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

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 to the outstanding Notes: (a) the Company shall have irrevocably deposited or caused to be deposited with the Trustee, in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders (x) cash in United States dollars or (y) cash in United States dollars, U.S. Government 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 clause (y), in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm), to pay and discharge the principal of, premium, if any, and interest on the outstanding Notes on the Stated Maturity (or the applicable redemption date (such date being referred to as the “Defeasance Redemption 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 the Defeasance Redemption Date); (b) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an opinion of independent counsel in the United States stating 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, in either case to the effect that, and based thereon such opinion of independent counsel in the 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 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 such Legal Defeasance had not occurred; (c) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an opinion of 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 such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default 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) 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 to which the Company, any Guarantor or any Restricted Subsidiary is a party or by which the Company, any Guarantor or any Restricted Subsidiary is bound (other than this Indenture); (f) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders or any Guarantee over the other creditors of the Company or any Guarantor with the intent of defeating, hindering, delaying or defrauding creditors of the Company or any Guarantor; and (g) the Company will have delivered to the Trustee an Officers’ Certificate and an opinion of independent counsel, each stating that all conditions precedent relating to either the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 10.4 or 8.03 Section 10.5 to the outstanding Notesany Securities of or within a series and any Coupons appertaining thereto: (a) the Company The Issuer shall have irrevocably deposited or caused to be deposited irrevocably with the Trustee (or another Trustee satisfying the requirements of Section 6.9 who shall agree to comply with, and shall be entitled to the benefits of, the provisions of Sections 10.3 through 10.9 inclusive and the last paragraph of Section 3.3 applicable to the Trustee, for purposes of such Sections also a “Trustee”) as trust funds in trusttrust for the purpose of making the payments referred to in clauses (X) and (Y) of this Section 10.6(a), specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any Coupons appertaining thereto, with instructions to the Trustee as to the application thereof, (xi) cash money in United States dollars an amount (in such currency, currencies or currency unit or units in which such Securities and any Coupons appertaining thereto are then specified as payable at maturity), (yii) cash in United States dollars, U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment referred to in clause (X) or (Y) of this Section 10.6(a), money in an amount or (iii) a combination thereof (in each case, “Funds in Trust”), in such amounts as, in the aggregate, will be sufficient (in the case of clause (y)an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants (or if such firms no longer routinely deliver such opinions, the chief financial officer of the Issuer) expressed in a nationally recognized investment banking firm)written certification thereof delivered to the Trustee, to pay and discharge discharge, and which shall be applied by the Trustee to pay and discharge, (X) the principal of, premium, if any, and interest interest, if any, on Securities and any Coupons appertaining thereto on the outstanding Notes maturity of such principal or installment of principal or interest and (Y) any mandatory sinking fund payments applicable to such Securities on the Stated Maturity (or day on which such payments are due and payable in accordance with the applicable redemption date (terms of this Indenture and such date being referred to as Securities and any Coupons appertaining thereto. Before such a deposit the “Defeasance Redemption Date”), if at or prior to electing either Legal Defeasance or Covenant Defeasance, the Company has delivered Issuer may make arrangements satisfactory to the Trustee an irrevocable notice to redeem all for the redemption of Securities at a future date or dates in accordance with Article 12 which shall be given effect in applying the outstanding Notes on the Defeasance Redemption Date);foregoing. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default or Event of Default under, this Indenture or result in a breach or violation of, or constitute a default under, any other material agreement or instrument to which the Issuer is a party or by which it is bound. (c) In the case of Legal Defeasancean election under Section 10.4, the Company Issuer shall have delivered to the Trustee an opinion Officer’s Certificate and an Opinion of independent counsel in Counsel to the United States stating effect that (i) the Company Issuer has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (ii) since the Issue Datedate of execution of this Indenture, there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such opinion of independent counsel in the United States shall confirm that, the Holders of such Securities and beneficial owners of the outstanding Notes any Coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such Legal Defeasance legal defeasance and will be subject to federal Federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit and legal defeasance had not occurred. (d) In the case of an election under Section 10.5, the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Securities and any Coupons appertaining thereto will not recognize income, gain or loss for Federal income tax purposes as a result of such covenant defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance covenant defeasance had not occurred;. (ce) in the case of Covenant Defeasance, the Company The Issuer shall have delivered to the Trustee an opinion Officer’s Certificate and an Opinion of independent counsel in the United States Counsel, each stating that all conditions precedent to the effect that legal defeasance under Section 10.4 or the Holders and beneficial owners of covenant defeasance under Section 10.5 (as the outstanding Notes will not recognize incomecase may be), gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amountsincluding those contained in this Section 10.6, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default 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) 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 to which the Company, any Guarantor or any Restricted Subsidiary is a party or by which the Company, any Guarantor or any Restricted Subsidiary is bound (other than this Indenture);complied with. (f) the Company This Issuer shall have delivered to the Trustee an Officers’ Officer’s Certificate stating to the effect that the deposit was not made by the Company with the intent of preferring the Holders or neither such Securities nor any Guarantee over the other creditors Securities of the Company or same series, if then listed on any Guarantor with the intent securities exchange, will be delisted as a result of defeating, hindering, delaying or defrauding creditors of the Company or any Guarantor; andsuch deposit. (g) No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at the time of such deposit. (h) Such 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 will have delivered to Act of 1940 unless such trust shall be registered under such Act or exempt from registration thereunder. (i) Such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Trustee an Officers’ Certificate and an opinion of independent counsel, each stating that all conditions precedent relating to either the Legal Defeasance or the Covenant Defeasance, Issuer in connection therewith as the case may be, have been complied withcontemplated by Section 2.3.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 10.4 or 8.03 Section 10.5 to any Securities or any series of Securities, as the outstanding Notescase may be, and any Coupons appertaining thereto: (a) the Company The Issuer shall irrevocably have irrevocably deposited or caused to be deposited with the Trustee, Trustee (or another trustee which satisfies the requirements contemplated by Section 6.9 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trusttrust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit benefits of the Holders holders of such Securities, (xA) cash money in United States dollars an amount, or (yB) cash in United States dollars, U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof (thereof, in each case, “Funds in Trust”), in such amounts as, in the aggregate, will be sufficient (in the case of clause (y)sufficient, in the opinion of a nationally recognized firm of independent public accountants or expressed in a nationally recognized investment banking firm)written certification thereof delivered to the Trustee, to pay and discharge discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, (X) the principal of, premium, if any, of and any premium and interest and (Y) any mandatory sinking fund payments applicable to such Securities on the outstanding Notes day on which such payments are due and payable in accordance with the Stated Maturity (or terms of this Indenture and such Securities and any Coupons appertaining thereto. Before such a deposit the applicable redemption date (such date being referred to as the “Defeasance Redemption Date”), if at or prior to electing either Legal Defeasance or Covenant Defeasance, the Company has delivered Issuer may make arrangements satisfactory to the Trustee an irrevocable notice to redeem all for the redemption of Securities at a future date or dates in accordance with Article XII which shall be given effect in applying the outstanding Notes on the Defeasance Redemption Date);foregoing. (b) in In the event of an election to have Section 10.4 apply to any Securities or any series of Securities, as the case of Legal Defeasancemay be, the Company Issuer shall have delivered to the Trustee an opinion Opinion of independent counsel in the United States Counsel stating that (iA) the Company Issuer 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, in either case (A) or (B) to the effect that, and based thereon such opinion of independent counsel in the United States shall confirm that, the Holders holders of such Securities, and beneficial owners of the outstanding Notes any Coupons appertaining thereto, will not recognize income, gain or loss for federal income tax purposes as a result of such the deposit, Legal Defeasance and discharge to be effected with respect to such Securities 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 such deposit, Legal Defeasance had and discharge were not occurred;to occur. (c) in In the event of an election to have Section 10.5 apply to any Securities or any series of Securities, as the case of Covenant Defeasancemay be, the Company Issuer shall have delivered to the Trustee an opinion Opinion of independent counsel in the United States Counsel to the effect that the Holders and beneficial owners holders of the outstanding Notes such Securities will not recognize income, gain or loss for federal income tax purposes as a result of such the deposit and Covenant Defeasance to be effected with respect to such Securities 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 such deposit and Covenant Defeasance had were not occurred;to occur. (d) no Default The Issuer shall have delivered to the Trustee an Officers’ Certificate to the effect that it has been informed by the relevant securities exchange(s) that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit. (e) No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 5.1(5) and 5.1(6), at any time on or prior to the 90th day after 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 it being understood that this condition shall not be deemed satisfied until after such Indebtedness or other borrowing, all or a portion of which are to be applied to such deposit90th day);. (ef) such 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 agreement, to which the Company, any Guarantor or any Restricted Subsidiary Issuer is a party or by which the Company, any Guarantor or any Restricted Subsidiary it is bound (other than this Indenture); (f) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders or any Guarantee over the other creditors of the Company or any Guarantor with the intent of defeating, hindering, delaying or defrauding creditors of the Company or any Guarantor; andbound. (g) the Company will The Issuer shall have delivered to the Trustee an Officers’ Certificate and an opinion Opinion of independent counselCounsel, each stating that all conditions precedent relating with respect to either the such Legal Defeasance or the Covenant Defeasance, as the case may be, Defeasance have been complied with. Such Legal Defeasance or Covenant Defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer in connection therewith as contemplated by Section 2.3.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to the application exercise of either Section 8.02 legal defeasance or 8.03 covenant defeasance with respect to the outstanding Notes: (a1) the Company shall have irrevocably deposited or caused to be deposited in trust (the “defeasance trust”) with the Trustee, in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders (x) cash in United States dollars Trustee money or (y) cash in United States dollars, U.S. Government Obligations or a combination thereof (in each case, “Funds in Trust”), in such amounts as, in for the aggregate, will be sufficient (in the case payment of clause (y), in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm), to pay and discharge the principal ofprincipal, premium, if any, and interest on the outstanding Notes on the Stated Maturity (to redemption or the applicable redemption date (such date being referred to maturity, as the “Defeasance Redemption Date”), if at or prior to electing either Legal Defeasance or Covenant Defeasance, case may be; (2) the Company has shall have delivered to the Trustee an irrevocable notice to redeem all a certificate from a nationally recognized firm of independent accountants expressing their opinion (or if nationally recognized independent accounting firms no longer routinely express such opinions, a certificate from the chief financial officer of the outstanding Notes Company expressing his or her opinion) that the payments of principal and interest when due and without reinvestment on the Defeasance Redemption Datedeposited U.S. Government Obligations plus any deposited money without investment shall provide cash at such times and in such amounts as shall be sufficient to pay principal, premium, if any, and interest when due on all the Notes to maturity or redemption, as the case may be; (3) no Event of Default shall have occurred and be continuing on the date of such deposit (other than Events of Default arising out of the incurrence of Liens on Funded Debt all or a portion of the proceeds of which are to be used to fund such deposit); (b4) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, the Indenture (insofar as it relates to any Series of Securities other than the Notes) or any other material agreement or instrument to which the Company is a party or by which the Company is bound (other than the Indenture); (5) in the case of Legal Defeasancelegal defeasance, the Company shall have delivered to the Trustee an opinion Opinion of independent counsel Counsel (subject to customary assumptions and exclusions) in the United States stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (ii) since the Issue Date, date of the Indenture there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such opinion Opinion of independent counsel in the United States Counsel shall confirm that, the Holders and beneficial owners of the outstanding Notes will shall not recognize income, gain or loss for federal Federal income tax purposes as a result of such Legal Defeasance defeasance and will shall be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance legal defeasance had not occurred; (c6) in the case of Covenant Defeasancecovenant defeasance, the Company shall have delivered to the Trustee an opinion Opinion of independent counsel Counsel (subject to customary assumptions and exclusions) in the United States to the effect that the Holders and beneficial owners of the outstanding Notes will shall not recognize income, gain or loss for federal Federal income tax purposes as a result of such Covenant Defeasance deposit and will covenant defeasance and shall be subject to federal Federal income tax on the same amountsamount, in the same manner and at the same times as would have been the case if such Covenant Defeasance deposit and covenant defeasance had not occurred;; and (d) no Default or Event of Default 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) 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 to which the Company, any Guarantor or any Restricted Subsidiary is a party or by which the Company, any Guarantor or any Restricted Subsidiary is bound (other than this Indenture); (f7) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders or any Guarantee over the other creditors of the Company or any Guarantor with the intent of defeating, hindering, delaying or defrauding creditors of the Company or any Guarantor; and (g) the Company will have delivered to the Trustee an Officers’ Certificate and an opinion Opinion of independent counselCounsel, each together stating that all conditions precedent relating to either the Legal Defeasance covenant defeasance or legal defeasance with respect to the Covenant Defeasance, Notes as the case may be, set forth in this Section 7.4 have been complied with. Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. Notwithstanding the provisions of Sections 7.2, 7.3 and 7.4 of this Supplemental Indenture, the Company’s obligations in Sections 305, 601, 603, 607, 610, 1002 and 1003 of the Base Indenture and Sections 7.5 and 7.6 of this Supplemental Indenture shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Section 607 of the Base Indenture and Sections 7.5 and 7.6 of this Supplemental Indenture shall survive.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 10.4 or 8.03 Section 10.5 to the outstanding Notesany Securities of or within a series and any Coupons appertaining thereto: (a) the Company The Issuer shall have irrevocably deposited or caused to be deposited irrevocably with the Trustee (or another Trustee satisfying the requirements of Section 6.9 who shall agree to comply with, and shall be entitled to the benefits of, the provisions of Sections 10.3 through 10.9 inclusive and the last paragraph of Section 3.3 applicable to the Trustee, for purposes of such Sections also a “Trustee”) as trust funds in trusttrust for the purpose of making the payments referred to in clauses (X) and (Y) of this Section 10.6(a), specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any Coupons appertaining thereto, with instructions to the Trustee as to the application thereof, (xi) cash money in United States dollars an amount (in such currency, currencies or currency unit or units in which such Securities and any Coupons appertaining thereto are then specified as payable at maturity), (yii) cash in United States dollars, U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide, without reinvestment, not later than one day before the due date of any payment referred to in clause (X) or (Y) of this Section 10.6(a), money in an amount or (iii) a combination thereof (in each case, “Funds in Trust”), in such amounts as, in the aggregate, will be sufficient (in the case of clause (y)an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants (or if such firms no longer routinely deliver such opinions, the chief financial officer of the Issuer) expressed in a nationally recognized investment banking firm)written certification thereof delivered to the Trustee, to pay and discharge discharge, and which shall be applied by the Trustee to pay and discharge, (X) the principal of, premium, if any, and interest interest, if any, on Securities and any Coupons appertaining thereto on the outstanding Notes maturity of such principal or installment of principal or interest and (Y) any mandatory sinking fund payments applicable to such Securities on the Stated Maturity (or day on which such payments are due and payable in accordance with the applicable redemption date (terms of this Indenture and such date being referred to as Securities and any Coupons appertaining thereto. Before such a deposit the “Defeasance Redemption Date”), if at or prior to electing either Legal Defeasance or Covenant Defeasance, the Company has delivered Issuer may make arrangements satisfactory to the Trustee an irrevocable notice to redeem all for the redemption of Securities at a future date or dates in accordance with Article 12 which shall be given effect in applying the outstanding Notes on the Defeasance Redemption Date);foregoing. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default or Event of Default under, this Indenture or result in a breach or violation of, or constitute a default under, any other material agreement or instrument to which the Issuer is a party or by which it is bound. (c) In the case of Legal Defeasancean election under Section 10.4, the Company Issuer shall have delivered to the Trustee an opinion Officer’s Certificate and an Opinion of independent counsel in Counsel to the United States stating effect that (i) the Company Issuer has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (ii) since the Issue Datedate of execution of this Indenture, there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such opinion of independent counsel in the United States shall confirm that, the Holders of such Securities and beneficial owners of the outstanding Notes any Coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such Legal Defeasance legal defeasance and will be subject to federal Federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit and legal defeasance had not occurred. (d) In the case of an election under Section 10.5, the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Securities and any Coupons appertaining thereto will not recognize income, gain or loss for Federal income tax purposes as a result of such covenant defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance covenant defeasance had not occurred;. (ce) in the case of Covenant Defeasance, the Company The Issuer shall have delivered to the Trustee an opinion Officer’s Certificate and an Opinion of independent counsel in the United States Counsel, each stating that all conditions precedent to the effect that legal defeasance under Section 10.4 or the Holders and beneficial owners of covenant defeasance under Section 10.5 (as the outstanding Notes will not recognize incomecase may be), gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amountsincluding those contained in this Section 10.6, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default 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) 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 to which the Company, any Guarantor or any Restricted Subsidiary is a party or by which the Company, any Guarantor or any Restricted Subsidiary is bound (other than this Indenture);complied with. (f) the Company This Issuer shall have delivered to the Trustee an Officers’ Officer’s Certificate stating to the effect that the deposit was not made by the Company with the intent of preferring the Holders or neither such Securities nor any Guarantee over the other creditors Securities of the Company or same series, if then listed on any Guarantor with the intent securities exchange, will be delisted as a result of defeating, hindering, delaying or defrauding creditors of the Company or any Guarantor; andsuch deposit. (g) No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at the time of such deposit. (h) Such 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 will have delivered to Act of 1940 unless such trust shall be registered under such Act or exempt from registration thereunder. (i) Such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Trustee an Officers’ Certificate and an opinion of independent counsel, each stating that all conditions precedent relating to either the Legal Defeasance or the Covenant Defeasance, Issuer in connection therewith as the case may be, have been complied withcontemplated by Section 2.3.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 1302 or 8.03 Section 1303 to the outstanding Outstanding Notes: (a1) the Company shall irrevocably have irrevocably deposited or caused to be 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, specifically pledged as security for, and dedicated solely to, trust for the benefit of the Holders of such Notes; (xA) cash in United States dollars U.S. dollars, or (yB) cash in United States dollarsnon-callable Government Securities, U.S. Government Obligations or (C) a combination thereof (in each case, “Funds in Trust”)thereof, in such amounts as, in the aggregate, will as shall be sufficient (in the case of clause (y)sufficient, in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm)accountants, to pay pay, and discharge which shall be applied by the Trustee (or other qualifying trustee) to pay, the principal of, premium, if any, and interest due on the outstanding Outstanding Notes on the Stated Maturity (or Redemption Date, as the case may be; provided that the Trustee shall have been irrevocably instructed to apply such cash or the applicable redemption date (proceeds of such date being referred Government Securities to as said payments with respect to the “Defeasance Redemption Date”), if at or prior to electing either Legal Defeasance or Covenant DefeasanceNotes; before such a deposit, the Company has delivered may give to the Trustee an irrevocable Trustee, in accordance with Section 1104 hereof, a notice of its election to redeem all of the outstanding Outstanding Notes on 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 Defeasance Redemption Date)foregoing; (b2) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an opinion Opinion of independent counsel Counsel in the United States stating that 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 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, in either case to the effect that, and based thereon such opinion Opinion of independent counsel Counsel in the United States of America shall confirm 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 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 such Legal Defeasance had not occurred; (c3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an opinion Opinion of independent counsel Counsel in the United States of America reasonably acceptable to the effect that Trustee confirming 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 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 such Covenant Defeasance had not occurred; (d4) no Default or Event (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Default Liens in connection therewith) 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) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a Default under, default under any Credit Facility or any other material agreement or instrument (other than this Indenture) to which which, the Company, any Guarantor Company or any Restricted Subsidiary Guarantor is a party or by which the Company, any Guarantor Company or any Restricted Subsidiary Guarantor is bound (other than this Indenture)bound; (f6) the Company shall have delivered to the Trustee an Officers’ Officer’s Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders or any Guarantee over the other creditors of the Company or any Guarantor with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or any GuarantorSubsidiary Guarantor or others; and (g7) the Company will shall have delivered to the Trustee an Officers’ Officer’s Certificate and an opinion Opinion of independent 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 either the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause (2) above with respect to Legal Defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (A) have become due and payable by reason of the making of a notice of redemption or otherwise, (B) will become due and payable within one year or (C) are to be called 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 In order to the application of exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 to the outstanding Noteshereof: (a) The Company or the Company shall have Issuer must irrevocably deposited or caused deposit in trust (subject to be deposited Section 8.05 hereof) with the Trustee, in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders (x) Trustee cash in United States dollars or (y) cash in United States U.S. dollars, U.S. Government Obligations or a combination thereof (in each casethe case of the Dollar Notes) or cash in pounds sterling, “Funds in Trust”), in such amounts as, in the aggregate, will be sufficient UK Government Obligations or a combination thereof (in the case of clause (ythe Sterling Notes), the principal of and interest on which will be sufficient, in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm)an Independent Financial Advisor, to pay and discharge the principal of, premium, if any, and interest on the outstanding Notes on the Stated Maturity (stated date for payment thereof or on the applicable redemption date (such date being referred to date, as the “Defeasance Redemption Date”)case may be, if at as specified in an Officer’s Certificate, and the Issuer must specify whether the Notes are being defeased to maturity 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 the Defeasance Redemption Date)a particular redemption date; (b) in the case of Legal Defeasancean election under Sections 8.01 and 8.02 hereof, the Company shall have Issuer has delivered to the Trustee an opinion Opinion of independent counsel in Counsel reasonably acceptable to the United States stating that Trustee confirming that: (i1) the Company Issuer has received from, or there has been published by, the Internal Revenue Service a ruling or ruling; or (ii2) since the Issue Datedate of this Indenture, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such opinion Opinion of independent counsel in the United States Counsel shall confirm that, the Holders and beneficial owners 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 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 such deposit and Legal Defeasance had not occurred; (c) in the case of Covenant Defeasancean election under Sections 8.01 and 8.03 hereof, the Company shall have delivered Issuer must deliver to the Trustee an opinion Opinion of independent counsel in the United States Counsel reasonably acceptable to the effect Trustee confirming that the Holders and beneficial owners 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 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 such deposit and Covenant Defeasance had not occurred; (d) no Default or Event of Default 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 funds to be applied to such deposit); (e) such Legal Defeasance or Covenant Defeasance shall will 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, any Guarantor Issuer or any of the Restricted Subsidiary Subsidiaries is a party or by which the Company, any Guarantor Issuer or any of the Restricted Subsidiary Subsidiaries is bound (other than this Indenture)and is not prohibited by the Intercreditor Deeds; (f) the Company shall have delivered Issuer must deliver to the Trustee an Officers’ Officer’s Certificate stating that the deposit was not made by the Company Issuer with the intent of preferring the Holders or any Guarantee of Notes being defeased over the other creditors of the Company or any Guarantor Issuer with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company Issuer or any Guarantor; andothers; (g) the Company will have delivered Issuer must deliver to the Trustee an Officers’ Officer’s Certificate and an opinion Opinion of independent counselCounsel, each stating that all conditions precedent provided for or relating to either the Legal Defeasance or the Covenant Defeasance, as the case may be, Defeasance have been complied with; and (h) the Issuer provides the Trustee all other documents or other information that the Trustee may reasonably require in connection with the defeasance.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to the application ability of either Section 8.02 the Issuer and the Guarantors to effect legal defeasance or 8.03 covenant defeasance with respect to the outstanding Notes: In order to exercise either legal defeasance or covenant defeasance: (a1) the Company shall Issuer must irrevocably have irrevocably deposited or caused to be deposited with the Trustee, Trustee as trust funds in trusttrust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, to the benefit benefits of the Holders of such Notes: (xA) cash money in United States dollars an amount, or (yB) cash U.S. government obligations which through the scheduled payment of principal and interest in United States dollarsrespect thereof in accordance with their terms will provide, U.S. Government Obligations not later than the due date of any payment, money in an amount or (C) a combination thereof (thereof, in each case, “Funds in Trust”), in such amounts as, in the aggregate, will be case sufficient (in the case of clause (y)without reinvestment, in the opinion of a nationally recognized firm of independent public accountants or expressed in a nationally recognized investment banking firm)written certification thereof delivered to the Trustee, to pay and discharge discharge, and which shall be applied by the Trustee to pay and discharge, the entire indebtedness in respect of the principal of, of and premium, if any, and interest on the outstanding such Notes on the Stated Maturity thereof or (or if the applicable redemption date (such date being referred to as the “Defeasance Redemption Date”), if at or prior to electing either Legal Defeasance or Covenant Defeasance, the Company Issuer has delivered made irrevocable arrangements satisfactory to the Trustee an irrevocable for the giving of notice to redeem all of redemption by the Trustee in the name and at the expense of the outstanding Notes on Issuer) the Defeasance Redemption Date)redemption date thereof, as the case may be, in accordance with the terms of this Indenture and such Notes; (b2) in the case of Legal Defeasancelegal defeasance, the Company Issuer shall have delivered to the Trustee an opinion Opinion of independent counsel in the United States Counsel stating that (iA) the Company Issuer 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 United States federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion of independent counsel in the United States shall confirm that, the Holders and beneficial owners of the outstanding such Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of the deposit, defeasance and discharge to be effected with respect to such Legal Defeasance Notes and will be subject to United States federal income tax on the same amountsamount, in the same manner and at the same times as would have been be the case if such Legal Defeasance had deposit, defeasance and discharge were not occurredto occur; (c3) in the case of Covenant Defeasancecovenant defeasance, the Company Issuer shall have delivered to the Trustee an opinion Opinion of independent counsel in the United States Counsel to the effect that the Holders and beneficial owners of the such outstanding Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of the deposit and covenant defeasance to be effected with respect to such Covenant Defeasance Notes 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 such Covenant Defeasance had deposit and covenant defeasance were not occurredto occur; (d4) no Default or Event of Default with respect to the outstanding Notes shall have occurred and be continuing on at the date time of such deposit after giving effect thereto (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 funds to be applied to such depositdeposit and the grant of any Lien to secure such borrowing); (e5) such Legal Defeasance legal defeasance or Covenant Defeasance covenant defeasance shall not result in a breach or violation of, or constitute a Default default under, any material agreement or material instrument (other than this Indenture) to which the Company, any Guarantor or any Restricted Subsidiary Issuer is a party or by which the Company, any Guarantor or any Restricted Subsidiary Issuer is bound (other than this Indenture); (f) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders or any Guarantee over the other creditors of the Company or any Guarantor with the intent of defeating, hindering, delaying or defrauding creditors of the Company or any Guarantorbound; and (g6) the Company will Issuer shall have delivered to the Trustee an Officers’ Certificate and an opinion Opinion of independent counselCounsel, each stating that all conditions precedent relating with respect to either the Legal Defeasance such legal defeasance or the Covenant Defeasance, as the case may be, covenant defeasance have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause (2) above with respect to a legal defeasance need not to be delivered if all Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable, or (y) will become due and payable at Stated Maturity 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 Issuer.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 13.2 or 8.03 Section 13.3 to any Securities or any series of Securities, as the outstanding Notescase may be: (a1) the Company The Issuer shall irrevocably have irrevocably deposited or caused to be deposited with the Trustee, Trustee (or another trustee which satisfies the requirements contemplated by Section 6.9 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trusttrust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit benefits of the Holders of such Securities, (xA) cash in United States dollars an amount, or (yB) cash in United States dollars, U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof (thereof, in each case, “Funds in Trust”), in such amounts as, in the aggregate, will be sufficient (in the case of clause (y)sufficient, in the opinion of a nationally recognized firm of independent public accountants or expressed in a nationally recognized investment banking firm)written certification thereof delivered to the Trustee, to pay and discharge discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of, premium, if any, of and any premium and interest on the outstanding Notes such Securities on the respective Stated Maturity (Maturities or on the applicable redemption date (such date being referred to date, as the “Defeasance Redemption Date”)case may be, if at or prior to electing either Legal Defeasance or Covenant Defeasancein accordance with the terms of this Indenture and such Securities. (2) In the event of an election under Section 13.2, the Company has delivered to the Trustee an irrevocable notice to redeem all of the outstanding Notes on the Defeasance Redemption Date); (b) in the case of Legal Defeasance, the Company Issuer shall have delivered to the Trustee an opinion Opinion of independent counsel in the United States Counsel stating that (iA) the Company Issuer has received from, or there has been published by, the Internal Revenue Service a ruling or (iiB) since the Issue Datedate of this instrument, there has been a change in the applicable federal Federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion of independent counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders and beneficial owners of the outstanding Notes such Securities will not recognize income, gain or loss for federal Federal income tax purposes as a result of such the deposit, Legal Defeasance and discharge to be effected with respect to such Securities and will be subject to federal Federal income tax on the same amountsamount, in the same manner and at the same times as would have been be the case if such deposit, Legal Defeasance had and discharge were not occurred;to occur. (c3) in In the case event of Covenant Defeasancean election under Section 13.3, the Company Issuer shall have delivered to the Trustee an opinion Opinion of independent counsel in the United States Counsel to the effect that the Holders and beneficial owners of the outstanding Notes such Securities will not recognize income, gain or loss for federal Federal income tax purposes as a result of such the deposit and Covenant Defeasance to be effected with respect to such Securities and will be subject to federal Federal income tax on the same amountsamount, in the same manner and at the same times as would have been be the case if such deposit and Covenant Defeasance had were not occurred;to occur. (d4) no Default The Issuer shall have delivered to the Trustee an Officers’ Certificate to the effect that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit. (5) No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 5.1(d) and (e), at any time on or prior to the 90th day after 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 it being understood that this condition shall not be deemed satisfied until after such Indebtedness or other borrowing, all or a portion of which are to be applied to such deposit90th 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 Securities are in default within the meaning of such Act). (7) Such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a Default default under, any material other agreement or instrument to which the Company, any Guarantor or any Restricted Subsidiary Issuer is a party or by which the Company, any Guarantor or any Restricted Subsidiary it is bound (other than this Indenture);bound. (f) 8) Such Legal Defeasance or Covenant Defeasance shall not result in the Company shall have delivered to trust arising from such deposit constituting an investment company within the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders or any Guarantee over the other creditors meaning of the Investment Company Act of 1940, as amended from time to time, unless such trust shall be registered under such Act or any Guarantor with the intent of defeating, hindering, delaying or defrauding creditors of the Company or any Guarantor; andexempt from registration thereunder. (g9) the Company will The Issuer shall have delivered to the Trustee an Officers’ Certificate and an opinion Opinion of independent counselCounsel, each stating that all conditions precedent relating with respect to either the such Legal Defeasance or the Covenant Defeasance, as the case may be, Defeasance have been complied with.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be In order to exercise the conditions to the application of either Company’s option under Section 8.02 or 8.03 to the outstanding Notes: (a) Section 8.03, the Company shall have must irrevocably deposited or caused to be deposited deposit in trust (the “defeasance trust”) with the Trustee, in trust, specifically pledged as security for, and dedicated solely to, Trustee (or such other entity designated by the benefit of the Holders (xTrustee for this purpose) cash in United States dollars or (y) cash in United States U.S. dollars, Cash Equivalents, U.S. Government Obligations Obligations, or a combination thereof (thereof, in each case, “Funds case denominated in Trust”)U.S. dollars, in such amounts as, in the aggregate, as will be sufficient (in for the case payment of clause (y), in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm), to pay and discharge the principal ofprincipal, premium, if any, and interest on the outstanding Notes on the Stated Maturity (to redemption or the applicable redemption date (such date being referred to maturity, as the “Defeasance Redemption Date”), if at or prior to electing either Legal Defeasance or Covenant Defeasance, the Company has delivered case may be; and must deliver to the Trustee an irrevocable notice to redeem all of the outstanding Notes on the Defeasance Redemption Date);Trustee: (ba) in the case an Opinion of Legal Defeasance, the Company shall have delivered to the Trustee an opinion of independent counsel Counsel in the United States stating 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, in either case to the effect that, and based thereon such opinion of independent counsel in the United States shall confirm that, the that 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 such Legal Defeasance 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 such Legal Defeasance deposit and defeasance had not occurred; occurred (c) and in the case of Covenant Defeasancelegal defeasance only, the Company shall have delivered to the Trustee an opinion such Opinion of independent counsel Counsel in the United States to the effect that the Holders and beneficial owners must be based on a ruling of the outstanding Notes will not recognize income, gain U.S. Internal Revenue Service or loss for other change in applicable U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on law since the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default 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 depositIssue Date); (eb) 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 to which the Company, any Guarantor or any Restricted Subsidiary is a party or by which the Company, any Guarantor or any Restricted Subsidiary is bound (other than this Indenture); (f) the Company shall have delivered to the Trustee an Officers’ Officer’s Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders or any Guarantee over the other creditors of the Company or any Guarantor with the intent of defeating, hindering, delaying delaying, defrauding or defrauding preferring any creditors of the Company or any Guarantor; andCompany; (gc) the Company will have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel (which opinion of independent counselcounsel may be subject to customary assumptions and exclusions), each stating that that all conditions precedent provided for or relating to either the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with; (d) an Opinion of Counsel to the 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 (e) all other documents or other information that the Trustee may reasonably require in connection with the Company’s option under Section 8.02 or Section 8.03.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 8.2 or 8.03 8.3 hereof to the outstanding Notes: In order to exercise either legal defeasance or covenant defeasance: (a1) the Company shall Issuer must irrevocably have irrevocably deposited or caused to be deposited with the Trustee, Trustee as trust funds in trusttrust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, to the benefit benefits of the Holders of such Notes: (xA) cash money in United States dollars an amount, or (yB) cash U.S. government obligations which through the scheduled payment of principal and interest in United States dollarsrespect thereof in accordance with their terms will provide, U.S. Government Obligations not later than the due date of any payment, money in an amount or (C) a combination thereof (thereof, in each case, “Funds in Trust”), in such amounts as, in the aggregate, will be case sufficient (in the case of clause (y)without reinvestment, in the opinion of a nationally recognized firm of independent public accountants or expressed in a nationally recognized investment banking firm)written certification thereof delivered to the Trustee, to pay and discharge discharge, and which shall be applied by the Trustee to pay and discharge, the entire indebtedness in respect of the principal of, of and premium, if any, and interest on the outstanding such Notes on the Stated Maturity thereof or (or if the applicable redemption date (such date being referred to as the “Defeasance Redemption Date”), if at or prior to electing either Legal Defeasance or Covenant Defeasance, the Company Issuer has delivered made irrevocable arrangements satisfactory to the Trustee an irrevocable for the giving of notice to redeem all of redemption by the Trustee in the name and at the expense of the outstanding Notes on Issuer) the Defeasance Redemption Date)redemption date thereof, as the case may be, in accordance with the terms of this Indenture and such Notes; (b2) in the case of Legal Defeasancelegal defeasance, the Company Issuer shall have delivered to the Trustee an opinion Opinion of independent counsel in the United States Counsel stating that (iA) the Company Issuer 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 United States federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion of independent counsel in the United States shall confirm that, the Holders and beneficial owners of the outstanding such Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of the deposit, legal defeasance and discharge to be effected with respect to such Legal Defeasance Notes and will be subject to United States federal income tax on the same amountsamount, in the same manner and at the same times as would have been be the case if such Legal Defeasance had deposit, legal defeasance and discharge were not occurredto occur; (c3) in the case of Covenant Defeasancecovenant defeasance, the Company Issuer shall have delivered to the Trustee an opinion Opinion of independent counsel in the United States Counsel to the effect that the Holders and beneficial owners of the such outstanding Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of the deposit and covenant defeasance to be effected with respect to such Covenant Defeasance Notes 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 such Covenant Defeasance had deposit and covenant defeasance were not occurredto occur; (d4) no Default or Event of Default with respect to the outstanding Notes shall have occurred and be continuing on at the date time of such deposit after giving effect thereto (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 funds to be applied to such depositdeposit and the grant of any Lien to secure such borrowing); (e5) such Legal Defeasance legal defeasance or Covenant Defeasance covenant defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the TIA (assuming all Notes are in default within the meaning of the TIA); (6) 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 material instrument (other than this Indenture) to which the Company, any Guarantor or any Restricted Subsidiary Company is a party or by which the Company, any Guarantor or any Restricted Subsidiary Company is bound (other than this Indenture);bound; and (f7) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders or any Guarantee over the other creditors of the Company or any Guarantor with the intent of defeating, hindering, delaying or defrauding creditors of the Company or any Guarantor; and (g) the Company will have delivered to the Trustee an Officers’ Certificate and an opinion Opinion of independent counselCounsel, each stating that all conditions precedent relating with respect to either the Legal Defeasance such legal defeasance or the Covenant Defeasance, as the case may be, covenant defeasance have been complied with. In the event of a legal defeasance or a Discharge, a Holder whose taxable year straddles the deposit of funds and the distribution in redemption to such Holder would be subject to tax on any gain (whether characterized as capital gain or market discount) in the year of deposit rather than in the year of receipt. In connection with a Discharge, in the event the Issuer becomes insolvent within the applicable preference period after the date of deposit, monies held for the payment of the Notes may be part of the bankruptcy estate of the Issuer, disbursement of such monies may be subject to the automatic stay of the Bankruptcy Code and monies disbursed to Holders may be subject to disgorgement in favor of the Issuer’s estate. Similar results may apply upon the insolvency of the Issuer during the applicable preference period following the deposit of monies in connection with defeasance. Notwithstanding the foregoing, the Opinion of Counsel required by clause (2) above with respect to a legal defeasance need not to be delivered if all Notes not therefore delivered to the Trustee for cancellation (x) have become due and payable, or (y) will become due and payable at Stated Maturity 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 1202 or 8.03 Section 1203 to the outstanding Outstanding Notes: (a1) the Company shall have must irrevocably deposited or caused to be deposited deposit with the Trustee, in trust, specifically pledged as security for, and dedicated solely to, for the benefit of the Holders (x) cash pursuant to an irrevocable trust and security agreement in United States form and substance reasonably satisfactory to the Trustee, U.S. dollars in immediately available funds or (y) cash in United States dollars, U.S. Government Obligations for the payment of which obligation or guarantee the full faith and credit of the United States of America is pledged or a combination thereof (in each casethereof, “Funds in Trust”), maturing as to principal and interest in such amounts asand at such times as are sufficient, without consideration of the reinvestment of such interest and principal and after payment of all federal, state and local taxes or other charges or assessments in respect thereof payable by the aggregate, will be sufficient (in the case of clause (y)Trustee, in the opinion of a nationally recognized firm of independent public accountants or selected by the Company, expressed in a nationally recognized investment banking firm)written certification thereof (in form and substance reasonably satisfactory to the Trustee) delivered to the Trustee, to pay and discharge the principal of, premium, if any, and interest on all the outstanding Notes on the Stated Maturity (or dates on which any such payments are due and payable in accordance with the applicable redemption date (such date being referred to as the “Defeasance Redemption 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 terms of this Indenture and of the outstanding Notes on the Defeasance Redemption Date)Notes; (b2) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an opinion Opinion of independent counsel Counsel in the United States stating 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 Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion Opinion of independent counsel in the United States Counsel 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 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 such Legal Defeasance had not occurred; (c3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an opinion Opinion of independent counsel Counsel in the United States reasonably acceptable to the effect Trustee confirming 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 such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event insofar as Events of Default resulting from bankruptcy or insolvency events are concerned, at any time in the incurrence period ending on the 91st day after the date 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) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, of or constitute a Default under, default under this Indenture or any other material agreement or instrument to which the Company, any Guarantor Company or any Restricted Subsidiary of its Subsidiaries is a party or by which the Company, any Guarantor Company or any Restricted Subsidiary of its Subsidiaries is bound (other than this Indenture)bound; (f6) the Company shall have delivered to the Trustee an Officers’ Officer’s Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders or over any Guarantee over the other creditors of the Company or any Guarantor with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or any Guarantorothers; and (g7) the Company will shall have delivered to the Trustee an Officers’ Officer’s Certificate and an opinion Opinion of independent counselCounsel, each stating to the effect that all conditions precedent provided for in this Section 1204 relating to either the Legal Defeasance under Section 1202 or the Covenant DefeasanceDefeasance under Section 1203, as the case may be, have been complied with. In rendering such Opinion of Counsel, counsel may rely on an Officer’s Certificate as to compliance with the foregoing clauses (1), (2) and (3) of this Section 1204 or as to any matters of fact. Upon any redemption that requires the payment of the 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 Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee at least two (2) Business Days prior to the Redemption Date that confirms that such Applicable Premium Deficit shall be applied toward such redemption. Notwithstanding the foregoing, an Opinion of Counsel required by the clause (2) of this Section 1204 with respect to Legal Defeasance need not be delivered if all of the Notes not theretofore delivered to the Paying Agent for cancellation (x) have become due and payable or (y) will become due and payable at their Stated Maturity within one year under arrangements satisfactory to the Paying Agent and the Trustee for the giving of notice of redemption by the Paying Agent 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 8.2 or 8.03 8.3 hereof to the outstanding Notes: In order to exercise either legal defeasance or covenant defeasance: (a1) the Company shall Issuer must irrevocably have irrevocably deposited or caused to be deposited with the Trustee, Trustee as trust funds in trusttrust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, to the benefit benefits of the Holders of such Notes: (xA) cash money in United States dollars an amount, or (yB) cash U.S. government obligations which through the scheduled payment of principal and interest in United States dollarsrespect thereof in accordance with their terms will provide, U.S. Government Obligations not later than the due date of any payment, money in an amount or (C) a combination thereof (thereof, in each case, “Funds in Trust”), in such amounts as, in the aggregate, will be case sufficient (in the case of clause (y)without reinvestment, in the opinion of a nationally recognized firm of independent public accountants or investment bank expressed in a nationally recognized investment banking firm)written certification thereof delivered to the Trustee, to pay and discharge discharge, and which shall be applied by the Trustee to pay and discharge, the entire indebtedness in respect of the principal of, of and premium, if any, and interest on the outstanding such Notes on the Stated Maturity thereof or (or if the applicable redemption date (such date being referred to as the “Defeasance Redemption Date”), if at or prior to electing either Legal Defeasance or Covenant Defeasance, the Company Issuer has delivered made irrevocable arrangements satisfactory to the Trustee an irrevocable for the giving of notice to redeem all of redemption by the Trustee in the name and at the expense of the outstanding Notes on Issuer) the Defeasance Redemption Date)redemption date thereof, as the case may be, in accordance with the terms of this Indenture and such Notes; (b2) in the case of Legal Defeasancelegal defeasance, the Company Issuer shall have delivered to the Trustee an opinion Opinion of independent counsel in the United States Counsel stating that (iA) the Company Issuer 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 United States federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion of independent counsel in the United States shall confirm that, the Holders and beneficial owners of the outstanding such Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of the deposit, defeasance and discharge to be effected with respect to such Legal Defeasance Notes and will be subject to United States federal income tax on the same amountsamount, in the same manner and at the same times as would have been be the case if such Legal Defeasance had deposit, defeasance and discharge were not occurredto occur; (c3) in the case of Covenant Defeasancecovenant defeasance, the Company Issuer shall have delivered to the Trustee an opinion Opinion of independent counsel in the United States Counsel to the effect that the Holders and beneficial owners of the such outstanding Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of the deposit and covenant defeasance to be effected with respect to such Covenant Defeasance Notes and will be subject to United States federal income tax on the same amountsamount, in the same manner and at the same times as would have been be the case if such Covenant Defeasance had deposit and covenant defeasance were not occurredto occur; (d4) no Default or Event of Default with respect to the outstanding Notes shall have occurred and be continuing on at the date time of such deposit after giving effect thereto (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 funds to be applied to such depositdeposit and the grant of any Lien to secure such borrowing); (e5) [Reserved]; (6) such Legal Defeasance legal defeasance or Covenant Defeasance covenant defeasance shall not result in a breach or violation of, or constitute a Default default under, any material agreement or material instrument (other than this Indenture) to which the Company, any Guarantor or any Restricted Subsidiary Issuer is a party or by which the Company, any Guarantor or any Restricted Subsidiary Issuer is bound (other than this Indenture); (f) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders or any Guarantee over the other creditors of the Company or any Guarantor with the intent of defeating, hindering, delaying or defrauding creditors of the Company or any Guarantorbound; and (g7) the Company will Issuer shall have delivered to the Trustee an Officers’ Certificate and an opinion Opinion of independent counselCounsel, each stating that all conditions precedent relating with respect to either the Legal Defeasance such legal defeasance or the Covenant Defeasance, as the case may be, covenant defeasance have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause (2) above with respect to a legal defeasance need not to be delivered if all Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable, or (y) will become due and payable at Stated Maturity 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 Issuer.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 8.02(b) or 8.03 8.02(c) hereof to the outstanding Notes: (a1) the Company shall have Issuer must irrevocably deposited or caused to be deposited deposit with the Trustee, in trust, specifically pledged as security for, and dedicated solely to, for the benefit of the Holders (x) cash in United States dollars or (y) cash in United States dollarsHolders, U.S. Legal Tender, U.S. Government Obligations or a combination thereof (in each case, “Funds in Trust”)thereof, in such amounts as, in the aggregate, as will be sufficient (in the case of clause (ywithout reinvestment), in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm)selected by the Issuer, to pay and discharge the principal of, premium, if any, of and interest on the outstanding Notes on the Stated Maturity (stated date for payment or on the applicable redemption date (such date being referred to as the “Defeasance Redemption 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 Date of the outstanding Notes principal or installment of principal of or interest on the Defeasance Redemption Date);Notes, (b) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an opinion of independent counsel in the United States stating 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, in either case to the effect that, and based thereon such opinion of independent counsel in the 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 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 such Legal Defeasance had not occurred; (c) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an opinion of 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 such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d2) no Default or Event of Default 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 funds to be applied to such deposit);, (e3) such the Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a Default under, under this Indenture or a default under any other material indenture or senior credit agreement or instrument to which the Company, any Guarantor Issuer or any Restricted Subsidiary of its Subsidiaries is a party or by which the Company, any Guarantor Issuer or any Restricted Subsidiary of its Subsidiaries is bound (other than this Indentureany such Default or default resulting solely from the borrowing of funds to be applied to such deposit); (f) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders or any Guarantee over the other creditors of the Company or any Guarantor with the intent of defeating, hindering, delaying or defrauding creditors of the Company or any Guarantor; and (g4) the Company will Issuer shall have delivered to the Trustee an Officers’ Certificate and an opinion Opinion of independent counselCounsel, each stating that all the conditions precedent relating to either the Legal Defeasance or the Covenant Defeasanceprovided for in, as in the case may beof the Officers’ Certificate, clauses (1) through (3) and, in the case of the Opinion of Counsel, clause (3) of this Section 8.03 have been complied with.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 8.02(b) or 8.03 8.02(c) hereof to the outstanding Notes: (a1) the Company Issuers shall have irrevocably deposited or caused to be deposited deposit with the Trustee, in trust, specifically pledged as security for, and dedicated solely to, for the benefit of the Holders (x) cash in United States dollars or (y) cash in United States dollarsHolders, U.S. Legal Tender, U.S. Government Obligations or a combination thereof (in each case, “Funds in Trust”)thereof, in such amounts as, in the aggregate, as will be sufficient (in the case of clause (y), without reinvestment) in the opinion or based on a report of a nationally recognized firm of independent public accountants accountants, investment bank or a nationally recognized investment banking firm)appraisal firm selected by the Issuers, to pay and discharge the principal of, premium, if any, of and interest on the outstanding Notes on the Stated Maturity (stated date for payment or on the applicable Redemption Date of the Notes; provided that, with respect to any redemption date (such date being referred pursuant to as Section 5 of the “Defeasance Redemption Date”), if at or prior to electing either Legal Defeasance or Covenant DefeasanceNotes that requires the payment of the Applicable Premium, the Company has delivered Redemption Price deposited shall be sufficient for purposes of this Indenture to the extent that the Redemption Price so deposited with the Trustee is calculated using an irrevocable notice amount equal to redeem all the Applicable Premium computed using the Adjusted Treasury Rate as of the outstanding Notes on third Business Day preceding the Defeasance Redemption Date)date of such deposit with the Trustee; (b2) in the case of Legal Defeasance, the Company Issuers shall have delivered to the Trustee an opinion Opinion of independent counsel Counsel in the United States stating that confirming that: (ia) the Company has Issuers have received from, or there has been published by, by the Internal Revenue Service Service, a ruling or ruling, or (iib) since the Issue Date, there has been a change in the applicable federal U.S. Federal income tax law, in either case to the effect that, and based thereon such opinion this Opinion of independent counsel in the United States Counsel shall confirm that, 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 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 such Legal Defeasance had not occurred; (c3) in the case of Covenant Defeasance, the Company Issuers shall have delivered to the Trustee an opinion Opinion of independent counsel Counsel in the United States reasonably acceptable to the effect 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 such Covenant Defeasance and will be subject to federal U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default 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 funds to be applied to such depositdeposit and any similar and substantially simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens on the funds deposited in connection therewith); (e5) such the Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a Default default under, any other material agreement or material instrument (other than this Indenture) to which the Company, any Guarantor Parent or any Restricted Subsidiary of its Subsidiaries is a party or by which the Company, any Guarantor Parent or any Restricted Subsidiary of its Subsidiaries is bound (other than this Indentureany such default relating to any Indebtedness being repaid, discharged, defeased, redeemed or repurchased from any borrowing of funds to be applied to such deposit and any similar and substantially simultaneous deposit relating to such Indebtedness, and the granting of Liens on the funds deposited in connection therewith);; and (f6) the Company Issuers shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that the deposit was not made by conditions provided for in, in the Company with the intent of preferring the Holders or any Guarantee over the other creditors case of the Company or any Guarantor with Officer’s Certificate, clauses (1) through (5) and, in the intent of defeating, hindering, delaying or defrauding creditors case of the Company or any Guarantor; and Opinion of Counsel, clauses (g2) and/or (3) of this Section 8.03 have been complied with. Notwithstanding the Company will have foregoing, the Opinion of Counsel required by clause (2) above with respect to a Legal Defeasance need not to be delivered if all Notes not theretofore delivered to the Trustee an Officers’ Certificate for cancellation (x) have become due and an opinion payable, or (y) will become due and payable at stated maturity within one year or are to be called for redemption within one year under irrevocable written arrangements satisfactory to the Trustee for the giving of independent counselnotice of redemption by the Trustee in the name, each stating that all conditions precedent relating to either and at the Legal Defeasance or expense, of the Covenant Defeasance, as the case may be, have been complied withIssuers.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 4.02 or 8.03 Section 4.03 to the outstanding NotesOutstanding Securities: (a) with reference to Section 4.02 or Section 4.03, the Company shall have has irrevocably deposited or caused to be irrevocably deposited with the Trustee, Trustee as funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of Securities of such series (xi) cash money in United States dollars an amount, or (yii) cash in United States dollars, U.S. Government Obligations or Equivalent Government Securities which through the payment of interest and principal 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 (iii) a combination thereof of (in each case, “Funds in Trust”i) and (ii), in such amounts as, in the aggregate, will be sufficient (in the case of clause (y)sufficient, in the opinion (with respect to (ii) and (iii)) of a nationally recognized firm of independent public accountants or expressed in a nationally recognized investment banking firm)written certification thereof delivered to the Trustee, to pay and discharge the each installment of principal (including mandatory sinking fund payments) of, premium, if any, and interest interest, if any, on, the Outstanding Securities of such series on the outstanding Notes on dates such installments of interest or principal are due; provided, however, that if such U.S. Government Obligations and Equivalent Government Securities are callable or redeemable at the Stated Maturity (or option of the applicable redemption date (issuer thereof, the amount of such date being money, U.S. Government Obligations, and/or Equivalent Government Securities deposited with the Trustee must be sufficient to pay and discharge the entire indebtedness referred to as above if the “Defeasance Redemption Date”), if issuer of any such U.S. Government Obligations or Equivalent Government Securities elects to exercise such call or redemption provisions at or any time prior to electing either Legal Defeasance the Scheduled Maturity Date of such Securities. The Company, but not the Trustee, shall be responsible for monitoring any such call or Covenant Defeasance, the Company has delivered to the Trustee an irrevocable notice to redeem all of the outstanding Notes on the Defeasance Redemption Date)redemption provision; (b) in the case of Legal DefeasanceDefeasance under Section 4.02, the Company shall have has delivered to the Trustee an opinion Opinion of independent counsel in Counsel that, based on the United States stating fact that (ix) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (iiy) since the Issue Datedate hereof, there has been a change in the applicable United States federal income tax law, in either case to the effect that, and based thereon such opinion of independent counsel in the United States shall confirm that, the Holders and beneficial owners of the outstanding Notes Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance deposit, defeasance and discharge and will be subject to federal income tax on the same amounts, amount and in the same manner and at the same times times, as would have been the case if such deposit, Legal Defeasance and discharge had not occurred; (c) in the case of Covenant DefeasanceDefeasance under Section 4.03, the Company shall have has delivered to the Trustee an opinion Opinion of independent counsel in the United States Counsel to the effect that that, and such opinion shall confirm that, the Holders and beneficial owners of the outstanding Notes Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and Covenant Defeasance and will be subject to federal income tax on the same amounts, amount and in the same manner and at the same times times, as would have been the case if such deposit and Covenant Defeasance had not occurred; (d) no Default or Event of Default or event which, with notice or lapse of time or both, would become an Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit, after giving effect to such deposit (other than or, in the case of a Default or Legal Defeasance under Section 4.02, no Event of Default resulting from specified in Section 5.01(e) or Section 5.01(f), at any time during the incurrence period ending on the 91st day after the date of Indebtedness or other borrowing such deposit or, if longer, ending on the day following the expiration of funds, or the grant longest preference period applicable to the Company in respect of Liens securing such Indebtedness or other borrowing, all or a portion deposit (it being understood that this condition shall not be deemed satisfied until the expiration of which are to be applied to such depositperiod); (e) such Legal Defeasance or Covenant Defeasance shall will not cause the Trustee to have a conflicting interest within the meaning of the TIA, assuming all Securities of a series were in default within the meaning of the TIA; (f) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a Default default under, any material agreement or instrument to which the Company, any Guarantor or any Restricted Subsidiary Company is a party or by which the Company, any Guarantor or any Restricted Subsidiary it is bound (other than this Indenture)bound; (fg) such Legal Defeasance or Covenant Defeasance will not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless the trust is registered under such Act or exempt from registration; and (h) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders or any Guarantee over the other creditors of the Company or any Guarantor with the intent of defeating, hindering, delaying or defrauding creditors of the Company or any Guarantor; and (g) the Company will have delivered to the Trustee an Officers’ Officer’s Certificate and an opinion Opinion of independent counselCounsel, each stating that all conditions precedent relating to either the Legal Defeasance or the Covenant Defeasance, as the case may be, contemplated by this provision have been complied with.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 13.02 or 8.03 Section 13.03 to the outstanding Outstanding Notes: (a1) the Company The Issuer shall irrevocably have irrevocably deposited or caused to be deposited with the Trustee, Trustee (or another trustee satisfying the requirements of Section 6.08 who shall agree to comply with the provisions of this Article 13 applicable to it) as trust funds in trusttrust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, to the benefit of the Holders of such Notes; (xA) cash in United States dollars U.S. dollars, or (yB) cash in United States dollarsGovernment Securities, U.S. Government Obligations or (C) a combination thereof (in each case, “Funds in Trust”)thereof, in such amounts as, in the aggregate, as will be sufficient (in the case of clause (y)sufficient, in the opinion of a nationally recognized investment banking firm, appraisal firm or firm of independent public accountants or expressed in a nationally recognized investment banking firm)written certification thereof delivered to the Trustee, to pay and discharge discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, of (and premium, if any) and interest, and interest Additional Interest, if any, on the outstanding Outstanding Notes on the Stated Maturity (or the applicable redemption date (such date being referred to as the “Defeasance Redemption Date”), if at applicable); provided that the Trustee shall have been irrevocably instructed to apply such cash or prior the proceeds of such Government Securities to electing either Legal Defeasance or Covenant Defeasancesaid payments with respect to the Notes. Before such a deposit, the Company has delivered Issuer may give to the Trustee an irrevocable Trustee, in accordance with Section 11.03 hereof, a notice of its election to redeem all of the outstanding Outstanding Notes on at a future date in accordance with Article 11 hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the Defeasance Redemption Date)foregoing; (b2) in the case of Legal Defeasance, the Company Issuer shall have delivered to the Trustee an opinion Opinion of independent counsel Counsel in the United States stating that (isuch counsel to be reasonably acceptable to the Trustee) confirming that, subject to customary assumptions and exclusions, (A) the Company Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling or ruling, or (iiB) since the Issue Dateissuance of the Notes, there has been a change in the applicable federal U.S. Federal income tax law, in either case to the effect that, and based thereon such opinion Opinion of independent counsel Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders and beneficial owners of the outstanding Outstanding Notes will not recognize income, gain or loss for federal U.S. Federal income tax purposes as a result of 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 such Legal Defeasance had not occurred; (c3) in the case of Covenant Defeasance, the Company Issuer shall have delivered to the Trustee an opinion Opinion of independent counsel Counsel in the United States (such counsel to be reasonably acceptable to the effect that Trustee) confirming that, subject to customary assumptions and exclusions, the Holders and beneficial owners of the outstanding Outstanding Notes will not recognize income, gain or loss for federal U.S. Federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit or the granting of Liens in connection therewith) 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) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a Default under, default under the Credit Agreement or any other material agreement or instrument (other than this Indenture) to which which, the Company, Issuer or any Guarantor or any Restricted Subsidiary is a party or by which the Company, Issuer or any Guarantor or any Restricted Subsidiary is bound (other than this Indenturethat resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith); (f6) the Company Issuer shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders or any Guarantee over the other creditors of the Company or any Guarantor Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Company Issuer or any GuarantorGuarantor or others; and (g7) the Company will Issuer shall have delivered to the Trustee an Officers’ Certificate and an opinion Opinion of independent counselCounsel 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 either the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 9.02 or 8.03 9.03 hereof to the outstanding Notes: In order to exercise either Legal Defeasance or Covenant Defeasance: (a) the Company shall have must irrevocably deposited deposit or caused cause to be deposited with the Trustee, as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders (x) Holders, cash in United States dollars or (y) cash in United States U.S. dollars, or U.S. Government Obligations Obligations, or in the case of Covenant Defeasance, corporate obligations rated at least “A” by Standard & Poor’s Ratings Group or at least “A” by Xxxxx’x Investors Service, Inc. or a combination thereof (in each case, “Funds in Trust”)thereof, in such amounts as, in the aggregate, as will be sufficient (in the case of clause (y)sufficient, in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm)accountants, to pay and discharge the principal of, premiummake-whole amount, if any, and interest on the outstanding Notes on the Stated Maturity thereof (or the applicable redemption date (such date being referred to as the “Defeasance Redemption Date”)upon redemption, if applicable) of such principal, make-whole amount, if any, or installment of interest; (b) no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or, insofar as an event of bankruptcy under clauses (f) or (g) of Section 6.01 hereof is concerned, at or prior to electing either any time during the period ending on the 91st day after the date of such deposit; (c) such Legal Defeasance or Covenant DefeasanceDefeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any material agreement or instrument to which the Company has delivered to the Trustee an irrevocable notice to redeem all of the outstanding Notes on the Defeasance Redemption Date)is a party or by which it is bound; (bd) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an opinion Opinion of independent counsel in the United States Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (ii) since the Issue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of independent counsel in the United States shall confirm that, the Holders and beneficial owners of the outstanding Notes of such series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance defeasance had not occurred;; and (ce) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an opinion Opinion of independent counsel in the United States Counsel to the effect that the Holders and beneficial owners of the outstanding Notes of such series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance defeasance had not occurred; (d) no Default or Event of Default 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) 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 to which the Company, any Guarantor or any Restricted Subsidiary is a party or by which the Company, any Guarantor or any Restricted Subsidiary is bound (other than this Indenture);; and (f) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders or any Guarantee over the other creditors of the Company or any Guarantor with the intent of defeating, hindering, delaying or defrauding creditors of the Company or any Guarantor; and (g) the Company will have delivered to the Trustee an Officers’ Certificate and an opinion Opinion of independent counselCounsel, each stating that all conditions precedent provided for relating to either the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 1302 or 8.03 Section 1303 to the outstanding Outstanding Notes: (a1) the The Company shall irrevocably have irrevocably deposited or caused to be 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) as trust funds in trusttrust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, to the benefit of the Holders of such Notes; (xA) cash in United States dollars U.S. dollars, or (yB) cash in United States dollarsnon-callable Government Securities, U.S. Government Obligations or (C) a combination thereof (in each case, “Funds in Trust”)thereof, in such amounts as, in the aggregate, as will be sufficient (in the case of clause (y)sufficient, in the opinion of a nationally recognized firm of independent public accountants or expressed in a nationally recognized investment banking firm)written certification thereof delivered to the Trustee, to pay and discharge discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, of (and premium, if any, ) and interest on the outstanding Outstanding Notes on the Stated Maturity (or the applicable redemption date (such date being referred to as the “Defeasance Redemption Date”), if at applicable) of such principal (and premium, if any or, interest due on the Notes; provided that the Trustee shall have been irrevocably instructed to apply such cash or prior the proceeds of such Government Securities to electing either Legal Defeasance or Covenant Defeasancesaid payments with respect to the Notes. Before such a deposit, the Company has delivered may give to the Trustee an irrevocable Trustee, in accordance with Section 1103 hereof, a notice of its election to redeem all of the outstanding Outstanding Notes on 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 Defeasance Redemption Date)foregoing; (b2) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an opinion Opinion of independent counsel Counsel in the United States stating 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, in either case to the effect that, and based thereon such opinion of independent counsel in the 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 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 such Legal Defeasance had not occurred; (c) in the case of Covenant Defeasance, the Company shall have delivered reasonably acceptable to the Trustee an opinion of independent counsel in the United States to the effect that the Holders and beneficial owners of the outstanding Notes will not recognize incomeconfirming that, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner customary assumptions and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default 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) 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 to which the Company, any Guarantor or any Restricted Subsidiary is a party or by which the Company, any Guarantor or any Restricted Subsidiary is bound (other than this Indenture); (f) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders or any Guarantee over the other creditors of the Company or any Guarantor with the intent of defeating, hindering, delaying or defrauding creditors of the Company or any Guarantor; and (g) the Company will have delivered to the Trustee an Officers’ Certificate and an opinion of independent counsel, each stating that all conditions precedent relating to either the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.exclusions,

Conditions to Legal Defeasance or Covenant Defeasance. (a) The following shall be the conditions to the application exercise of either the Legal Defeasance option under Section 8.02 or the Covenant Defeasance option under Section 8.03 with respect to the outstanding Notes: (a1) the Company shall must irrevocably have irrevocably deposited or caused to be deposited with the Trustee, Trustee as trust funds in trusttrust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, to the benefit benefits of the Holders of such Notes: (xA) cash in United States U.S. dollars in an amount, (B) Government Securities, which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount or (yC) cash in United States dollars, U.S. Government Obligations or a combination thereof (thereof, in each case, “Funds in Trust”), in such amounts as, in the aggregate, will be case sufficient (in the case of clause (y)without reinvestment, in the opinion of an Independent Financial Advisor expressed in a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm)written certification thereof delivered to the Trustee, to pay and discharge discharge, and which shall be applied by the Trustee to pay and discharge, the entire indebtedness in respect of the principal of, of and premium, if any, and interest on the outstanding such Notes on the Stated Maturity thereof or (or the applicable redemption date (such date being referred to as the “Defeasance Redemption Date”), if at or prior to electing either Legal Defeasance or Covenant Defeasance, the Company has delivered made irrevocable arrangements satisfactory to the Trustee an irrevocable for the giving of notice to redeem all of redemption by the Trustee in the name and at the expense of the outstanding Notes on Company) the Defeasance Redemption Date)redemption date thereof, as the case may be, in accordance with the terms of this Indenture and such Notes; (b2) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an opinion Opinion of independent counsel in the United States Counsel stating that that: (i) the Company has received from, or there has been published by, the U.S. 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, in either case to the effect that, and based thereon such opinion Opinion of independent counsel in the United States Counsel shall confirm that, the Holders and beneficial owners of the outstanding such Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the deposit, defeasance and discharge to be effected with respect to such Legal Defeasance Notes and will be subject to U.S. federal income tax on the same amountsamount, in the same manner and at the same times as would have been be the case if such Legal Defeasance had deposit, defeasance and discharge were not occurredto occur; (c3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an opinion Opinion of independent counsel in the United States Counsel to the effect that the Holders and beneficial owners of the outstanding such Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such the deposit and Covenant Defeasance to be effected with respect to such Notes and will be subject to U.S. federal income tax on the same amountsamount, in the same manner and at the same times as would have been be the case if such deposit and Covenant Defeasance had were not occurredto occur; (d4) no Default or Event of Default with respect to the outstanding Notes shall have occurred and be continuing on at the date time of such deposit after giving effect thereto (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 funds to be applied to such depositdeposit and the grant of any Lien to secure such borrowing); (e5) 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 material instrument (other than this Indenture and the agreements governing any other Debt being defeased, discharge or replaced) to which the Company, any Guarantor Company or any Restricted Subsidiary of the Guarantors is a party or by which the Company, any Guarantor Company or any Restricted Subsidiary of the Guarantors is bound (other than this Indenture)bound; (f6) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Legal Defeasance or Covenant Defeasance have been complied with; (7) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders or any Guarantee over the other creditors of the Company or any Guarantor with the intent of defeating, hindering, delaying or defrauding any creditors of the Company Company, any Guarantor or any Guarantorothers; and (g) 8) the Company will have has delivered irrevocable instructions to the Trustee an Officers’ Certificate and an opinion to apply the deposited money toward the payment of independent counsel, each stating that all conditions precedent relating to either the Legal Defeasance Notes at maturity or the Covenant Defeasanceredemption date, as the case may be, have been complied withbe (which instructions may be contained in the Officers’ Certificate referred to in clause (7) above).

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 1302 or 8.03 Section 1303 to the outstanding Outstanding Notes: (a1) the Company Issuer shall irrevocably have irrevocably deposited or caused to be 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) as trust funds in trusttrust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, to the benefit of the Holders of such Notes; (xA) cash in United States dollars U.S. dollars, or (yB) cash in United States dollarsGovernment Securities, U.S. Government Obligations or (C) a combination thereof (in each case, “Funds in Trust”)thereof, in such amounts asas will be sufficient, in the aggregate, will be sufficient (in the case of clause (y), in the written opinion of a nationally recognized firm of independent public accountants accountants, investment bank or appraisal firm expressed in a nationally recognized investment banking firm)written certification thereof delivered to the Trustee, to pay and discharge discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, of (and premium, if any, ) and interest due on the outstanding Outstanding Notes on the Stated Maturity (or Redemption Date, if applicable and so indicated to the applicable Trustee by the Issuer in writing); provided, however, that the Trustee shall have been irrevocably instructed to apply such cash or the proceeds of such Government Securities or combination thereof to said payments with respect to the Notes; provided further, however, that upon any redemption that requires the payment of the 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 Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such date being referred to as amount, the “Defeasance Redemption DateApplicable Premium Deficit”), if at ) only required to be deposited with the Trustee on or prior to electing either Legal Defeasance or Covenant Defeasance, the Company has date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee an irrevocable simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption. Before such a deposit, the Issuer may give to the Trustee, in accordance with Section 1103 hereof, a notice of its election to redeem all of the outstanding Outstanding Notes on 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 Defeasance Redemption Date)foregoing; (b2) in the case of Legal Defeasance, the Company Issuer shall have delivered to the Trustee an opinion Opinion of independent counsel Counsel in the United States stating that reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (iA) the Company Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling or ruling, or (iiB) since the Issue Dateissuance of the Notes, there has been a change in the applicable federal U.S. Federal income tax law, in either case to the effect that, and based thereon such opinion Opinion of independent counsel Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders and beneficial owners of the outstanding Outstanding Notes will not recognize income, gain or loss for federal U.S. Federal income tax purposes as a result of 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 such Legal Defeasance had not occurred; (c3) in the case of Covenant Defeasance, the Company Issuer shall have delivered to the Trustee an opinion Opinion of independent counsel Counsel in the United States reasonably acceptable to the effect that Trustee confirming that, subject to customary assumptions and exclusions, the Holders and beneficial owners of the outstanding Outstanding Notes will not recognize income, gain or loss for federal U.S. Federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event (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 Default Liens in connection therewith) with respect to the Notes issued hereunder 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) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a Default underdefault under the ABL Revolving Credit Facility or the Term Loan Facility or any other material agreement, any material agreement instrument or instrument documents (other than this Indenture) to which which, the Company, Issuer or any Guarantor or any Restricted Subsidiary is a party or by which the Company, Issuer or any Guarantor or any Restricted Subsidiary is bound (other than this Indenturethat 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 Liens in connection therewith); (f6) the Company Issuer shall have delivered to the Trustee an Officers’ Officer’s Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders or any Guarantee over the other creditors of the Company or any Guarantor Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Company Issuer or any GuarantorGuarantor or others; and (g7) the Company will Issuer shall have delivered to the Trustee an Officers’ Officer’s Certificate and an opinion Opinion of independent 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 either the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with. Notwithstanding the foregoing, an Opinion of Counsel required by the immediately preceding paragraph with respect to legal defeasance need not be delivered if all of the Notes not theretofor delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable within one year or are to be called 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 Issuer.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 1302 or 8.03 Section 1303 to the outstanding Outstanding Notes: (a1) the Company or any Guarantor shall irrevocably have irrevocably deposited or caused to be 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, specifically pledged as security for, and dedicated solely to, trust for the benefit of the Holders of such Notes; (xA) cash in United States dollars U.S. dollars, or (yB) cash in United States dollarsnon-callable Government Securities, U.S. Government Obligations or (C) a combination thereof (in each case, “Funds in Trust”)thereof, in such amounts as, in the aggregate, will as shall be sufficient (in the case of clause (y)sufficient, in the opinion of a nationally recognized firm of independent public accountants or expressed in a nationally recognized investment banking firm)written certification thereof delivered to the Trustee, to pay pay, and discharge which shall be applied by the Trustee (or other qualifying trustee) to pay, the principal of, premium, if any, and interest due on the outstanding Outstanding Notes on the Stated Maturity (or Redemption Date, as the case may be; provided that the Trustee shall have been irrevocably instructed to apply such cash or the applicable redemption date (proceeds of such date being referred Government Securities to as said payments with respect to the “Defeasance Redemption Date”), if at or prior to electing either Legal Defeasance or Covenant DefeasanceNotes; before such a deposit, the Company has delivered may give to the Trustee an irrevocable Trustee, in accordance with Section 1104 hereof, a notice of its election to redeem all of the outstanding Outstanding Notes on 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 Defeasance Redemption Date)foregoing; (b2) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an opinion Opinion of independent counsel Counsel in the United States stating that 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 Dateissuance of the Notes, there has been a change in the applicable federal U.S. Federal income tax law, in either case to the effect that, and based thereon such opinion Opinion of independent counsel Counsel in the United States shall confirm 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 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 such Legal Defeasance had not occurred; (c3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an opinion Opinion of independent counsel Counsel in the United States reasonably acceptable to the effect that Trustee confirming 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 such Covenant Defeasance and will shall 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 such Covenant Defeasance had not occurred; (d4) no Default or Event (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Default Liens in connection therewith) 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) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a Default default under, any Credit Facility, the 6% Senior Subordinated Debt Documents, the 6% Senior Subordinated Exchangeable Notes or any other material agreement or instrument (other than this Indenture) to which the Company, Company or any Guarantor or any Restricted Subsidiary is a party or by which the Company, Company or any Guarantor or any Restricted Subsidiary is bound (other than this Indenture)bound; (f6) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders defeating, hindering, delaying or defrauding any Guarantee over the other creditors of the Company or any Guarantor with the intent of defeating, hindering, delaying or defrauding creditors of the Company or any Guarantorothers; and (g7) the Company will shall have delivered to the Trustee an Officers’ Certificate and an opinion Opinion of independent 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 this Indenture relating to either the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause (2) above with respect to Legal Defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (A) have become due and payable by reason of the making of a notice of redemption or otherwise, (B) will become due and payable within one year or (C) are to be called 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 8.2 or 8.03 8.3 hereof to the outstanding Notes: In order to exercise either legal defeasance or covenant defeasance: (a1) the Company shall Issuer must irrevocably have irrevocably deposited or caused to be deposited with the Trustee, Trustee as trust funds in trusttrust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, to the benefit benefits of the Holders of such Notes: (xA) cash money in United States dollars an amount, or (yB) cash U.S. government obligations, which through the scheduled payment of principal and interest in United States dollarsrespect thereof in accordance with their terms will provide, U.S. Government Obligations not later than the due date of any payment, money in an amount or (C) a combination thereof (thereof, in each case, “Funds in Trust”), in such amounts as, in the aggregate, will be case sufficient (in the case of clause (y)without reinvestment, in the opinion of a nationally recognized firm of independent public accountants or expressed in a nationally recognized investment banking firm)written certification thereof delivered to the Trustee, to pay and discharge discharge, and which shall be applied by the principal ofTrustee to pay and discharge, the entire indebtedness in respect of the Accreted Value of and premium, if any, and interest on the outstanding such Notes on the Stated Maturity thereof or (or if the applicable redemption date (such date being referred to as the “Defeasance Redemption Date”), if at or prior to electing either Legal Defeasance or Covenant Defeasance, the Company Issuer has delivered made irrevocable arrangements satisfactory to the Trustee an irrevocable for the giving of notice to redeem all of redemption by the Trustee in the name and at the expense of the outstanding Notes on Issuer) the Defeasance Redemption Date)redemption date thereof, as the case may be, in accordance with the terms of this Indenture and such Notes; (b2) in the case of Legal Defeasancelegal defeasance, the Company Issuer shall have delivered to the Trustee an opinion Opinion of independent counsel in the United States Counsel stating that (iA) the Company Issuer 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 United States federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion of independent counsel in the United States shall confirm that, the Holders and beneficial owners of the outstanding such Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of the deposit, legal defeasance and discharge to be effected with respect to such Legal Defeasance Notes and will be subject to United States federal income tax on the same amountsamount, in the same manner and at the same times as would have been be the case if such Legal Defeasance had deposit, legal defeasance and discharge were not occurredto occur; (c3) in the case of Covenant Defeasancecovenant defeasance, the Company Issuer shall have delivered to the Trustee an opinion Opinion of independent counsel in the United States Counsel to the effect that the Holders and beneficial owners of the such outstanding Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of the deposit and covenant defeasance to be effected with respect to such Covenant Defeasance Notes 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 such Covenant Defeasance had deposit and covenant defeasance were not occurredto occur; (d4) no Default or Event of Default with respect to the outstanding Notes shall have occurred and be continuing on at the date time of such deposit after giving effect thereto (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 funds to be applied to such depositdeposit and the grant of any Lien to secure such borrowing); (e5) such Legal Defeasance legal defeasance or Covenant Defeasance covenant defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the TIA (assuming all Notes are in default within the meaning of the TIA); (6) 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 material instrument (other than this Indenture) to which the Company, any Guarantor or any Restricted Subsidiary Company is a party or by which the Company, any Guarantor or any Restricted Subsidiary Company is bound (other than this Indenture);bound; and (f7) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders or any Guarantee over the other creditors of the Company or any Guarantor with the intent of defeating, hindering, delaying or defrauding creditors of the Company or any Guarantor; and (g) the Company will have delivered to the Trustee an Officers’ Certificate and an opinion Opinion of independent counselCounsel, each stating that all conditions precedent relating under this Indenture with respect to either the Legal Defeasance such legal defeasance or the Covenant Defeasance, as the case may be, covenant defeasance have been complied withsatisfied and such legal or covenant defeasance is authorized and permitted by the terms of the Security Documents. Notwithstanding the foregoing, the Opinion of Counsel required by clause (2) above with respect to a legal defeasance need not to be delivered if all Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable, or (y) will become due and payable within one (1) year or are to be called for redemption within one (1) 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. In the event of a legal defeasance or covenant defeasance, the Notes Guarantees in effect at such time will be terminated.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 8.2(b) or 8.03 8.2(c) hereof to the outstanding Notes: In order to exercise either Legal Defeasance or Covenant Defeasance: (a) the Company shall have must irrevocably deposited or caused to be deposited deposit with the Trustee, in trust, specifically pledged as security for, and dedicated solely to, for the benefit of the Holders (x) cash in United States dollars or (y) cash in United States dollarsHolders, U.S. Legal Tender, U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms, will provide, not later than one day before the due date of any payment on the Notes, U.S. Legal Tender, or a combination thereof (in each case, “Funds in Trust”)thereof, in such amounts as, in the aggregate, as will be sufficient (in the case of clause (y)sufficient, in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm)accountants, to pay and discharge the principal of, premium, if any, and interest on the outstanding Notes on the Stated Maturity (stated date for payment thereof or on the applicable redemption date (such date being referred to date, as the “Defeasance Redemption Date”)case may be, if at of such principal or prior to electing either Legal Defeasance installment of principal of or Covenant Defeasance, interest on the Notes; PROVIDED that the Trustee shall have received an irrevocable written order from the Company has delivered instructing the Trustee to apply such U.S. Legal Tender or the proceeds of such U.S. Government Obligations to said payments with respect to the Trustee an irrevocable notice to redeem all of the outstanding Notes on the Defeasance Redemption Date)Notes; (b) in the case of Legal Defeasancean election under Section 8.2(b) hereof, the Company shall have delivered to the Trustee an opinion Opinion of independent counsel Counsel in the United States stating 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 Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion Opinion of independent counsel in the United States Counsel 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 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 such Legal Defeasance had not occurred; (c) in the case of Covenant Defeasancean election under Section 8.2(c) hereof, the Company shall have delivered to the Trustee an opinion Opinion of independent counsel Counsel in the United States reasonably acceptable to the effect Trustee confirming 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 such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default or event which with notice or lapse of time or both would become a Default or an Event of Default 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 the proceeds of which will be used to defease the Notes pursuant to this Article VIII concurrently with such incurrence) or insofar as Sections 6.1(f) and 6.1(g) hereof are to be applied to concerned, at any time in the period ending on the 91st day after the date of such deposit); (e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, of or constitute a Default underdefault under this Indenture, the Senior Credit Facility or any other material agreement or instrument to which the Company, any Guarantor Company or any Restricted Subsidiary of its Subsidiaries is a party or by which the Company, any Guarantor Company or any Restricted Subsidiary of its Subsidiaries is bound (other than this Indenture)bound; (f) the Company shall have delivered to the Trustee an Officers’ ' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders or over any Guarantee over the other creditors of the Company or any Guarantor with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or any Guarantor; andothers; (g) the Company will shall have delivered to the Trustee an Officers’ ' Certificate and an opinion Opinion of independent counselCounsel, each stating that all conditions precedent provided for or relating to either the Legal Defeasance or the Covenant Defeasance, as the case may be, Defeasance have been complied with; and (h) 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 date of deposit and that no Holder is an insider of the Company, after the 91st day following the date of deposit, the trust funds will not be subject to the effect of any applicable Bankruptcy Laws affecting creditors' rights generally. Notwithstanding the foregoing, the Opinion of Counsel required by clause (b) above of this Section 8.3 need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable -82- on the Maturity Date 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 8.2 or 8.03 8.3 hereof to the outstanding Notes: In order to exercise either legal defeasance or covenant defeasance: (a1) the Company shall Issuer must irrevocably have irrevocably deposited or caused to be deposited with the Trustee, Trustee as trust funds in trusttrust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, to the benefit benefits of the Holders of such Notes (xwithout reinvestment): (A) cash money in United States dollars an amount, or (yB) cash U.S. government obligations which through the scheduled payment of principal and interest in United States dollarsrespect thereof in accordance with their terms will provide, U.S. Government Obligations not later than the due date of any payment, money in an amount or (C) a combination thereof (thereof, in each case, “Funds in Trust”), in such amounts as, in the aggregate, will be case sufficient (in the case of clause (y)without reinvestment, in the opinion of a nationally recognized firm of independent public accountants or expressed in a nationally recognized investment banking firm)written certification thereof delivered to the Trustee, to pay and discharge discharge, and which shall be applied by the Trustee to pay and discharge, the entire indebtedness in respect of the principal of, of and premium, if any, and interest on the outstanding such Notes on the Stated Maturity thereof or (or if the applicable redemption date (such date being referred to as the “Defeasance Redemption Date”), if at or prior to electing either Legal Defeasance or Covenant Defeasance, the Company Issuer has delivered made irrevocable arrangements satisfactory to the Trustee an irrevocable for the giving of notice to redeem all of redemption by the Trustee in the name and at the expense of the outstanding Notes on Issuer) the Defeasance Redemption Date)redemption date thereof, as the case may be, in accordance with the terms of this Indenture and such Notes; (b2) in the case of Legal Defeasancelegal defeasance, the Company Issuer shall have delivered to the Trustee an opinion Opinion of independent counsel in the United States Counsel stating that (iA) the Company Issuer 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 United States federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion of independent counsel in the United States shall confirm that, the Holders and beneficial owners of the outstanding such Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of the deposit, legal defeasance and discharge to be effected with respect to such Legal Defeasance Notes and will be subject to United States federal income tax on the same amountsamount, in the same manner and at the same times as would have been be the case if such Legal Defeasance had deposit, legal defeasance and discharge were not occurredto occur; (c3) in the case of Covenant Defeasancecovenant defeasance, the Company Issuer shall have delivered to the Trustee an opinion Opinion of independent counsel in the United States Counsel to the effect that the Holders and beneficial owners of the such outstanding Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of the deposit and covenant defeasance to be effected with respect to such Covenant Defeasance Notes 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 such Covenant Defeasance had deposit and covenant defeasance were not occurredto occur; (d4) no Default or Event of Default with respect to the outstanding Notes shall have occurred and be continuing on at the date time of such deposit after giving effect thereto (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 funds to be applied to such depositdeposit and the grant of any Lien to secure such borrowing); (e5) such Legal Defeasance legal defeasance or Covenant Defeasance covenant defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the TIA (assuming all Notes are in default within the meaning of the TIA); (6) 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 material instrument (other than this Indenture) to which the Company, any Guarantor or any Restricted Subsidiary Company is a party or by which the Company, any Guarantor or any Restricted Subsidiary Company is bound (other than this Indenture);bound; and (f7) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders or any Guarantee over the other creditors of the Company or any Guarantor with the intent of defeating, hindering, delaying or defrauding creditors of the Company or any Guarantor; and (g) the Company will have delivered to the Trustee an Officers’ Certificate and an opinion Opinion of independent counselCounsel, each stating that all conditions precedent relating with respect to either the Legal Defeasance such legal defeasance or the Covenant Defeasance, as the case may be, covenant defeasance have been complied withwith and such legal or covenant defeasance is authorized and permitted by the terms hereof Notwithstanding the foregoing, the Opinion of Counsel required by clause (2) above with respect to a legal defeasance need not to be delivered if all Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable, or (y) will become due and payable at Stated Maturity 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 1202 or 8.03 Section 1203 to the outstanding Outstanding Notes: (a1) the Company shall have must irrevocably deposited or caused to be deposited deposit with the Trustee, in trust, specifically pledged as security for, and dedicated solely to, for the benefit of the Holders (x) cash pursuant to an irrevocable trust and security agreement in United States form and substance reasonably satisfactory to the Trustee, U.S. dollars in immediately available funds or (y) cash in United States dollars, U.S. Government Obligations for the payment of which obligation or guarantee the full faith and credit of the United States of America is pledged or a combination thereof (in each casethereof, “Funds in Trust”), maturing as to principal and interest in such amounts asand at such times as are sufficient, without consideration of the reinvestment of such interest and principal and after payment of all federal, state and local taxes or other charges or assessments in respect thereof payable by the aggregate, will be sufficient (in the case of clause (y)Trustee, in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm)or financial advisory firm selected by the Company, expressed in a written certification thereof (in form and substance reasonably satisfactory to the Trustee) delivered to the Trustee, to pay and discharge the principal of, premium, if any, and interest on all the outstanding Notes on the Stated Maturity (or dates on which any such payments are due and payable in accordance with the applicable redemption date (such date being referred to as the “Defeasance Redemption 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 terms of this Indenture and of the outstanding Notes on the Defeasance Redemption Date)Notes; (b2) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an opinion Opinion of independent counsel Counsel in the United States stating 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 Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion Opinion of independent counsel in the United States Counsel 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 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 such Legal Defeasance had not occurred; (c3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an opinion Opinion of independent counsel Counsel in the United States reasonably acceptable to the effect Trustee confirming 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 such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default 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 funds to be applied to such deposit); (e5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, of or constitute a Default under, default under this Indenture or any other material agreement or instrument to which the Company, any Guarantor Company or any Restricted Subsidiary of its Subsidiaries is a party or by which the Company, any Guarantor Company or any Restricted Subsidiary of its Subsidiaries is bound (other than this Indenture)bound; (f6) the Company shall have delivered to the Trustee an Officers’ Certificate Officer’s certificate stating that the deposit was not made by the Company with the intent of preferring the Holders or over any Guarantee over the other creditors of the Company or any Guarantor with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or any Guarantorothers; and (g7) the The Company will shall have delivered to the Trustee an Officers’ Officer’s Certificate and an opinion Opinion of independent counselCounsel, each stating to the effect that all conditions precedent provided for in this Section 1204 relating to either the Legal Defeasance under Section 1202 or the Covenant DefeasanceDefeasance under Section 1203, as the case may be, have been complied with. In rendering such Opinion of Counsel, counsel may rely on an Officer’s Certificate as to compliance with the foregoing clauses (1), (2) and (3) of this Section 1204 or as to any matters of fact. Upon any redemption that requires the payment of the 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 Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee at least two (2) Business Days prior to the redemption date that confirms that such Applicable Premium Deficit shall be applied toward such redemption. Notwithstanding the foregoing, an Opinion of Counsel required by the clause (2) of this Section 1204 with respect to Legal Defeasance need not be delivered if all of the Notes not theretofore delivered to the Paying Agent for cancellation (x) have become due and payable or (y) will become due and payable at their Stated Maturity within one year under arrangements satisfactory to the Paying Agent and the Trustee for the giving of notice of redemption by the Paying Agent 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 9.2 or 8.03 Section 9.3 hereof to the outstanding Notes: (a1) the Company shall must irrevocably have irrevocably deposited or caused to be deposited with the Trustee, Trustee (or another trustee satisfying the requirements of Section 7.10 hereof who shall agree to comply with the provisions of this Article IX applicable to it) as trust funds in trusttrust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, to the benefit benefits of the Holders of such Notes: (xA) cash money in United States dollars an amount, or (yB) cash in United States dollars, U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof (thereof, in each case, “Funds in Trust”), in such amounts as, in the aggregate, will be case sufficient (in the case of clause (y)without reinvestment, in the opinion of a nationally recognized firm of independent public accountants or expressed in a nationally recognized investment banking firm)written certification thereof delivered to the Trustee, to pay and discharge discharge, and which shall be applied by the principal Trustee (or other qualifying trustee) to pay and discharge, the entire indebtedness in respect of the principal, Change of Control Purchase Price or Excess Cash Flow Purchase Price of, premiumand accrued interest on, if any, and interest on the outstanding such Notes on the Stated Maturity (or thereof in accordance with the applicable redemption date (terms of this Indenture and such date being referred to as the “Defeasance Redemption 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 the Defeasance Redemption Date)Notes; (b2) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an opinion Opinion of independent counsel in the United States Counsel stating that (A) the Company have received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the Holders of such Notes will not recognize gain or loss for federal income tax purposes as a result of the Legal Defeasance to be effected with respect to such Notes and will be subject to federal income tax on the same amount, in the same manner and at the same times as would be the case if such Legal Defeasance were not to occur; (3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel (i) to the effect that the Holders of such outstanding Notes will not recognize gain or loss for federal income tax purposes as a result of the Covenant Defeasance to be effected with respect to such Notes and will be subject to federal income tax on the same amount, in the same manner and at the same times as would be the case if such Covenant Defeasance were not to occur or (ii) that 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, in either case to the effect that, and based thereon such opinion foregoing effect; (4) no Default or Event of independent counsel in the United States shall confirm that, the Holders and beneficial owners of Default with respect to the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result shall have occurred and be continuing at the time of such Legal Defeasance and will be subject to federal income tax on the same amountsdeposit after giving effect thereto or, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in the case of Covenant Legal Defeasance, either: (A) the Company shall have delivered to the Trustee an opinion Opinion of independent counsel in the United States Counsel to the effect that, based upon existing precedents, if the matter were properly briefed, a court should hold that the Holders and beneficial owners deposit of moneys and/or U.S. Government Obligations as provided in clause (1) of this Section 9.4 would not constitute a preference voidable under Section 547 or 548 of the outstanding Notes will not recognize income, gain federal bankruptcy laws; or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (dB) no Default or Event of Default relating to bankruptcy or insolvency shall have occurred and be continuing at any time on or prior to the 91st day after 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 it being understood that this condition shall not be deemed satisfied until after such Indebtedness or other borrowing, all or a portion of which are to be applied to such deposit91st day); (e5) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the TIA (assuming all Notes are in default within the meaning of such Act); (6) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a Default default under, any material other agreement or instrument to which the Company, any Guarantor or any Restricted Subsidiary Company is a party or by which the Company, any Guarantor or any Restricted Subsidiary it is bound (other than this Indenture)bound; (f7) 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 Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder; and (8) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders or any Guarantee over the other creditors of the Company or any Guarantor with the intent of defeating, hindering, delaying or defrauding creditors of the Company or any Guarantor; and (g) the Company will have delivered to the Trustee an Officers’ ' Certificate and an opinion Opinion of independent counselCounsel, each stating that all conditions precedent relating with respect to either the such Legal Defeasance or the Covenant Defeasance, as the case may be, Defeasance have been complied with.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 1302 or 8.03 Section 1303 to the outstanding Outstanding Notes: (a1) the Company Issuer shall irrevocably have irrevocably deposited or caused to be 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) as trust funds in trusttrust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, to the benefit of the Holders of such Notes: (xA) cash in United States dollars U.S. dollars, or (yB) cash in United States dollarsnon-callable Government Securities, U.S. Government Obligations or (C) a combination thereof (in each case, “Funds in Trust”without consideration of any reinvestment of interest), in such amounts as, in the aggregate, as will be sufficient (in the case of clause (y)sufficient, in the opinion of a nationally recognized firm of independent public accountants or (solely with respect to a nationally recognized investment banking firmdeposit of assets other than cash in U.S. dollars), to pay and discharge discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, of (and premium, if any, ) and interest on the outstanding Outstanding Notes on the Stated Maturity (or the applicable redemption date (such date being referred to as the “Defeasance Redemption Date”), if at applicable) of such principal (and premium, if any) or, interest due on the Notes; provided that the Trustee shall have been irrevocably instructed to apply such cash or prior the proceeds of such Government Securities to electing either Legal Defeasance or Covenant Defeasancesaid payments with respect to the Notes. Before such a deposit, the Company has delivered may give to the Trustee an irrevocable Trustee, in accordance with Section 1103 hereof, a notice of its election to redeem all of the outstanding 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; provided that upon any redemption that requires the payment of the 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 Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the Redemption Date (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the Defeasance Redemption Date). Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee (upon which the Trustee may conclusively rely) 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, the Company Issuer shall have delivered to the Trustee an opinion Opinion of independent counsel Counsel in the United States stating that confirming that, subject to customary assumptions and exclusions, (iA) the Company Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling or ruling, or (iiB) since the Issue Dateissuance of the Notes, there has been a change in the applicable federal U.S. Federal income tax law, in either case to the effect that, and based thereon such opinion Opinion of independent counsel Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders and beneficial owners of the outstanding Outstanding Notes will not recognize income, gain or loss for federal U.S. Federal income tax purposes as a result of 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 such Legal Defeasance had not occurred; (c3) (x) in the case of Covenant Defeasance, the Company Issuer shall have delivered to the Trustee an opinion Opinion of independent counsel Counsel in the United States confirming that, subject to customary assumptions and exclusions, the effect that the Holders and beneficial owners of the outstanding Outstanding Notes will not recognize income, gain or loss for federal U.S. Federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; and (y) in the case of Covenant Defeasance or Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in Canada confirming that the beneficial owners will not recognize income, gain or loss for Canadian federal tax purposes as a result of such Covenant Defeasance or Legal Defeasance and will be subject to Canadian federal tax on the same amounts and in the same manner and at the same times as would have been the case if such Covenant Defeasance or Legal 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) 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) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a Default under, default under the Senior Credit Facilities or any other material agreement or instrument (other than this Indenture) to which which, the Company, Issuer or any Guarantor or any Restricted Subsidiary is a party or by which the Company, Issuer or any Guarantor or any Restricted Subsidiary is bound (other than this Indenture)bound; (f6) the Company Issuer shall have delivered to the Trustee an Officers’ Officer’s Certificate stating that the deposit was not made by the Company Issuer with the intent of preferring the Holders or over any Guarantee over the of its other creditors of the Company or any Guarantor with the intent of defeating, hindering, delaying or defrauding any creditors of the Company Issuer or any GuarantorGuarantor or others; and (g7) the Company will Issuer shall have delivered to the Trustee an Officers’ Officer’s Certificate and an opinion Opinion of independent 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 either the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 8.2 or 8.03 8.3 hereof to the outstanding Notes: In order to exercise either legal defeasance or covenant defeasance: (a1) the Company shall Issuer must irrevocably have irrevocably deposited or caused to be deposited with the Trustee, Trustee as trust funds in trusttrust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, to the benefit benefits of the Holders of such Notes: (xA) cash money in United States dollars an amount, or (yB) cash U.S. government obligations which through the scheduled payment of principal and interest in United States dollarsrespect thereof in accordance with their terms will provide, U.S. Government Obligations not later than the due date of any payment, money in an amount or (C) a combination thereof (thereof, in each case, “Funds in Trust”), in such amounts as, in the aggregate, will be case sufficient (in the case of clause (y)without reinvestment, in the opinion of a nationally recognized firm of independent public accountants or expressed in a nationally recognized investment banking firm)written certification thereof delivered to the Trustee, to pay and discharge discharge, and which shall be applied by the Trustee to pay and discharge, the entire indebtedness in respect of the principal of, of and premium, if any, and interest on the outstanding such Notes on the Stated Maturity thereof or (or if the applicable redemption date (such date being referred to as the “Defeasance Redemption Date”), if at or prior to electing either Legal Defeasance or Covenant Defeasance, the Company Issuer has delivered made irrevocable arrangements satisfactory to the Trustee an irrevocable for the giving of notice to redeem all of redemption by the Trustee in the name and at the expense of the outstanding Notes on Issuer) the Defeasance Redemption Date)redemption date thereof, as the case may be, in accordance with the terms of this Indenture and such Notes; (b2) in the case of Legal Defeasancelegal defeasance, the Company Issuer shall have delivered to the Trustee an opinion Opinion of independent counsel in the United States Counsel stating that (iA) the Company Issuer 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 United States federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion of independent counsel in the United States shall confirm that, the Holders and beneficial owners of the outstanding such Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of the deposit, legal defeasance and discharge to be effected with respect to such Legal Defeasance Notes and will be subject to United States federal income tax on the same amountsamount, in the same manner and at the same times as would have been be the case if such Legal Defeasance had deposit, legal defeasance and discharge were not occurredto occur; (c3) in the case of Covenant Defeasancecovenant defeasance, the Company Issuer shall have delivered to the Trustee an opinion Opinion of independent counsel in the United States Counsel to the effect that the Holders and beneficial owners of the such outstanding Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of the deposit and covenant defeasance to be effected with respect to such Covenant Defeasance Notes 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 such Covenant Defeasance had deposit and covenant defeasance were not occurredto occur; (d4) no Default or Event of Default with respect to the outstanding Notes shall have occurred and be continuing on at the date time of such deposit after giving effect thereto (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 funds to be applied to such depositdeposit and the grant of any Lien to secure such borrowing); (e5) such Legal Defeasance legal defeasance or Covenant Defeasance covenant defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the TIA (assuming all Notes are in default within the meaning of the TIA); (6) 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 material instrument (other than this Indenture) to which the Company, any Guarantor or any Restricted Subsidiary Company is a party or by which the Company, any Guarantor or any Restricted Subsidiary Company is bound (other than this Indenture);bound; and (f7) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders or any Guarantee over the other creditors of the Company or any Guarantor with the intent of defeating, hindering, delaying or defrauding creditors of the Company or any Guarantor; and (g) the Company will have delivered to the Trustee an Officers’ Certificate and an opinion Opinion of independent counselCounsel, each stating that all conditions precedent relating with respect to either the Legal Defeasance such legal defeasance or the Covenant Defeasance, as the case may be, covenant defeasance have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause (2) above with respect to a legal defeasance need not to be delivered if all Notes not therefore delivered to the Trustee for cancellation (x) have become due and payable, or (y) will become due and payable at Stated Maturity 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 In order to the application of elect to exercise its rights under either Section 8.02 or Section 8.03 to the outstanding Noteshereof: (a) In order to exercise either defeasance option, the Company shall have Issuer (i) must irrevocably deposited or caused to be deposited deposit in trust (the “defeasance trust”) with the Trustee, in trust, specifically pledged Trustee (or another entity designated or appointed (as security for, and dedicated solely to, agent) by the benefit of the Holders (xTrustee for this purpose) cash in United States dollars euro or (y) cash in United States dollars, U.S. European Government Obligations or a combination thereof (in each case, “Funds in Trust”), in such amounts as, in for the aggregate, will be sufficient (in the case payment of clause (y), in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm), to pay and discharge the principal ofprincipal, premium, if any, and interest on the outstanding Notes on the Stated Maturity (to redemption or the applicable redemption date (such date being referred to maturity, as the case may be; provided, that upon any redemption that requires the payment of the 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 Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Defeasance Redemption DateApplicable Premium Deficit”), if at ) only required to be deposited with the Trustee on or prior to electing either Legal Defeasance or Covenant Defeasance, the Company has date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee an irrevocable notice to redeem all simultaneously with the deposit of the outstanding Notes on the Defeasance Redemption Date); (b) in the case of Legal Defeasancesuch Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption, the Company shall have delivered to the Trustee an opinion of independent counsel in the United States stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or and (ii) since must deliver to the Issue DateTrustee: (1) an Opinion of Counsel, there has been a change in the applicable federal income tax lawsubject to customary assumptions and exclusions, in either case to the effect that, and based thereon such opinion of independent counsel in the United States shall confirm that, the that 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 such Legal Defeasance deposit and defeasance and will be subject to U.S. federal income tax on the same amounts, amounts and in the same manner and at the same times as would have been the case if such Legal Defeasance deposit and defeasance had not occurred; occurred (c) and in the case of Covenant DefeasanceLegal Defeasance only, the Company shall have delivered to the Trustee an opinion such Opinion of independent counsel in the United States to the effect that the Holders and beneficial owners Counsel must be based on a ruling of the outstanding Notes will not recognize income, gain U.S. Internal Revenue Service or loss for change in applicable U.S. federal income tax purposes as a result law since the issuance of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default 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 depositNotes); (e2) 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 to which the Company, any Guarantor or any Restricted Subsidiary is a party or by which the Company, any Guarantor or any Restricted Subsidiary is bound (other than this Indenture); (f) the Company shall have delivered to the Trustee an Officers’ Officer’s Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders or any Guarantee over the other creditors of the Company or any Guarantor Issuer with the intent of defeating, hindering, delaying delaying, defrauding or defrauding preferring any creditors of the Company or any GuarantorIssuer; and (g3) the Company will have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel (which opinion of independent counselcounsel may be subject to customary assumptions and exclusions), each stating that all conditions precedent provided for or relating to either the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 1302 or 8.03 Section 1303 to the outstanding Outstanding Notes: (a1) the The Company shall irrevocably have irrevocably deposited or caused to be 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) as trust funds in trusttrust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, to the benefit of the Holders of such Notes (xA) cash in United States dollars U.S. dollars, or (yB) cash in United States dollarsnon-callable Government Securities, U.S. Government Obligations or (C) a combination thereof (in each case, “Funds in Trust”)thereof, in such amounts as, in the aggregate, as will be sufficient (in the case of clause (y)sufficient, in the opinion of a nationally recognized firm of independent public accountants or expressed in a nationally recognized investment banking firm)written certification thereof delivered to the Trustee, to pay and discharge discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, of (and premium, if any, ) and interest on the outstanding Outstanding Notes on at the Stated Maturity (or the applicable redemption date (such date being referred to as the “Defeasance Redemption Date”), if at applicable and so indicated to the Trustee in writing); provided that the Trustee shall have been irrevocably instructed to apply such cash or prior the proceeds of such Government Securities or combination thereof to electing either Legal Defeasance or Covenant Defeasancesaid payments with respect to the Notes. Before such a deposit, the Company has delivered may give to the Trustee an irrevocable Trustee, in accordance with Section 1103 hereof, a notice of its election to redeem all of the outstanding Outstanding Notes on 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 Defeasance Redemption Date)foregoing; (b2) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an opinion Opinion of independent counsel in Counsel reasonably acceptable to the United States Trustee stating that 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 Dateissuance of the Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such opinion Opinion of independent counsel in the United States Counsel shall confirm state that, subject to customary assumptions and exclusions, the Holders and beneficial owners of the outstanding Outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an opinion Opinion of independent counsel in the United States Counsel reasonably acceptable to the effect that Trustee stating that, subject to customary assumptions and exclusions, the Holders and beneficial owners of the outstanding Outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (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 Indebtedness, 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) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a Default under, default under the Senior Credit Facilities or any other material agreement or instrument (other than this Indenture) to which which, the Company, Company or any Guarantor or any Restricted Subsidiary is a party or by which the Company, Company or any Guarantor or any Restricted Subsidiary is bound (other than this Indenturethat 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 Liens in connection therewith); (f6) the Company shall have delivered to the Trustee an Officers’ Opinion of Counsel stating that, as of the date of such opinion and subject to customary assumptions and exclusions following the deposit, the trust funds will not be subject to the effect of Section 547 of Title 11 of the United States Code; (7) the Company 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 defeating, hindering, delaying or defrauding any Guarantee over the other creditors of the Company or any Guarantor with the intent of defeating, hindering, delaying or defrauding creditors of the Company or any Guarantorothers; and (g) 8) the Company will shall have delivered to the Trustee an Officers’ Officer’s Certificate and an opinion Opinion of independent 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 either the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 13.02 or 8.03 Section 13.03 to the outstanding Outstanding Notes: (a1) the Company shall irrevocably have irrevocably deposited or caused to be deposited with the Trustee, Trustee (or another trustee satisfying the requirements of Section 6.08 who shall agree to comply with the provisions of this Article Thirteen applicable to it) in trust, specifically pledged as security for, and dedicated solely to, trust for the benefit of the Holders of such Notes; (xA) cash in United States dollars U.S. dollars, or (yB) cash in United States dollarsnon-callable Government Securities, U.S. Government Obligations or (C) a combination thereof (in each case, “Funds in Trust”)thereof, in such amounts as, in the aggregate, will as shall be sufficient (in the case of clause (y)sufficient, in the opinion of a nationally recognized firm of independent public accountants to pay, and which shall be applied by the Trustee (or a nationally recognized investment banking firm)other qualifying trustee) to pay, to pay and discharge the principal of, premium, if any, and interest due on the outstanding Outstanding Notes on the Stated Maturity (or Redemption Date, as the case may be; provided that the Trustee shall have been irrevocably instructed to apply such cash or the applicable redemption date (proceeds of such date being referred Government Securities to as said payments with respect to the “Defeasance Redemption Date”), if at or prior to electing either Legal Defeasance or Covenant DefeasanceNotes; before such a deposit, the Company has delivered may give to the Trustee an irrevocable Trustee, in accordance with Section 11.04 hereof, a notice of its election to redeem all of the outstanding Outstanding Notes on 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 Defeasance Redemption Date)foregoing; (b2) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an opinion Opinion of independent counsel Counsel in the United States stating that 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 Dateissuance of the Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such opinion Opinion of independent counsel Counsel in the United States shall confirm 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 U.S. federal income tax purposes as a result of 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 such Legal Defeasance had not occurred; (c3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an opinion Opinion of independent counsel Counsel in the United States confirming that, subject to customary assumptions and exclusions, the effect that the Holders and beneficial owners of the outstanding Outstanding Notes will shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will shall 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 such Covenant Defeasance had not occurred; (d4) no Default or Event (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Default Liens in connection therewith) 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) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a Default under, default under any Credit Facility or any other material agreement or instrument (other than this Indenture) to which which, the Company, Company or any Guarantor or any Restricted Subsidiary is a party or by which the Company, Company or any Guarantor or any Restricted Subsidiary is bound (other than this Indenture)bound; (f6) the Company shall have delivered to the Trustee an Officers’ Officer’s Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders defeating, hindering, delaying or defrauding any Guarantee over the other creditors of the Company or any Guarantor with the intent of defeating, hindering, delaying or defrauding creditors of the Company or any Guarantorothers; and (g7) the Company will shall have delivered to the Trustee an Officers’ Officer’s Certificate and an opinion Opinion of independent 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 relating to either the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause (2) above with respect to Legal Defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (A) have become due and payable by reason of the making of a notice of redemption or otherwise, (B) will become due and payable within one year or (C) are to be called 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 9.2 or 8.03 Section 9.3 hereof to the outstanding Notes: (a1) the Company shall Issuers must irrevocably have irrevocably deposited or caused to be deposited with the Trustee, Trustee (or another trustee satisfying the requirements of Section 7.10 hereof who shall agree to comply with the provisions of this Article IX applicable to it) as trust funds in trusttrust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, to the benefit benefits of the Holders of such Notes: (xA) cash money in United States dollars an amount, or (yB) cash in United States dollars, U.S. Government Obligations Obligations, which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof (thereof, in each case, “Funds in Trust”), in such amounts as, in the aggregate, will be case sufficient (in the case of clause (y)without reinvestment, in the opinion of a nationally recognized firm of independent public accountants or expressed in a nationally recognized investment banking firm)written certification thereof delivered to the Trustee, to pay and discharge discharge, and which shall be applied by the principal ofTrustee (or other qualifying trustee) to pay and discharge, the entire indebtedness in respect of the principal, premium, if any, Redemption Price of, and accrued interest on the outstanding on, such Notes on the Stated Maturity thereof or (or if the applicable redemption date (such date being referred to as the “Defeasance Redemption Date”), if at or prior to electing either Legal Defeasance or Covenant Defeasance, the Company has delivered Issuers have made irrevocable arrangements satisfactory to the Trustee an irrevocable for the giving of notice to redeem all of redemption by the Trustee in the name and at the expense of the outstanding Notes on Issuers) the Defeasance Redemption Date)Date thereof, as the case may be, in accordance with the terms of this Indenture and such Notes; (b2) in the case of Legal Defeasance, the Company Issuers shall have delivered to the Trustee an opinion Opinion of independent counsel in the United States Counsel stating 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 Datedate of this Indenture, there has been a change in the applicable federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion of independent counsel in the United States shall confirm that, the Holders and beneficial owners of the outstanding such Notes will not recognize income, gain or loss for federal income tax purposes as a result of the Legal Defeasance, deposit and discharge to be effected with respect to such Legal Defeasance Notes 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 such Legal Defeasance had Defeasance, deposit and discharge were not occurredto occur; (c3) in the case of Covenant Defeasance, the Company Issuers shall have delivered to the Trustee an opinion Opinion of independent counsel in the United States Counsel to the effect that the Holders and beneficial owners of the such outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such the Covenant Defeasance to be effected with respect to such Notes 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 such Covenant Defeasance had were not occurredto occur; (d4) no Default or Event of Default with respect to the outstanding Notes shall have occurred and be continuing at the time of such deposit or, in the case of Legal Defeasance, either: (A) the Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that, based upon existing precedents, if the matter were properly briefed, a court should hold that the deposit of moneys and/or U.S. Government Obligations as provided in clause (1) of this Section 9.4 would not constitute a preference voidable under Section 547 or 548 of the federal bankruptcy laws; or (B) no Default or Event of Default relating to bankruptcy or insolvency shall have occurred and be continuing at any time on or prior to the 91st day after 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 it being understood that this condition shall not be deemed satisfied until after such Indebtedness or other borrowing, all or a portion of which are to be applied to such deposit91st day); (e5) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the TIA (assuming all Notes are in default within the meaning of such Act); (6) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a Default default under, any material other agreement or instrument to which either of the Company, any Guarantor or any Restricted Subsidiary Issuers is a party or by which the Company, any Guarantor or any Restricted Subsidiary it is bound (other than this Indenture)bound; (f7) 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 Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder; and (8) the Issuers shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders or any Guarantee over the other creditors of the Company or any Guarantor with the intent of defeating, hindering, delaying or defrauding creditors of the Company or any Guarantor; and (g) the Company will have delivered to the Trustee an Officers’ ' Certificate and an opinion Opinion of independent counselCounsel, each stating that all conditions precedent relating with respect to either the such Legal Defeasance or the Covenant Defeasance, as the case may be, Defeasance have been complied with.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 1302 or 8.03 Section 1303 to the outstanding Outstanding Notes: (a1) the Company Issuer shall irrevocably have irrevocably deposited or caused to be 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) as trust funds in trusttrust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, to the benefit of the Holders of such Notes; (xA) cash in United States dollars U.S. dollars, or (yB) cash in United States dollarsnon-callable Government Securities, U.S. Government Obligations or (C) a combination thereof (in each case, “Funds in Trust”without consideration of any reinvestment of interest), in such amounts as, in the aggregate, as will be sufficient (in the case of clause (y)sufficient, in the opinion of a nationally recognized firm of independent public accountants or (solely with respect to a nationally recognized investment banking firmdeposit of assets other than cash in U.S. dollars), to pay and discharge discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, of (and premium, if any, ) and interest on the outstanding Outstanding Notes on the Stated Maturity (or the applicable redemption date (such date being referred to as the “Defeasance Redemption Date”), if at applicable) of such principal (and premium, if any) or, interest due on the Notes; provided that the Trustee shall have been irrevocably instructed to apply such cash or prior the proceeds of such Government Securities to electing either Legal Defeasance or Covenant Defeasancesaid payments with respect to the Notes. Before such a deposit, the Company has delivered may give to the Trustee an irrevocable Trustee, in accordance with Section 1103 hereof, a notice of its election to redeem all of the outstanding 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; provided that upon any redemption that requires the payment of the 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 Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the Redemption Date (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the Defeasance Redemption Date). Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee (upon which the Trustee may conclusively rely) 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, the Company Issuer shall have delivered to the Trustee an opinion Opinion of independent counsel Counsel in the United States stating that confirming that, subject to customary assumptions and exclusions, (iA) the Company Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling or ruling, or (iiB) since the Issue Dateissuance of the Notes, there has been a change in the applicable federal U.S. Federal income tax law, in either case to the effect that, and based thereon such opinion Opinion of independent counsel Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders and beneficial owners holders of the outstanding Outstanding Notes will not recognize income, gain or loss for federal U.S. Federal income tax purposes as a result of 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 such Legal Defeasance had not occurred; (c) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an opinion of 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 such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default 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) 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 to which the Company, any Guarantor or any Restricted Subsidiary is a party or by which the Company, any Guarantor or any Restricted Subsidiary is bound (other than this Indenture); (f) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders or any Guarantee over the other creditors of the Company or any Guarantor with the intent of defeating, hindering, delaying or defrauding creditors of the Company or any Guarantor; and (g) the Company will have delivered to the Trustee an Officers’ Certificate and an opinion of independent counsel, each stating that all conditions precedent relating to either the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 9.02 or 8.03 9.03 hereof to the outstanding Notes: In order to exercise either Legal Defeasance or Covenant Defeasance: (a) the Company shall have must irrevocably deposited deposit or caused cause to be deposited with the Trustee, as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders (x) Holders, cash in United States dollars or (y) cash in United States U.S. dollars, or U.S. Government Obligations Obligations, or in the case of Covenant Defeasance, corporate obligations rated at least “A” by Standard & Poor’s Ratings Group or at least “A” by Xxxxx’x Investors Service, Inc. or a combination thereof (in each case, “Funds in Trust”)thereof, in such amounts as, in the aggregate, as will be sufficient (in the case of clause (y)sufficient, in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm)accountants, to pay and discharge the principal of, premium, if any, and interest on the outstanding Notes on the Stated Maturity thereof (or the applicable redemption date (such date being referred to as the “Defeasance Redemption Date”)upon redemption, if applicable) of such principal, premium, if any, or installment of interest; (b) no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or, insofar as an event of bankruptcy under clauses (g) or (h) of Section 6.01 hereof is concerned, at or prior to electing either any time during the period ending on the 91st day after the date of such deposit; (c) such Legal Defeasance or Covenant DefeasanceDefeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any material agreement or instrument to which the Company has delivered to the Trustee an irrevocable notice to redeem all of the outstanding Notes on the Defeasance Redemption Date)is a party or by which it is bound; (bd) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an opinion Opinion of independent counsel in the United States Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (ii) since the Issue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of independent counsel in the United States shall confirm that, the Holders and beneficial owners of the outstanding Notes of such series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance defeasance had not occurred;; and (ce) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an opinion Opinion of independent counsel in the United States Counsel to the effect that the Holders and beneficial owners of the outstanding Notes of such series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance defeasance had not occurred; (d) no Default or Event of Default 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) 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 to which the Company, any Guarantor or any Restricted Subsidiary is a party or by which the Company, any Guarantor or any Restricted Subsidiary is bound (other than this Indenture);; and (f) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders or any Guarantee over the other creditors of the Company or any Guarantor with the intent of defeating, hindering, delaying or defrauding creditors of the Company or any Guarantor; and (g) the Company will have delivered to the Trustee an Officers’ Certificate and an opinion Opinion of independent counselCounsel, each stating that all conditions precedent provided for relating to either the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 1202 or 8.03 Section 1203 to the outstanding Outstanding Notes: (a1) the Company shall have must irrevocably deposited or caused to be deposited deposit with the Trustee, in trust, specifically pledged as security for, and dedicated solely to, for the benefit of the Holders (x) cash pursuant to an irrevocable trust and security agreement in United States form and substance reasonably satisfactory to the Trustee, U.S. dollars in immediately available funds or (y) cash in United States dollars, U.S. Government Obligations for the payment of which obligation or guarantee the full faith and credit of the United States of America is pledged or a combination thereof (in each casethereof, “Funds in Trust”), maturing as to principal and interest in such amounts asand at such times as are sufficient, without consideration of the reinvestment of such interest and principal and after payment of all federal, state and local taxes or other charges or assessments in respect thereof payable by the aggregate, will be sufficient (in the case of clause (y)Trustee, in the opinion of a nationally recognized firm of independent public accountants or selected by the Company, expressed in a nationally recognized investment banking firm)written certification thereof (in form and substance reasonably satisfactory to the Trustee) delivered to the Trustee, to pay and discharge the principal of, premium, if any, and interest on all the outstanding Notes on the Stated Maturity (or dates on which any such payments are due and payable in accordance with the applicable redemption date (such date being referred to as the “Defeasance Redemption 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 terms of this Indenture and of the outstanding Notes on the Defeasance Redemption Date)Notes; (b2) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an opinion Opinion of independent counsel Counsel in the United States stating 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 Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion Opinion of independent counsel in the United States Counsel shall confirm that, the Holders and beneficial owners of the outstanding Notes holders will not recognize income, gain or loss for federal income tax purposes as a result of 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 such Legal Defeasance had not occurred; (c3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an opinion Opinion of independent counsel Counsel in the United States reasonably acceptable to the effect Trustee confirming that the Holders and beneficial owners of the outstanding Notes holders will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event insofar as Events of Default resulting from bankruptcy or insolvency events are concerned, at any time in the incurrence period ending on the 91st day after the date 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) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, of or constitute a Default under, default under this Indenture or any other material agreement or instrument to which the Company, any Guarantor Company or any Restricted Subsidiary of its Subsidiaries is a party or by which the Company, any Guarantor Company or any Restricted Subsidiary of its Subsidiaries is bound (other than this Indenture)bound; (f6) the Company shall have delivered to the Trustee an Officers’ Certificate Officer’s certificate stating that the deposit was not made by the Company with the intent of preferring the Holders or over any Guarantee over the other creditors of the Company or any Guarantor with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or any Guarantorothers; and (g7) the The Company will shall have delivered to the Trustee an Officers’ Officer’s Certificate and an opinion Opinion of independent counselCounsel, each stating to the effect that all conditions precedent provided for in this Section 1204 relating to either the Legal Defeasance under Section 1202 or the Covenant DefeasanceDefeasance under Section 1203, as the case may be, have been complied with. In rendering such Opinion of Counsel, counsel may rely on an Officer’s Certificate as to compliance with the foregoing clauses (1), (2) and (3) of this Section 1204 or as to any matters of fact. Upon any redemption that requires the payment of the 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 Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee at least two (2) business days prior to the redemption date that confirms that such Applicable Premium Deficit shall be applied toward such redemption. Notwithstanding the foregoing, an Opinion of Counsel required by the clause (2) of this Section 1204 with respect to Legal Defeasance need not be delivered if all of the Notes not theretofore delivered to the Paying Agent for cancellation (x) have become due and payable or (y) will become due and payable at their Stated Maturity within one year under arrangements satisfactory to the Paying Agent and the Trustee for the giving of notice of redemption by the Paying Agent 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 NotesNotes then outstanding: (a) the Company The Issuer shall irrevocably have irrevocably deposited or caused to be deposited with the Trustee, Trustee as trust funds in trusttrust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, to the benefit benefits of the Holders of such Notes, (xi) cash in United States dollars Dollars in an amount, or (yii) cash in United States dollars, U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (iii) a combination thereof (thereof, in each casecase sufficient, “Funds after payment of all Taxes imposed by any jurisdiction or other charges or assessments in Trust”), in such amounts as, in respect thereof payable by the aggregate, will be sufficient (in the case of clause (y)Trustee, in the opinion of a nationally recognized firm of independent public accountants or expressed in a nationally recognized investment banking firm)written certification thereof delivered to the Trustee, to pay and discharge discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of, premium, if any, of and any installment of interest coming due on the outstanding such Notes on through the Stated Maturity (thereof or the applicable redemption date (such date being referred to Redemption Date, as the “Defeasance Redemption Date”)case may be, if at or prior to electing either Legal Defeasance or Covenant Defeasance, in accordance with the Company has delivered to the Trustee an irrevocable notice to redeem all terms of the outstanding Notes on the Defeasance Redemption Date);this Indenture and such Notes. (b) in In the case event of Legal Defeasancean election to have Section 8.02 hereof apply to the Notes then outstanding, the Company Issuer shall have delivered to the Trustee an opinion Opinion of independent counsel Counsel in the United States reasonably acceptable to the Trustee stating that (i) the Company Issuer has received from, or there has been published by, the Internal Revenue 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, in either case of (i) or (ii) to the effect that, and based thereon such opinion of independent counsel in the United States shall confirm that, the Holders and beneficial owners of the outstanding such Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such the deposit, Legal Defeasance and discharge to be effected with respect to such Notes 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 be the case if such deposit, Legal Defeasance had and discharge were not occurred;to occur. (c) in In the case event of Covenant Defeasancean election to have Section 8.03 hereof apply to the Notes then outstanding, the Company Issuer shall have delivered to the Trustee an opinion Opinion of independent counsel in the United States Counsel reasonably acceptable to the effect Trustee confirming that the Holders and beneficial owners of the outstanding such Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such 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 be the case if such Covenant Defeasance had were not occurred;to occur. (d) no No Default or Event of Default with respect to the outstanding Notes shall have occurred and be continuing on at the date time of such deposit (other than a Default or Event of or 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 funds to be applied to such deposit) after giving effect thereto or, with respect to a Default or Event of Default specified in Section 6.01(l) or Section 6.01(m);, any time on or prior to the 185th calendar day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 185th calendar day). (e) such 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 for the purpose of this clause (e) that all Notes are in default within the meaning of the Trust Indenture Act). (f) 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 CompanyIssuer, the Guarantor any Subsidiary of the Guarantor or any Restricted Subsidiary is a party or by which the CompanyIssuer, any the Guarantor or any Restricted such Subsidiary is bound (other than this Indenture);bound. (fg) the Company The Issuer shall have delivered to the Trustee an Officers’ Officer’s Certificate stating that the deposit was not made by the Company Issuer with the intent of preferring the Holders or of Notes over any Guarantee over the other creditors of the Company Issuer or any Guarantor with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company Issuer or any Guarantor; andothers. (gh) 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 U.S. Investment Company will Act of 1940, as amended, unless such trust shall be registered under the U.S. Investment Company Act of 1940, as amended, or exempt from registration thereunder. (i) The Issuer shall have delivered to the Trustee an Officers’ Officer’s Certificate and an opinion Opinion of independent counselCounsel, each stating that all conditions precedent relating with respect to either the such Legal Defeasance or the Covenant Defeasance, as the case may be, Defeasance have been complied with.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 4.2 or 8.03 4.3 to the outstanding NotesOutstanding Securities: (a) the Company shall have has irrevocably deposited or caused to be irrevocably deposited with the Trustee, Trustee or another trustee as funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of Securities of such series (xi) cash in an amount, or (ii) direct obligations of the United States dollars of America or (y) cash in an agency or instrumentality thereof, backed by the full faith and credit of the United States dollars, of America or an agency or instrumentality thereof that are not callable at the issuer's option ("U.S. Government Obligations or a combination thereof (in each case, “Funds in Trust”Obligations"), maturing as to principal and interest, if any, at such times and in such amounts asas will insure the availability of cash, or (iii) a combination thereof, in the aggregate, will be sufficient (in the each case of clause (y)sufficient, in the opinion of a nationally recognized firm of independent public accountants or expressed in a nationally recognized investment banking firm)written certification thereof delivered to the Trustee, to pay and discharge (A) the principal of, premiumof and interest, if any, on all Securities of such series on each date that such principal or interest, if any, is due and interest payable, and (B) any mandatory sinking fund payments on the outstanding Notes dates on which such payments are due and payable in accordance with the Stated Maturity (or terms of this Indenture and the applicable redemption date (Securities of such date being referred to as the “Defeasance Redemption 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 the Defeasance Redemption Date)series; (b) in the case of Legal DefeasanceDefeasance under Section 4.2, the Company shall have has delivered to the Trustee an opinion Opinion of independent counsel in Counsel based on the United States stating fact that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (ii) ), since the Issue Datedate hereof, there has been a change in the applicable United States federal income tax law, in either case to the effect that, and based thereon such opinion of independent counsel in the 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 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 such Legal Defeasance had not occurred; (c) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an opinion of 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 such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default 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) 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 to which the Company, any Guarantor or any Restricted Subsidiary is a party or by which the Company, any Guarantor or any Restricted Subsidiary is bound (other than this Indenture); (f) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders or any Guarantee over the other creditors of the Company or any Guarantor with the intent of defeating, hindering, delaying or defrauding creditors of the Company or any Guarantor; and (g) the Company will have delivered to the Trustee an Officers’ Certificate and an opinion of independent counsel, each stating that all conditions precedent relating to either the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.Securities

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 8.2 or 8.03 8.3 hereof to the outstanding Notes: In order to exercise either legal defeasance or covenant defeasance: (a1) the Company shall Issuer must irrevocably have irrevocably deposited or caused to be deposited with the Trustee, Trustee as trust funds in trusttrust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, to the benefit benefits of the Holders of such Notes: (xA) cash money in United States dollars an amount, or (yB) cash U.S. government obligations which through the scheduled payment of principal and interest in United States dollarsrespect thereof in accordance with their terms will provide, U.S. Government Obligations not later than the due date of any payment, money in an amount or (C) a combination thereof (thereof, in each case, “Funds in Trust”), in such amounts as, in the aggregate, will be case sufficient (in the case of clause (y)without reinvestment, in the opinion of a nationally recognized firm of independent public accountants or expressed in a nationally recognized investment banking firm)written certification thereof delivered to the Trustee, to pay and discharge discharge, and which shall be applied by the Trustee to pay and discharge, the entire indebtedness in respect of the principal of, of and premium, if any, and interest on the outstanding such Notes on the Stated Maturity thereof or (or if the applicable redemption date (such date being referred to as the “Defeasance Redemption Date”), if at or prior to electing either Legal Defeasance or Covenant Defeasance, the Company Issuer has delivered made irrevocable arrangements satisfactory to the Trustee an irrevocable for the giving of notice to redeem all of redemption by the Trustee in the name and at the expense of the outstanding Notes on Issuer) the Defeasance Redemption Date)redemption date thereof, as the case may be, in accordance with the terms of this Indenture and such Notes; (b2) in the case of Legal Defeasancelegal defeasance, the Company Issuer shall have delivered to the Trustee an opinion Opinion of independent counsel in the United States Counsel stating that (iA) the Company Issuer 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 United States federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion of independent counsel in the United States shall confirm that, the Holders and beneficial owners of the outstanding such Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of the deposit, legal defeasance and discharge to be effected with respect to such Legal Defeasance Notes and will be subject to United States federal income tax on the same amountsamount, in the same manner and at the same times as would have been be the case if such Legal Defeasance had deposit, legal defeasance and discharge were not occurredto occur; (c3) in the case of Covenant Defeasancecovenant defeasance, the Company Issuer shall have delivered to the Trustee an opinion Opinion of independent counsel in the United States Counsel to the effect that the Holders and beneficial owners of the such outstanding Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of the deposit and covenant defeasance to be effected with respect to such Covenant Defeasance Notes 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 such Covenant Defeasance had deposit and covenant defeasance were not occurredto occur; (d4) no Default or Event of Default with respect to the outstanding Notes shall have occurred and be continuing on at the date time of such deposit after giving effect thereto (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 funds to be applied to such depositdeposit and the grant of any Lien to secure such borrowing); (e5) such Legal Defeasance legal defeasance or Covenant Defeasance covenant defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the TIA (assuming all Notes are in default within the meaning of the TIA); (6) 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 material instrument (other than this Indenture) to which the Company, any Guarantor or any Restricted Subsidiary Company is a party or by which the Company, any Guarantor or any Restricted Subsidiary Company is bound (other than this Indenture);bound; and (f7) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders or any Guarantee over the other creditors of the Company or any Guarantor with the intent of defeating, hindering, delaying or defrauding creditors of the Company or any Guarantor; and (g) the Company will have delivered to the Trustee an Officers’ Certificate and an opinion Opinion of independent counselCounsel, each stating that all conditions precedent relating with respect to either the Legal Defeasance such legal defeasance or the Covenant Defeasance, as the case may be, covenant defeasance have been complied withwith and such legal or covenant defeasance is authorized and permitted by the terms hereof Notwithstanding the foregoing, the Opinion of Counsel required by clause (2) above with respect to a legal defeasance need not to be delivered if all Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable, or (y) will become due and payable at Stated Maturity 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 Sections 8.4 or 8.03 8.5 hereof to the outstanding any Notes: (a) the The Company shall have irrevocably deposited or caused to be deposited irrevocably with the Trustee, Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Notes, with instructions to the Trustee as to the application thereof, (x) cash in United States dollars or (yA) cash in United States dollars, U.S. Government Obligations or a combination thereof (which through the payment of interest, if any, and principal in each caserespect of the Notes in accordance with their terms will provide, “Funds not later than one day before the due date of any payment referred to in Trust”this Section 8.6(a), money in such amounts asan amount sufficient, in the aggregate, will be sufficient (in the case of clause (y)without reinvestment, in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm)accountants, to pay and discharge, and which shall be applied by the Trustee to pay and discharge the principal of, premium, if any, and interest on the outstanding such Notes on the Stated Maturity (maturity of such principal or the applicable redemption date (installment of principal or interest. Before making such date being referred to as the “Defeasance Redemption Date”), if at or prior to electing either Legal Defeasance or Covenant Defeasancea deposit, the Company has delivered may make arrangements satisfactory to the Trustee an irrevocable notice to redeem all for the redemption or purchase of Notes at a future date or dates in accordance with Article III which shall be given effect in applying the outstanding Notes on the Defeasance Redemption Date);foregoing. (b) in In the case of Legal Defeasancean election under Section 8.4 hereof, the Company shall have delivered to the Trustee an opinion Opinion of independent counsel in Counsel to the United States stating effect 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, in either case to the effect that, and based thereon such opinion of independent counsel in the United States shall confirm that, the Holders and beneficial owners of the outstanding such Notes will not recognize income, gain or loss for federal Federal income tax purposes as a result of such Legal Defeasance defeasance and will be subject to federal Federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred. (c) In the case of an election under Section 8.5 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Notes will not recognize income, gain or loss for Federal income tax purposes as a result of such covenant defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance covenant defeasance had not occurred; (c) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an opinion of 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 such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;. (d) no No Default or Event of Default under this Indenture shall have occurred and be continuing on immediately after giving effect to 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 pursuant to be applied to such deposit);Section 8.6(a) above. (e) such Legal Defeasance Such defeasance or Covenant Defeasance covenant defeasance shall not cause the Trustee to have a conflicting interest with respect to any securities of the Company. (f) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default default under, any material agreement or instrument to which the Company, any Guarantor or any Restricted Subsidiary Company is a party or by which the Company, any Guarantor or any Restricted Subsidiary it is bound (other than this Indenture);bound. (fg) The Company shall have delivered to the Trustee an Opinion of Counsel to the effect that after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally. (h) The Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders or any Guarantee over the other creditors of the Company or any Guarantor with the intent of defeating, hindering, delaying or defrauding creditors of the Company or any Guarantor; and (g) the Company will have delivered to the Trustee an Officers’ ' Certificate and an opinion Opinion of independent counselCounsel, each stating that all conditions precedent relating under this Indenture to either the Legal Defeasance defeasance or the Covenant Defeasancecovenant defeasance, as the case may be, have been complied with.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 9.02 or 8.03 Section 9.03 to the outstanding Notes: (a1) the Company shall have Issuer must irrevocably deposited or caused to be deposited deposit with the Trustee, in trust, specifically pledged as security for, and dedicated solely to, for the benefit of the Holders (x) of the Notes issued under this Indenture, cash in United States dollars or (y) cash in United States dollarsU.S. Dollars, U.S. Government Obligations or a combination thereof (in each case, “Funds in Trust”)thereof, in such amounts as, in the aggregate, as will be sufficient (in the case of clause (y)with respect to any U.S. Government Obligations, in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firmaccountants, which opinion shall be delivered to the Trustee, and upon which the Trustee shall have no liability in relying), to pay and discharge the principal ofprincipal, premium, if any, and interest on the Notes outstanding Notes under this Indenture on the Stated Maturity (stated maturity or on the applicable redemption date (such date being referred to Redemption Date, as the “Defeasance case may be, and the Issuer must specify whether such Notes are being defeased to maturity or to a particular Redemption 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 the Defeasance Redemption Date); (b2) in the case of Legal Defeasance, the Company Issuer shall have delivered to the Trustee an opinion Opinion of independent counsel Counsel in the United States stating (upon which the Trustee shall have no liability in relying) confirming that (ia) the Company Issuer has 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 U.S. federal income tax law, in either case to the effect that, and based thereon such opinion Opinion of independent counsel in the United States Counsel shall confirm that, the Holders and beneficial owners holders of the Notes outstanding Notes under this Indenture will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c3) in the case of Covenant Defeasance, the Company Issuer shall have delivered to the Trustee an opinion Opinion of independent counsel Counsel in the United States to (upon which the effect Trustee shall have no liability in relying) confirming that the Holders and beneficial owners holders of the Notes outstanding Notes under this Indenture will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default 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 funds to be applied to 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; (e5) such Legal Defeasance or Covenant Defeasance shall will 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, any Guarantor Issuer or any Restricted Subsidiary of its Subsidiaries is a party or by which the Company, any Guarantor Issuer or any Restricted Subsidiary of its Subsidiaries is bound (other than this Indenture)bound; (f6) the Company shall have delivered Issuer must deliver to the Trustee an Officers’ Officer’s Certificate stating that the deposit was not made by the Company Issuer with the intent of preferring the Holders or any Guarantee of Notes issued under this Indenture over the other creditors of the Company or any Guarantor Issuer with the intent of defeating, hindering, delaying or defrauding creditors of the Company Issuer or any Guarantorothers; and (g7) the Company will have delivered Issuer must deliver to the Trustee an Officers’ Officer’s Certificate and an opinion Opinion of independent counselCounsel, each stating that all conditions precedent provided for relating to either the Legal Defeasance or the Covenant Defeasance, as the case may be, Defeasance have been complied with.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 to the outstanding Notes: (a) the Company shall have irrevocably deposited or caused to be deposited with the Trustee, in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders (x) cash in United States dollars or (y) cash in United States dollars, U.S. Government 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 clause (y), in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm), to pay and discharge the principal of, premium, if any, and interest on the outstanding Notes on the Stated Maturity (or the applicable redemption date (such date being referred to as the “Defeasance Redemption 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 the Defeasance Redemption Date); (b) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an opinion of 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 (iiB) since the Issue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of independent counsel in the 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 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 such Legal Defeasance had not occurred; (c) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an opinion of 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 such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default 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) 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 to which the Company, any Guarantor or any Restricted Subsidiary is a party or by which the Company, any Guarantor or any Restricted Subsidiary is bound (other than this Indenture); (f) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders or any Guarantee over the other creditors of the Company or any Guarantor with the intent of defeating, hindering, delaying or defrauding creditors of the Company or any Guarantor; and (g) the Company will have delivered to the Trustee an Officers’ Certificate and an opinion of independent counsel, each stating that all conditions precedent relating to either the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 8.02(b) or 8.03 8.02(c) to the outstanding NotesSecurities: (a) the Company shall have Issuer irrevocably deposited deposits, or caused causes to be deposited deposited, with the Trustee, in trust, specifically pledged as security for, and dedicated solely to, trust for the benefit of the Holders pursuant to an irrevocable trust and security agreement (xi) cash in United States dollars or U.S. Legal Tender, (yii) cash in United States dollars, U.S. Government Obligations or (iii) a combination thereof (in each case, “Funds in Trust”)thereof, in such amounts asan amount sufficient after payment of all federal, state and local taxes or other charges or assessments in respect thereof payable by the aggregateTrustee, which through the payment of interest and principal will be provide, not later than one day before the due date of payment in respect of the Securities, U.S. Legal Tender in an amount which is sufficient (in the case of clause (y), in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm), to pay and discharge the principal of, premium, if any, and interest on the Securities then outstanding Notes on the Stated Maturity dates on which any such payments are due and payable in accordance with the terms of this Indenture and of the Securities (with the sufficiency of such amount to be based on the advice of a nationally recognized investment banking firm or the applicable redemption date (such date being referred to as the “Defeasance Redemption Date”), if at or prior to electing either Legal Defeasance or Covenant Defeasance, the Company has firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee an irrevocable notice to redeem all if such deposit includes any U.S. Government Obligations); provided, however, that (i) the trustee of the outstanding Notes on irrevocable trust shall have been irrevocably instructed to pay such money or the Defeasance Redemption Date)proceeds of such U.S. Government Obligations to the Trustee; and (ii) the Trustee shall have been irrevocably instructed to apply such U.S. Legal Tender or the proceeds of such U.S. Government Obligations to the payment of said principal, premium, if any, and interest with respect to the Securities; (b) in the case of Legal Defeasance, the Company Issuer shall have delivered to the Trustee an opinion Opinion of Counsel from independent counsel in reasonably satisfactory to the United States stating that (i) the Company has received from, Trustee or there has been published by, a tax ruling from the Internal Revenue Service a ruling or (ii) since the Issue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of independent counsel in the United States shall confirm that, 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 such deposit and Legal Defeasance and will be subject to federal income tax on in the same amounts, amounts and in the same manner and at the same times as would have been the case if such deposit and Legal Defeasance had not occurred; (c) in the case of Covenant Defeasance, the Company Issuer shall have delivered to the Trustee an opinion Opinion of independent counsel Counsel in the United States to the effect confirming 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 such deposit and Covenant Defeasance and will be subject to federal income tax on at the same amounts, amounts and in the same manner and at the same times as would have been the case if such deposit and Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default with respect to this Indenture 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 will be used to be applied to defease the Securities concurrently with such depositincurrence); (e) such Legal Defeasance or Covenant Defeasance shall not result in a breach default under this Indenture or violation of, or constitute a Default under, any other material agreement or instrument to which the Company, any Guarantor Issuer or any Restricted Subsidiary the Company is a party or by which the Company, any Guarantor Issuer or any Restricted Subsidiary the Company is bound (other than this Indenture);bound; and (f) the Company Issuer shall have delivered to the Trustee an Officers’ Officer’s Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders or any Guarantee over the other creditors of the Company or any Guarantor with the intent of defeating, hindering, delaying or defrauding creditors of the Company or any Guarantor; and (g) the Company will have delivered to the Trustee an Officers’ Certificate Issuer and an opinion Opinion of independent counsel, Counsel each stating that all conditions precedent relating to either the Legal Defeasance or the Covenant Defeasance, as the case may be, satisfaction and discharge of this Indenture have been complied withwith or waived. Notwithstanding the foregoing, the Opinion of Counsel required by clauses (b) and (c) above need not be delivered if all Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, (ii) will become due and payable on the maturity date within one year or (iii) are to be called for redemption within one year.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 1302 or 8.03 Section 1303 to the outstanding Outstanding Notes: (a1) the Company shall irrevocably have irrevocably deposited or caused to be 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, specifically pledged as security for, and dedicated solely to, trust for the benefit of the Holders of such Notes; (xA) cash in United States dollars U.S. dollars, or (yB) cash in United States dollarsnon-callable Government Securities, U.S. Government Obligations or (C) a combination thereof (in each case, “Funds in Trust”)thereof, in such amounts as, in the aggregate, will as shall be sufficient (in the case of clause (y)sufficient, in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm)accountants, to pay pay, and discharge which shall be applied by the Trustee (or other qualifying trustee) to pay, the principal of, premium, if any, and interest due on the outstanding Outstanding Notes on the Stated Maturity (or Redemption Date, as the case may be; provided that the Trustee shall have been irrevocably instructed to apply such cash or the applicable redemption date (proceeds of such date being referred Government Securities to as said payments with respect to the “Defeasance Redemption Date”), if at or prior to electing either Legal Defeasance or Covenant DefeasanceNotes; before such a deposit, the Company has delivered may give to the Trustee an irrevocable Trustee, in accordance with Section 1104 hereof, a notice of its election to redeem all of the outstanding Outstanding Notes on 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 Defeasance Redemption Date)foregoing; (b2) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an opinion Opinion of independent counsel Counsel in the United States stating that 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 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, in either case to the effect that, and based thereon such opinion Opinion of independent counsel Counsel in the United States of America shall confirm 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 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 such Legal Defeasance had not occurred; (c3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an opinion Opinion of independent counsel Counsel in the United States of America reasonably acceptable to the effect that Trustee confirming 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 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 such Covenant Defeasance had not occurred; (d4) no Default or Event (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Default Liens in connection therewith) 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) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a Default under, default under any Credit Facility or any other material agreement or instrument (other than this Indenture) to which which, the Company, any Guarantor Company or any Restricted Subsidiary Guarantor is a party or by which the Company, any Guarantor Company or any Restricted Subsidiary Guarantor is bound (other than this Indenture)bound; (f6) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders or any Guarantee over the other creditors of the Company or any Guarantor with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or any GuarantorSubsidiary Guarantor or others; and (g7) the Company will shall have delivered to the Trustee an Officers’ Certificate and an opinion Opinion of independent 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 or relating to either the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause (2) above with respect to Legal Defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (A) have become due and payable by reason of the making of a notice of redemption or otherwise, (B) will become due and payable within one year or (C) are to be called 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 1302 or 8.03 Section 1303 to the outstanding Outstanding Notes: (a1) the Company shall irrevocably have irrevocably deposited or caused to be 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) as trust funds in trusttrust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, to the benefit of the Holders of such Notes; (xA) cash in United States dollars U.S. dollars, or (yB) cash in United States dollarsnon-callable Government Securities, U.S. Government Obligations or (C) a combination thereof (in each case, “Funds in Trust”)thereof, in such amounts as, in the aggregate, will as shall be sufficient (in the case of clause (y)sufficient, in the opinion of a nationally recognized firm of independent public accountants or expressed in a nationally recognized investment banking firm)written certification thereof delivered to the Trustee, to pay and discharge discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, of (and premium, if any, ) and interest due on the outstanding Outstanding Notes on the Stated Maturity (or the applicable redemption date (such date being referred to as the “Defeasance Redemption Date”), if at applicable) of such principal (and premium, if any) or, interest due on the Notes; provided that the Trustee shall have been irrevocably instructed to apply such cash or prior the proceeds of such Government Securities to electing either Legal Defeasance or Covenant Defeasancesaid payments with respect to the Notes; before such a deposit, the Company has delivered may give to the Trustee an irrevocable Trustee, in accordance with Section 1103 hereof, a notice of its election to redeem all of the outstanding Outstanding Notes on 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 Defeasance Redemption Date)foregoing; (b2) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an opinion Opinion of independent counsel Counsel in the United States stating that 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 Dateissuance of the Notes, there has been a change in the applicable federal U.S. Federal income tax law, in either case to the effect that, and based thereon such opinion Opinion of independent counsel Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders and beneficial owners of the outstanding Notes will shall not recognize income, gain or loss for federal U.S. Federal income tax purposes as a result of 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 such Legal Defeasance had not occurred; (c3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an opinion Opinion of independent counsel Counsel in the United States reasonably acceptable to the effect that Trustee confirming that, subject to customary assumptions and exclusions, the Holders and beneficial owners of the outstanding Notes will shall not recognize income, gain or loss for federal U.S. Federal income tax purposes as a result of such Covenant Defeasance and will shall 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 such Covenant Defeasance had not occurred; (d4) no Default (other than that resulting from borrowing funds to be applied to make such deposit (and any similar concurrent depositing relating to other Indebtedness, or a Default or Event of Default that will be cured by such Covenant Defeasance or Legal Defeasance) and the granting of Liens in connection therewith) 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) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a Default default under, any of the Senior Credit Facility or any other material agreement or instrument (other than this Indenture) to which which, the Company, any Guarantor Company or any Restricted Subsidiary Guarantor is a party or by which the Company, any Guarantor Company or any Restricted Subsidiary Guarantor is bound (other than this Indenture)bound; (f6) the Company shall have delivered to the Trustee an Officers’ Officer’s Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders or any Guarantee over the other creditors of the Company or any Guarantor with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or any GuarantorSubsidiary Guarantor or others; and (g7) the Company will shall have delivered to the Trustee an Officers’ Officer’s Certificate and an opinion Opinion of independent 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 or relating to either the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 1302 or 8.03 Section 1303 to the outstanding Outstanding Notes: (a1) the Company or any Guarantor shall irrevocably have irrevocably deposited or caused to be 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, specifically pledged as security for, and dedicated solely to, trust for the benefit of the Holders of such Notes: (xA) cash in United States dollars U.S. dollars, (B) non-callable Government Securities or (yC) cash in United States dollars, U.S. Government Obligations or a combination thereof (in each case, “Funds in Trust”)thereof, in such amounts as, in the aggregate, will as shall be sufficient (in the case of clause (y)sufficient, in the opinion of a nationally recognized firm of independent public accountants or expressed in a nationally recognized investment banking firm)written certification thereof delivered to the Trustee, to pay pay, and discharge which shall be applied by the Trustee (or other qualifying trustee) to pay, the principal of, premium, if any, and interest due on the outstanding Outstanding Notes on the Stated Maturity (or Redemption Date, as the case may be; provided that the Trustee shall have been irrevocably instructed to apply such cash or the applicable redemption date (proceeds of such date being referred Government Securities to as said payments with respect to the “Defeasance Redemption Date”), if at or prior to electing either Legal Defeasance or Covenant DefeasanceNotes; before such a deposit, the Company has delivered may give to the Trustee an irrevocable Trustee, in accordance with Section 1104 hereof, a notice of its election to redeem all of the outstanding Outstanding Notes on 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 Defeasance Redemption Date)foregoing; (b2) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an opinion Opinion of independent counsel Counsel in the United States stating that 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 Dateoriginal issuance of the Notes, there has been a change in the applicable federal U.S. Federal income tax law, in either case to the effect that, and based thereon such opinion Opinion of independent counsel Counsel in the United States shall confirm 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 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 such Legal Defeasance had not occurred; (c3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an opinion Opinion of independent counsel Counsel in the United States reasonably acceptable to the effect that Trustee confirming 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 such Covenant Defeasance and will shall 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 such Covenant Defeasance had not occurred; (d4) no Default or Event (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Default Liens in connection therewith) 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) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a Default default under, any Credit Facility, the 6% Senior Subordinated Debt Documents, the 6% Senior Subordinated Exchangeable Notes or any other material agreement or instrument (other than this Indenture) to which the Company, Company or any Guarantor or any Restricted Subsidiary is a party or by which the Company, Company or any Guarantor or any Restricted Subsidiary is bound (other than this Indenture)bound; (f6) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders defeating, hindering, delaying or defrauding any Guarantee over the other creditors of the Company or any Guarantor with the intent of defeating, hindering, delaying or defrauding creditors of the Company or any Guarantorothers; and (g7) the Company will shall have delivered to the Trustee an Officers’ Certificate and an opinion Opinion of independent 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 this Indenture relating to either the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause (2) above with respect to Legal Defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (A) have become due and payable by reason of the making of a notice of redemption or otherwise, (B) will become due and payable within one year or (C) are to be called 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 9.2 or 8.03 Section 9.3 hereof to the outstanding Senior Notes: (a1) the Company shall irrevocably have irrevocably deposited or caused to be deposited with the Trustee, Trustee (or another trustee satisfying the requirements of Section 7.10 hereof who shall agree to comply with the provisions of this Article 9 applicable to it) as funds in trusttrust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Senior (x2) cash no Event of Default or Default with respect to the Senior Notes shall have occurred and be continuing on the date of such deposit, or shall have occurred and be continuing at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in United States dollars respect of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (3) such Legal Defeasance or (y) cash Covenant Defeasance shall not result in United States dollars, U.S. Government Obligations a breach or a combination thereof (in each case, “Funds in Trust”), in such amounts as, in the aggregate, will be sufficient (in the case of clause (y), in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm), to pay and discharge the principal violation of, premiumor constitute default under any other agreement or instrument to which the Company is a party or by which it is bound; (4) the Company shall have delivered to the Trustee an Opinion of Counsel stating that, if any, and interest on the outstanding Notes on the Stated Maturity (or the applicable redemption date (as a result of such date being referred to as the “Defeasance Redemption Date”), if at or prior to electing either Legal Defeasance or Covenant Defeasance, neither the Company has delivered to trust nor the Trustee will be required to register as an irrevocable notice to redeem all investment company under the Investment Company Act of the outstanding Notes on the Defeasance Redemption Date)1940, as amended; (b5) in the case of Legal Defeasancean election under Section 9.2 above, the Company shall have delivered to the Trustee an opinion Opinion of independent counsel in the United States Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling to the effect that or (ii) since the Issue Date, there has been a change in the any applicable federal Federal income tax law, in either case to law with the effect that, and based thereon such opinion of independent counsel in the United States shall confirm that, the Holders and beneficial owners of the outstanding Senior Notes or persons in their positions will not recognize income, gain or loss for federal Federal income tax purposes solely as a result of such Legal Defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner manner, including as a result of prepayment, and at the same times as would have been the case if such Legal Defeasance had not occurred; (c6) in the case of Covenant Defeasancean election under Section 9.3 hereof, the Company shall have delivered to the Trustee an opinion Opinion of independent counsel in the United States Counsel to the effect that the Holders and beneficial owners of the outstanding Senior Notes will not recognize income, gain or loss for federal Federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default 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) 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 to which the Company, any Guarantor or any Restricted Subsidiary is a party or by which the Company, any Guarantor or any Restricted Subsidiary is bound (other than this Indenture); (f) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders or any Guarantee over the other creditors of the Company or any Guarantor with the intent of defeating, hindering, delaying or defrauding creditors of the Company or any Guarantor; and (g) the Company will have delivered to the Trustee an Officers’ Certificate and an opinion of independent counsel, each stating that all conditions precedent relating to either the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 8.2(b) or 8.03 8.2(c) hereof to the outstanding Notes: In order to exercise either Legal Defeasance or Covenant Defeasance: (a) the Company shall have must irrevocably deposited or caused to be deposited deposit with the Trustee, in trust, specifically pledged as security for, and dedicated solely to, for the benefit of the Holders (x) cash in United States dollars Holders, U.S. Legal Tender or (y) cash in United States dollars, U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms, will provide, not later than one day before the due date of any payment on the Notes, U.S. Legal Tender, or a combination thereof (in each case, “Funds in Trust”)thereof, in such amounts as, in the aggregate, as will be sufficient (in the case of clause (y)sufficient, in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm)accountants, to pay and discharge the principal of, premium, if any, and interest on the outstanding Notes on the Stated Maturity (stated date for payment thereof or on the applicable redemption date (such date being referred to date, as the “Defeasance Redemption Date”)case may be, if at of such principal or prior to electing either Legal Defeasance installment of principal of or Covenant Defeasance, interest on the Notes; provided that the Trustee shall have received an irrevocable written order from the Company has delivered instructing the Trustee to apply such U.S. Legal Tender or the proceeds of such U.S. Government Obligations to said payments with respect to the Trustee an irrevocable notice to redeem all of the outstanding Notes on the Defeasance Redemption Date)Notes; (b) in the case of Legal Defeasancean election under Section 8.2(b) hereof, the Company shall have delivered to the Trustee an opinion Opinion of independent counsel Counsel in the United States stating 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 Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion Opinion of independent counsel in the United States Counsel 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 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 such Legal Defeasance had not occurred; (c) in the case of Covenant Defeasancean election under Section 8.2(c) hereof, the Company shall have delivered to the Trustee an opinion Opinion of independent counsel Counsel in the United States reasonably acceptable to the effect Trustee confirming 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 such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default or event which with notice or lapse of time or both would become a Default or an Event of Default 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 the proceeds of which will be used to defease the Notes pursuant to this Article VII concurrently with such incurrence) or insofar as Sections 6.1(f) and 6.1(g) hereof are to be applied to concerned, at any time in the period ending on the 91st day after the date of such deposit); (e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, of or constitute a Default under, default under this Indenture or any other material agreement or instrument to which the Company, any Guarantor Company or any Restricted Subsidiary of its Subsidiaries is a party or by which the Company, any Guarantor Company or any Restricted Subsidiary of its Subsidiaries is bound (other than this Indenture)bound; (f) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders or over any Guarantee over the other creditors of the Company or any Guarantor with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or any Guarantor; andothers; (g) the Company will shall have delivered to the Trustee an Officers’ Certificate and an opinion Opinion of independent counselCounsel, each stating that all conditions precedent provided for or relating to either the Legal Defeasance or the Covenant Defeasance, as the case may be, Defeasance have been complied with; and (h) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that (i) the trust funds will not be subject to any rights of any holders of Senior Debt, including, without limitation, those arising under this Indenture, and (ii) 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 any applicable Bankruptcy Law. Notwithstanding the foregoing, the Opinion of Counsel required by clause (b) above of this Section 8.3 need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable, (ii) will become due and payable on the Maturity Date within one year or (iii) are to be called 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 4.02 or 8.03 Section 4.03 hereof to the outstanding Defeased Notes: (a1) the Company Telemundo Holdings shall irrevocably have irrevocably deposited or caused to be deposited with the Trustee, Trustee (or another trustee satisfying the requirements of Section 6.09 hereof who shall agree to comply with the provisions of this Article Four applicable to it) as trust funds in trusttrust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Notes, (xa) cash money in United States dollars an amount, or (yb) cash in United States dollars, U.S. Government 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 the due date of any payment, money in an amount, or (c) a combination thereof (thereof, in each any such case, “Funds in Trust”), in such amounts as, in the aggregate, will be sufficient (in the case of clause (y)without reinvestment, in the opinion of a nationally recognized firm of independent public accountants or expressed in a nationally recognized investment banking firm)written certification thereof delivered to the Trustee, to pay and discharge the entire Indebtedness in respect of, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, premium, if any, and interest on the outstanding Defeased Notes on at the Stated Maturity of such principal or installment of principal, premium, if any, or interest or (if Telemundo Holdings has made irrevocable arrangements satisfactory to such Trustee for the giving of notice of redemption by such Trustee in the name and at the expense of Telemundo Holdings) any Redemption Date thereof specified by Telemundo Holdings, as the case may be, in accordance with the terms of this Indenture and the Notes; provided, however, that the Trustee shall have been irrevocably instructed to apply such cash or the applicable redemption date (proceeds of such date being referred U.S. Government Obligations to as the “Defeasance Redemption Date”), if at or prior to electing either Legal Defeasance or Covenant Defeasance, the Company has delivered said payments with respect to the Trustee an irrevocable notice to redeem all of the outstanding Notes on the Defeasance Redemption Date)Notes; (b2) No Default (other than any Default resulting from the incurrence of Indebtedness all or a portion of the proceeds of which will be used to defease the Notes pursuant to this Article Four concurrently with such Incurrence) with respect to the Outstanding Notes shall have occurred and be continuing on the date of such deposit or, insofar as Section 4.02 hereof is concerned, at any time during the period ending on the ninety-first day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period) no Default under Section 5.01(vii), (viii) or (ix) shall have occurred and be continuing; (3) Such legal defeasance or covenant defeasance shall not cause the Trustee for the Notes to have a conflicting interest in violation of Section 6.08 hereof and for purposes of the Trust Indenture Act with respect to any securities of Telemundo Holdings; (4) Such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which Telemundo Holdings is a party or by which it is bound; (5) In the case of Legal Defeasancean election under Section 4.02 hereof, the Company Telemundo Holdings shall have delivered to the Trustee an opinion Opinion of independent counsel in the United States Counsel stating that (ix) the Company Telemundo Holdings has received from, or there has been published by, the Internal Revenue Service a ruling or (iiy) since the Issue Datedate hereof, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of independent counsel in the United States shall confirm that, the Holders and beneficial owners of the outstanding Outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance deposit, legal defeasance and discharge to be effected with respect to the Notes 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 the case if such Legal Defeasance deposit, legal defeasance and discharge had not occurred; (c6) in In the case of Covenant Defeasancean election under Section 4.03 hereof, the Company Telemundo Holdings shall have delivered to the Trustee an opinion Opinion of independent counsel in the United States Counsel to the effect that the Holders and beneficial owners of the outstanding Outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance the deposit and covenant defeasance to be effected with respect to the Notes and will be subject to federal Federal income tax on the same amountsamount, in the same manner and at the same times as would have been the case if such Covenant Defeasance deposit and covenant defeasance had not occurred; (d7) no Default or Event of Default Telemundo Holdings shall have occurred and delivered to the Trustee, an Opinion of Counsel to the effect that, immediately following the ninety-first day after the deposit, the trust funds established pursuant to this Article should not be continuing on subject to the date effect of such deposit (other than a Default any applicable bankruptcy, insolvency, reorganization or Event of Default resulting from the incurrence of Indebtedness similar laws affecting creditors' rights generally under any applicable U.S. Federal 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)state law; (e) 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 to which the Company, any Guarantor or any Restricted Subsidiary is a party or by which the Company, any Guarantor or any Restricted Subsidiary is bound (other than this Indenture); (f) the Company 8) Telemundo Holdings shall have delivered to the Trustee an Officers’ ' Certificate stating that the deposit made by Telemundo Holdings pursuant to its election under Section 4.02 or 4.03 hereof was not made by the Company Telemundo Holdings with the intent of preferring the Holders or any Guarantee over the other creditors of the Company Telemundo Holdings or any Guarantor with the intent of defeating, hindering, delaying or defrauding creditors of the Company Telemundo Holdings or any Guarantor; andothers; (g9) the Company will Telemundo Holdings shall have delivered to the Trustee an Officers’ ' Certificate and an opinion Opinion of independent counselCounsel, each stating that (i) all conditions precedent (other than conditions requiring the passage of time) provided for relating to either the Legal Defeasance legal defeasance under Section 4.02 or the Covenant Defeasance, covenant defeasance under Section 4.03 (as the case may be, ) have been complied withwith as contemplated by this Section 4.04 and (ii) if any other Indebtedness of Telemundo Holdings shall then be outstanding or committed, such legal defeasance or covenant defeasance will not violate the provisions of the agreements or instruments evidencing such Indebtedness; and (10) Such legal defeasance or covenant defeasance shall not result in a trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under the Act or exempt from registration thereunder. Opinions required to be delivered under this Section may have such qualifications as are customary for opinions of the type required and reasonably acceptable to the Trustee.