guarantor or others; and (h7) the Company must deliver shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, Counsel in the United States of America (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for in the Indenture relating to the legal defeasance Legal Defeasance or the covenant defeasance Covenant Defeasance, as the case may be, have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause ‎(b(2) above with respect to a legal defeasance Legal Defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (iA) have become due and payablepayable by reason of the making of a notice of redemption or otherwise, (iiB) shall will become due and payable on the Maturity Date within one year or (iiiC) as are to which a redemption notice has been given calling the Notes be called for redemption within one year, year 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 or Covenant Defeasance. In order The following shall be the conditions to exercise either legal defeasance the application of Section 13.2 or covenant defeasanceSection 13.3 to any Securities or any series of Securities, as the case may be: (a1) The Issuer or the Company must Guarantor shall irrevocably deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders, cash in U.S. Legal Tenderan amount of money, non-callable U.S. Government Securities Obligations or a combination thereof, in such amounts as will be sufficient (without reinvestment), in the opinion of cash and non-callable U.S. Government Securitiesa nationally recognized firm of independent public accountants, sufficient investments banks or financial advisors selected by the Issuer, to pay the principal, premium, if any, principal of and interest on the outstanding Notes Securities on the Maturity Date stated date for payment or on an available Redemption Date, as the case may be, and redemption date of the Company must specify whether the Notes are being defeased to the Maturity Date or to that Redemption Date;Securities. (b2) in In the case of legal defeasance onlyLegal Defeasance, the Company must deliver Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States confirming that, subject to customary assumptions and exclusions: (i) the Company Issuer has received from, or there has been published by, by the Internal Revenue Service Service, a ruling, or (ii) since the Issue Datedate of this Indenture, there has been a change in the applicable federal U.S. Federal income tax law, and (iii) in either case to the effect that, and based on the ruling obtained under clause ‎(i) or the change in tax law referred to under clause ‎(ii)thereon this Opinion of Counsel shall confirm that, the beneficial owners of the outstanding Notes Holders will not recognize income, gain or loss for federal U.S. Federal income tax purposes as a result of legal defeasance such Legal Defeasance and will be subject to federal U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if legal defeasance such Legal Defeasance had not occurred;. (c3) in In the case of covenant defeasance onlyCovenant Defeasance, the Company must deliver Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that that, subject to customary assumptions and exclusions, the beneficial owners of the outstanding Notes Holders will not recognize income, gain or loss for federal U.S. Federal income tax purposes as a result of covenant defeasance such Covenant Defeasance and will be subject to federal U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if covenant defeasance such Covenant Defeasance had not occurred;. (d4) no Event No Default shall have occurred and be continuing on the date of Default such deposit (other than that a Default resulting from the borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Debt, indebtedness and, in each case case, the granting of Liens liens on the deposited funds in connection therewith) with respect to the Notes shall have occurred and be continuing on the date of such deposit;). (e5) in the case of legal defeasance only, the legal defeasance 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 instrument (other than this Indenture) to which the Company Parent or any of its Restricted Subsidiaries is a party or by which the Company Parent or any of its Restricted Subsidiaries is bound;bound (other than any such Default or default relating to any indebtedness being defeased from any borrowing of funds to be applied to such deposit and any similar and simultaneous deposit relating to such indebtedness, and the granting of liens on the deposited funds in connection therewith). (f6) in the case of legal defeasance only, the Company must deliver to the Trustee an Opinion of Counsel, subject to customary exceptions and assumptions, to the effect that on the 91st day following the deposit, the defeasance trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws generally affecting creditors’ rights; (g) the Company must deliver The Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company them with the intent of preferring the Holders of Notes over any other creditors of the Company Issuer or with the intent of defeating, hindering, delaying or defrauding any other of their creditors of the Company; andor others. (h7) the Company must deliver The Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent relating with respect to the legal defeasance such Legal Defeasance or the covenant defeasance Covenant Defeasance have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause ‎(b) above with respect to a legal defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable, (ii) shall become due and payable on the Maturity Date within one year or (iii) as to which a redemption notice has been given calling the Notes for redemption within one year, 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 or Covenant Defeasance. In order The following shall be the conditions to exercise application of either legal defeasance Section 1202 or covenant defeasanceSection 1203 to the outstanding Notes: (ai) the Company must Issuers shall irrevocably deposit have deposited or caused to be deposited with the TrusteeTrustee (or another trustee satisfying the requirements of this Indenture who shall agree to comply with the provisions of this Article Twelve applicable to it), as trust funds in trust, money or U.S. Government Obligations, in trust (such amounts as will be sufficient, in the “defeasance trust”)opinion of a nationally recognized firm of independent public accountants selected by the Issuers, for the benefit of the Holders, cash in U.S. Legal Tender, non-callable U.S. Government Securities or a combination of cash and non-callable U.S. Government Securities, sufficient to pay the principalprincipal of, premium, if any, and Additional Interest, if any, and interest due on the outstanding Notes on the Stated Maturity Date or on an available the applicable Redemption Date, as the case may be, and the Company must specify whether the Notes are being defeased to the Maturity Date or to that Redemption Date; (bii) in the case of legal defeasance onlyLegal Defeasance, the Company must deliver Mediacom LLC shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee (which opinion may be subject to customary assumptions and exclusions) confirming that: that (iA) the Company has Issuers have received from, or there has been published by, the United States Internal Revenue Service a ruling, or ruling or (iiB) since the Issue Datedate of this Indenture, there has been a change in the applicable U.S. federal income tax law, and in either case to the effect that, and based thereon such Opinion of Counsel in the United States (iiiwhich opinion may be subject to customary assumptions and exclusions) based on the ruling obtained under clause ‎(i) or the change in tax law referred to under clause ‎(ii)shall confirm that, the beneficial owners Holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of legal defeasance 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 legal defeasance such Legal Defeasance had not occurred; (ciii) in the case of covenant defeasance onlyCovenant Defeasance, the Company must deliver Mediacom LLC shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee (which opinion may be subject to customary assumptions and exclusions) confirming that the beneficial owners Holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of covenant defeasance 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 covenant defeasance such Covenant Defeasance had not occurred; (div) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Debt, and, in each case the granting of Liens in connection therewith) with respect to the Notes shall have occurred and be continuing on the date of such deposit or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit; (ev) in the case of legal defeasance onlyLegal Defeasance, 91 days pass after such deposit is made and during such 91-day period no Event of Default specified in Section 501(vi) or (vii) with respect to the legal defeasance Issuers occurs which is continuing at the end of such 90-day period; (vi) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Restricted Subsidiaries Issuer is a party or by which the Company or any of its Restricted Subsidiaries Issuer is bound; (fvii) in the case of legal defeasance only, the Company must deliver Mediacom LLC shall have delivered to the Trustee an Opinion of Counsel, Counsel (which opinion may be subject to customary exceptions assumptions and assumptions, exclusions) to the effect that on such Legal Defeasance or Covenant Defeasance, as the 91st day following case may be, will not require registration of the depositIssuers, the defeasance Trustee or the trust funds will not be subject to fund under the effect Investment Company Act of any applicable bankruptcy1940, insolvencyas amended or the Investment Advisors Act of 1940, reorganization or similar laws generally affecting creditors’ rightsas amended; (gviii) the Company must deliver Issuers shall have delivered to the Trustee an Officer’s Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes over any other creditors of the Company or Issuers with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; andIssuers or others; (hix) the Company must deliver Issuers shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, Counsel in the United States (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the legal defeasance Legal Defeasance or the covenant defeasance Covenant Defeasance, as the case may be, have been complied with. Notwithstanding ; and (x) the foregoing, the Opinion of Counsel required by clause ‎(b) above with respect to a legal defeasance need not be delivered if all Notes not theretofore Issuers shall have delivered to the Trustee for cancellation the opinion of a nationally recognized firm of independent public accountants stating the matters set forth in paragraph (i) have become due and payable, (ii) shall become due and payable on the Maturity Date within one year or (iii) as to which a redemption notice has been given calling the Notes for redemption within one year, 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 Companyabove.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes and the Subsidiary Guarantees: In order to exercise either legal defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance, as applicable: (a) the Company must irrevocably deposit deposit, or cause to be deposited, with the Trustee, in trust (the “defeasance trust”), for the benefit of the HoldersHolders of Notes and without retaining any legal interest in the corpus of such trust, cash in U.S. Legal Tenderdollars, non-callable U.S. Government Securities Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of cash and non-callable U.S. Government Securitiesa nationally recognized firm of independent public accountants, sufficient to pay and discharge, and which shall be applied by the principalTrustee to pay and discharge, the principal of and premium, if any, interest and interest Liquidated Damages, if any, due on the outstanding Notes on the Stated Maturity Date thereof or on an available the applicable Redemption Date, as the case may be, and the Company must specify whether the Notes are being defeased to the Maturity Date maturity or to that a particular Redemption Date; (b) in the case of legal defeasance onlyLegal Defeasance, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: that (i1) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or ruling or (ii2) since the Issue Closing Date, there has been a change in the applicable U.S. federal income tax law, and (iii) in either case to the effect that, and based on the ruling obtained under clause ‎(i) or the change in tax law referred to under clause ‎(ii)thereon such Opinion of Counsel shall confirm that, the beneficial owners Holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes purposes, as a result of legal defeasance 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 legal defeasance such Legal Defeasance had not occurred; (c) in the case of covenant defeasance onlyCovenant Defeasance, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the beneficial owners Holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of covenant defeasance 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 covenant defeasance such Covenant Defeasance had not occurred; (d) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Debt, and, in each case the granting of Liens in connection therewith) with respect to the Notes 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); (e) in the case of legal defeasance only, the legal defeasance such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Restricted Subsidiaries is a party or by which the Company or any of its Restricted Subsidiaries is bound; (f) in the case of legal defeasance only, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel, subject to customary exceptions and assumptions, Counsel to the effect that on after the 91st day following the deposit, the defeasance trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws generally affecting creditors’ rights' rights generally; (g) the Company must deliver shall have delivered to the Trustee an Officer’s Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes over any the other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; andCompany or others; (h) the Company must deliver shall have delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the legal defeasance Legal Defeasance or the covenant defeasance Covenant Defeasance, as the case may be, have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause ‎(b) above with respect to a legal defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation ; and (i) have become due and payable, (ii) shall become due and payable on the Maturity Date within one year or (iii) as to which a redemption notice has been given calling the Notes for redemption within one year, under arrangements satisfactory to the Trustee for the giving of notice of redemption by shall have received such other documents and assurances as the Trustee in the name, and at the expense, of the Companyshall reasonably require.

Conditions to Legal Defeasance or Covenant Defeasance. In order The following shall be the conditions to exercise either legal defeasance the application of Section 13.02 or covenant defeasanceSection 13.03 to a series of Securities, as the case may be: (a1) the The Company must irrevocably deposit with the TrusteeTrustee (or other qualifying trustee), in trust (the “defeasance trust”), for the benefit of the HoldersHolders of the Securities of such series, cash in U.S. Legal Tender, non-callable or U.S. Government Securities Obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of cash and non-callable U.S. Government Securitiesa nationally recognized investment bank, sufficient appraisal firm or firm of independent public accountants selected by the Company, expressed in a written certification to the Trustee, to pay the principalprincipal of, premium, if any, and interest on the outstanding Notes Securities of such series on the Maturity Date scheduled due dates or on an available the applicable Redemption Date, if any, as the case may be, and provided that the Trustee shall have received an irrevocable written order from the Company must specify whether instructing the Notes are being defeased Trustee to apply such cash or the Maturity Date or proceeds of such U.S. Government Obligations to that Redemption Date;said payments with respect to such Securities. (b2) in In the case of legal defeasance onlyan election under Section 13.02 hereof, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: that (iA) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or ruling or (iiB) since the relevant Issue DateDate in respect of the Securities of such series, there has been a change in the applicable federal income tax law, and (iii) in either case to the effect that, and based on the ruling obtained under clause ‎(i) or the change in tax law referred to under clause ‎(ii)thereon such Opinion of Counsel shall confirm that, the beneficial owners Holders of the outstanding Notes Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of legal defeasance such deposit, Legal Defeasance and discharge 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 legal defeasance such Legal Defeasance had not occurred;. (c3) in In the case of covenant defeasance onlyan election under Section 13.03 hereof, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel confirming that the beneficial owners Holders of the outstanding Notes Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of covenant defeasance such deposit, Covenant Defeasance and discharge 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 covenant defeasance such Covenant Defeasance had not occurred;. (d4) no The Company shall have delivered to the Trustee an Officers’ Certificate to the effect that the Securities of such series, if then listed on any securities exchange, will not be delisted as a result of such deposit. (5) No Default in respect of the Securities of such series or Event of Default (other than that resulting from borrowing funds to be applied to make in respect of the Securities of such deposit and any similar and simultaneous deposit relating to other Debt, and, in each case the granting of Liens in connection therewith) with respect to the Notes series shall have occurred and be continuing on the date of such deposit;deposit or insofar as Sections 5.01(7) and 5.01(8) hereof are concerned, at any time in the period ending on the 91st day after the date of such deposit (other than a Default in respect of the Securities of such series or Event of Default in respect of the Securities of such series resulting from the incurrence of Indebtedness all or a portion of the proceeds of which will be used to defease the Securities of such series concurrently with such incurrence). (e6) Such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all Securities of such series are in default within the case meaning of legal defeasance only, the legal defeasance such Act). (7) Such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, of or constitute a default under, under this Indenture in respect of the Securities of such series or any other material agreement or instrument (other than this Indenture) to which the Company or any of its Restricted Subsidiaries is a party or by which the Company or any of its Restricted Subsidiaries is bound;. (f) in the case of legal defeasance only, the 8) The Company must deliver shall have delivered to the Trustee an Opinion of Counsel, subject to customary exceptions and assumptions, to the effect that on the 91st day following the deposit, the defeasance trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws generally affecting creditorsOfficers’ rights; (g) the Company must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes 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; andCompany or others. (h9) Such Legal Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company must deliver Act unless such trust shall be registered under such Act or exempt from registration thereunder. (10) The Company shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent (other than, in the case of such Opinion of Counsel, paragraph (6) above as to which such counsel need not express an opinion) provided for or relating to the legal defeasance such Legal Defeasance or the covenant defeasance such Covenant Defeasance have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause ‎(b. (11) above with respect to a legal defeasance need not be delivered if all Notes not theretofore The Company shall have delivered to the Trustee for cancellation (i) have become due and payable, (ii) shall become due and payable on the Maturity Date within one year or (iii) as to which a redemption notice has been given calling the Notes for redemption within one year, under arrangements satisfactory an Opinion of Counsel to the Trustee for effect that after the giving of notice of redemption by 91st day following the Trustee in the name, deposit and at the expense, assuming that no Holder of the Securities of such series is an “insider” with respect to the Company, as that term is defined in Xxxxxxx 000 xx xxxxx 00, Xxxxxx Xxxxxx Bankruptcy Code (the “Bankruptcy Code”), the cash or securities deposited in trust will not be subject to avoidance and repayment under Sections 547 and 550 of the Bankruptcy Code.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes: In order to exercise either legal defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance: (a) the Company Issuers must irrevocably deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders, cash in U.S. Legal TenderUnited States dollars, non-callable U.S. Government Securities Obligations, or a combination thereof, in such amounts as shall be sufficient, in the opinion of cash and non-callable U.S. Government Securitiesa nationally recognized firm of independent public accountants, sufficient to pay the principalprincipal of, premium, if any, and interest interest, (including Additional Interest, if any) on the outstanding Notes at the Stated Maturity thereof or on the Maturity Date or on an available Redemption Dateapplicable redemption date, as the case may be, and the Company Issuers must specify whether the Notes are being defeased to the Stated Maturity Date or to that Redemption Datea particular redemption date; (b) in the case of legal defeasance onlyan election under Section 8.02 hereof, the Company must deliver Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or ruling or (ii) since the Issue Date, there has been a change in the applicable federal income tax law, and (iii) in either case to the effect that, and based on the ruling obtained under clause ‎(i) or the change in tax law referred to under clause ‎(ii)thereon such Opinion of Counsel shall confirm that, the beneficial owners Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of legal defeasance such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if legal defeasance such Legal Defeasance had not occurred; (c) in the case of covenant defeasance onlyan election under Section 8.03 hereof, the Company must deliver Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the beneficial owners Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of covenant defeasance such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if covenant defeasance such Covenant Defeasance had not occurred; (d) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Debt, and, in each case the granting of Liens in connection therewith) with respect to the Notes shall have occurred and be continuing either (i) on the date of such deposit (other than a Default or Event of Default resulting from the incurrence of Indebtedness all or a portion of the proceeds of which shall be applied to such deposit;) or (ii) insofar as Sections 6.01(h) and 6.01(i) hereof are concerned, at any time in the period ending on the 91st day after the date of deposit; Back to Contents (e) in the case of legal defeasance only, the legal defeasance such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Restricted Subsidiaries is a party or by which the Company or any of its Restricted Subsidiaries is bound; (f) in the case of legal defeasance only, the Company must deliver Issuers shall have delivered to the Trustee an Opinion of Counsel, subject to customary exceptions and assumptions, Counsel to the effect that on after the 91st day following the deposit, the defeasance trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws generally affecting creditors’ rightsrights generally; (g) the Company must deliver Issuers shall have delivered to the Trustee an Officer’s Officers’ Certificate stating that the deposit was not made by the Company Issuers with the intent of preferring the Holders of Notes over any other creditors of the Company Issuers or the Subsidiary Guarantors or with the intent of defeating, hindering, delaying or defrauding any other creditors of the CompanyIssuers; and (h) the Company must deliver Issuers shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the legal defeasance Legal Defeasance or the covenant defeasance Covenant Defeasance have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause ‎(b) above with respect to a legal defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable, (ii) shall become due and payable on the Maturity Date within one year or (iii) as to which a redemption notice has been given calling the Notes for redemption within one year, 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 or Covenant Defeasance. In order The following shall be the conditions to exercise the application of either legal defeasance Section 8.02 or covenant defeasance8.03 hereof to the outstanding Notes: (a) the Company Issuers must irrevocably deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders, cash in U.S. Legal TenderUnited States dollars, non-callable U.S. Government Securities Obligations, or a combination thereof, in such amounts as shall be sufficient, in the opinion of cash and non-callable U.S. Government Securitiesa nationally recognized firm of independent public accountants, sufficient to pay the principalprincipal of, premium, if any, and interest (including Additional Interest, if any) on the outstanding Notes at the Stated Maturity thereof or on the Maturity Date or on an available Redemption Dateapplicable redemption date, as the case may be, and the Company Issuers must specify whether the Notes are being defeased to the Stated Maturity Date or to that Redemption Datea particular redemption date; (b) in the case of legal defeasance onlyan election under Section 8.02 hereof, the Company must deliver Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or ruling or (ii) since the Issue Date, there has been a change in the applicable federal income tax law, and (iii) in either case to the effect that, and based on the ruling obtained under clause ‎(i) or the change in tax law referred to under clause ‎(ii)thereon such Opinion of Counsel shall confirm that, the beneficial owners Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of legal defeasance such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if legal defeasance such Legal Defeasance had not occurred; (c) in the case of covenant defeasance onlyan election under Section 8.03 hereof, the Company must deliver Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the beneficial owners Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of covenant defeasance such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if covenant defeasance such Covenant Defeasance had not occurred; (d) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Debt, and, in each case the granting of Liens in connection therewith) with respect to the Notes shall have occurred and be continuing either (i) on the date of such deposit (other than a Default or Event of Default resulting from the incurrence of Indebtedness all or a portion of the proceeds of which shall be applied to such deposit) or (ii) insofar as Sections 6.01(vii) and 6.01(viii) hereof are concerned, at any time in the period ending on the 91st day after the date of deposit; (e) in the case of legal defeasance only, the legal defeasance such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Restricted Subsidiaries is a party or by which the Company or any of its Restricted Subsidiaries is bound; (f) in the case of legal defeasance only, the Company must deliver Issuers shall have delivered to the Trustee an Opinion of Counsel, subject to customary exceptions and assumptions, Counsel to the effect that on after the 91st day following the deposit, the defeasance trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws generally affecting creditors’ rightsrights generally; (g) the Company must deliver Issuers shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company Issuers with the intent of preferring the Holders of Notes over any other creditors of the Company Issuers or the Guarantors or with the intent of defeating, hindering, delaying or defrauding any other creditors of the CompanyIssuers; and (h) the Company must deliver Issuers shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the legal defeasance Legal Defeasance or the covenant defeasance Covenant Defeasance have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause ‎(b) above with respect to a legal defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable, (ii) shall become due and payable on the Maturity Date within one year or (iii) as to which a redemption notice has been given calling the Notes for redemption within one year, 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 or Covenant Defeasance. In order to exercise either legal defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance: (a1) the Company must irrevocably deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders, Holders cash in U.S. Legal TenderUnited States dollars, non-callable U.S. Government Securities United States government obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of cash and non-callable U.S. Government Securitiesa nationally recognized investment bank, sufficient appraisal firm or firm of independent public accountants, to pay the principalprincipal of, premium, if any, and interest on the outstanding Notes on the Maturity Date stated date for payment thereof or on an available Redemption Datethe applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to the Maturity Date or to that Redemption Date; (b2) in the case of legal defeasance onlyLegal Defeasance, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: (ia) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, ; or (iib) since the Issue Datedate of this Supplemental Indenture, there has been a change in the applicable federal income tax law, and (iii) in either case to the effect that, and based on the ruling obtained under clause ‎(i) or the change in tax law referred to under clause ‎(ii)thereon such opinion of counsel shall confirm that, the beneficial owners of the outstanding Notes Holders will not recognize income, gain or loss for federal income tax purposes as a result of legal defeasance such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if legal defeasance such Legal Defeasance had not occurred; (c3) in the case of covenant defeasance onlyCovenant Defeasance, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the beneficial owners of the outstanding Notes Holders will not recognize income, gain or loss for federal income tax purposes as a result of covenant defeasance such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if covenant defeasance such Covenant Defeasance had not occurred; (d4) no Default or Event of Default (other than that resulting from borrowing funds Default, of which the Trustee is deemed to be applied to make such deposit and any similar and simultaneous deposit relating to other Debthave notice, and, in each case the granting of Liens in connection therewith) with respect to the Notes shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the incurrence of Indebtedness or other borrowing of funds, or the grant of Liens securing such Indebtedness or other borrowing, all or a portion of which are to be applied to such deposit); (e5) in the case of legal defeasance only, the legal defeasance such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument under the Indenture (other than this Indenturea Default or Event of Default resulting from the incurrence of Indebtedness or other borrowing of funds, or the grant of Liens securing such Indebtedness or other borrowing, all or a portion of which are to be applied to such deposit) to which the Company or any other Indebtedness incurred under clause (1) of its Restricted Subsidiaries is a party or by which the Company or any definition of its Restricted Subsidiaries is bound“Permitted Indebtedness”; (f6) in the case of legal defeasance only, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel, subject to customary exceptions and assumptions, to the effect that on the 91st day following the deposit, the defeasance trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws generally affecting creditorsOfficers’ rights; (g) the Company must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders 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; andCompany or others; (h7) the Company must deliver shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the legal defeasance such Legal Defeasance or the covenant defeasance Covenant Defeasance, as applicable, have been complied with. Notwithstanding ; and (8) the foregoing, the Opinion of Counsel required by clause ‎(b) above with respect to a legal defeasance need not be delivered if all Notes not theretofore Company shall have delivered to the Trustee for cancellation an Opinion of Counsel (i) which opinion of counsel may be subject to customary assumptions, qualifications and exclusions), stating that all conditions precedent relating to such Legal Defeasance or Covenant Defeasance, as applicable, have become due and payablebeen complied with; provided, (ii) shall become due and payable on the Maturity Date within one year or (iii) however, that such counsel may rely, as to which matters of fact, on a redemption notice has been given calling the Notes for redemption within one year, under arrangements satisfactory to the Trustee for the giving certificate or certificates of notice of redemption by the Trustee in the name, and at the expense, officers of the Company.

Conditions to Legal Defeasance or Covenant Defeasance. In order The following shall be the conditions to exercise application of either legal defeasance Section 1202 or covenant defeasanceSection 1203 to the Outstanding Notes: (ai) the The Company must irrevocably deposit with the Trustee, Trustee (or another trustee satisfying the requirements of this Indenture who shall agree to comply with the provisions of this Article Twelve applicable to it) as trust funds in trust (for the “defeasance trust”)purpose of making the following payments, for specifically pledged as security for, and dedicated solely to, the benefit of the HoldersHolders of such Notes, cash in U.S. Legal Tenderdollars, non-callable U.S. Government Securities Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of cash and non-callable U.S. Government Securitiesa nationally recognized firm of independent public accountants selected by the Company, sufficient to pay the principalprincipal of, premium, if any, and interest due on the outstanding Outstanding Notes on the Stated Maturity Date or on an available the applicable Redemption Date, Date as the case may be, and of such principal, premium, if any, or interest on the Company must specify whether the Notes are being defeased to the Maturity Date or to that Redemption DateOutstanding Notes; (bii) in the case of legal defeasance onlyLegal Defeasance, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: , subject to customary assumptions and exclusions, (iA) the Company has received from, or there has been published by, the United States Internal Revenue Service a ruling, or ruling or (iiB) since the Issue Issuance Date, there has been a change in the applicable U.S. federal income tax law, and (iii) in either case to the effect that, and based on thereon such Opinion of Counsel in the ruling obtained under clause ‎(i) or the change in tax law referred United States shall confirm that, subject to under clause ‎(ii)customary assumptions and exclusions, the beneficial owners Holders of the outstanding Outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of legal defeasance 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 legal defeasance such Legal Defeasance had not occurred; (ciii) in the case of covenant defeasance onlyCovenant Defeasance, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that that, subject to customary assumptions and exclusions, the beneficial owners Holders of the outstanding Outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of covenant defeasance such Covenant Defeasance and will be subject to federal income such tax on the same amounts, in the same manner and at the same times as would have been the case if covenant defeasance such Covenant Defeasance had not occurred; (div) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Debt, and, in each case the granting of Liens in connection therewith) with respect to the Notes shall have occurred and be continuing on the date of such deposit or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit; (ev) in the case of legal defeasance only, the legal defeasance such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Restricted Subsidiaries Guarantor is a party or by which the Company or any of its Restricted Subsidiaries Guarantor is bound; (fvi) in the case of legal defeasance only, the Company must deliver shall have delivered to the Trustee an Opinion of CounselCounsel to the effect that, as of the date of such opinion and subject to customary exceptions assumptions and assumptions, to the effect that on the 91st day exclusions following the deposit, the defeasance trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws generally affecting creditors’ rights' rights generally under any applicable U.S. federal or state law, and that the Trustee has a perfected security interest in such trust funds for the ratable benefit of the Holders; (gvii) the Company must deliver shall have delivered to the Trustee an Officer’s Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the CompanyCompany or any Guarantor or others; and (hviii) the Company must deliver shall have delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, Counsel in the United States (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the legal defeasance Legal Defeasance or the covenant defeasance Covenant Defeasance, as the case may be, have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause ‎(b) above with respect to a legal defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable, (ii) shall become due and payable on the Maturity Date within one year or (iii) as to which a redemption notice has been given calling the Notes for redemption within one year, 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 or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes: In order to exercise either legal defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance: (a) the Company must shall irrevocably deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the HoldersHolders of the Notes, cash in U.S. Legal Tenderdollars, non-callable U.S. Government Securities Securities, or a combination thereof, in such amounts as shall be sufficient, in the opinion of cash and non-callable U.S. Government Securitiesa nationally recognized firm of independent public accountants (or, sufficient if two or more nationally recognized firms of independent public accountants decline to issue such opinion as a matter of policy, in the opinion of the Company’s chief financial officer), to pay the principalprincipal of, premium, if any, and interest on the outstanding Notes on the Stated Maturity Date or on an available Redemption Datethe applicable redemption date, as the case may be, and the Company must shall specify whether the Notes are being defeased to the Maturity Date maturity or to that Redemption Datea particular redemption date; (b) in the case of legal defeasance onlyan election under Section 8.02, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or ruling or (ii) since the Issue Date, there has been a change in the applicable U.S. federal income tax law, and (iii) in either case to the effect that, and based on the ruling obtained under clause ‎(i) or the change in tax law referred to under clause ‎(ii)thereon such Opinion of Counsel shall confirm that, the beneficial owners Holders of the outstanding Notes will shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of legal defeasance such Legal Defeasance and will shall 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 legal defeasance such Legal Defeasance had not occurred; (c) in the case of covenant defeasance onlyan election under Section 8.03, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the beneficial owners Holders of the outstanding Notes will shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of covenant defeasance such Covenant Defeasance and will shall 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 covenant defeasance such Covenant Defeasance had not occurred; (d) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Debt, and, in each case the granting of Liens in connection therewith) with respect to the Notes shall have occurred and be continuing on the date of such deposit other than a Default resulting from the borrowing of funds to be applied to such deposit; (e) in the case of legal defeasance only, the legal defeasance such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, under any material agreement or instrument (other than this the Indenture) to which the Company or any of its Restricted Subsidiaries is a party or by which the Company or any of its Restricted Subsidiaries is bound; (f) in the case of legal defeasance only, the Company must deliver to the Trustee an Opinion of Counsel, subject to customary exceptions and assumptions, to the effect that on the 91st day following the deposit, the defeasance trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws generally affecting creditors’ rights; (g) the Company must deliver shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the CompanyCompany or others; (g) if the Notes are to be redeemed prior to their Stated Maturity, the Company shall have delivered to the Trustee irrevocable instructions to redeem all of the Notes on the specified redemption date; and (h) the Company must deliver shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent precedent, including, without limitation, the conditions set forth in this Section 8.04, provided for or relating to the legal defeasance Legal Defeasance or the covenant defeasance Covenant Defeasance have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause ‎(b) above with respect to a legal defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable, (ii) shall become due and payable on the Maturity Date within one year or (iii) as to which a redemption notice has been given calling the Notes for redemption within one year, 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 or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02(b) or 8.02(c) hereof to the outstanding Notes: In order to exercise either legal defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance: (a1) the Company Issuer must irrevocably deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the HoldersHolders of the Notes, cash in U.S. Legal Tender, non-callable U.S. Government Securities Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of cash and non-callable U.S. Government Securitiesa nationally recognized firm of independent public accountants, sufficient to pay the principalprincipal of, or interest and premium, if any, and interest on the outstanding Notes on the Stated Maturity Date or on an available the applicable Redemption Date, as the case may be, and the Company Issuer must specify whether the Notes are being defeased to the Maturity Date maturity or to that a particular Redemption Date; (b2) in the case of legal defeasance onlyLegal Defeasance, the Company must deliver Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: that (ia) the Company Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or ruling or (iib) since the Issue Datedate of this Indenture, there has been a change in the applicable federal income tax law, and (iii) in either case, to the effect that, and based on the ruling obtained under clause ‎(i) or the change in tax law referred to under clause ‎(ii)thereon such Opinion of Counsel shall confirm that, the beneficial owners Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of legal defeasance such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if legal defeasance such Legal Defeasance had not occurred; (c3) in the case of covenant defeasance onlyCovenant Defeasance, the Company must deliver Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the beneficial owners Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of covenant defeasance such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if covenant defeasance such Covenant Defeasance had not occurred; (d4) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Debt, and, in each case the granting of Liens in connection therewith) with respect to the Notes shall have occurred and be continuing on the date of such depositdeposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing); (e5) in the case of legal defeasance only, the legal defeasance shall such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, under any material agreement or instrument (other than this Indenture) to which the Company Issuer or any of its Restricted Subsidiaries is a party or by which the Company Issuer or any of its Restricted Subsidiaries is bound; (f6) in the case of legal defeasance only, the Company Issuer must deliver to the Trustee an Opinion of Counsel, subject to customary exceptions and assumptions, to the effect that on the 91st day following the deposit, the defeasance trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws generally affecting creditorsOfficers’ rights; (g) the Company must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company Issuer with the intent of preferring the Holders of Notes over any the other creditors of the Company or Issuer with the intent of defeating, hindering, delaying or defrauding any other creditors of the CompanyIssuer or others; and (h7) the Company Issuer must deliver to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the legal defeasance Legal Defeasance or the covenant defeasance Covenant Defeasance have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause ‎(b) above with respect to a legal defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable, (ii) shall become due and payable on the Maturity Date within one year or (iii) as to which a redemption notice has been given calling the Notes for redemption within one year, 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.