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(b) or 8.02(c) hereof to the outstanding Notes: (1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, U.S. Legal Tender, U.S. Government Obligations or a combination thereof, in such amounts as will be sufficient (without reinvestment), in the opinion of a nationally recognized firm of independent public accountants selected by the Issuer, to pay the principal of and interest and premium, if any, on the Notes on the stated date for payment or on the redemption date Notes; (2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States confirming that: (a) the Issuer has received from, or there has been published by the Internal Revenue Service, a ruling, or (b) since the date of this Indenture, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default shall have occurred and be continuing on the date of such deposit (other than a Default resulting from the borrowing of funds to be applied to such deposit); (5) the Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a Default under this Indenture or a default under any other material agreement or instrument to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound (other than any such Default or default resulting solely from the borrowing of funds to be applied to such deposit); (6) the Issuer shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by it with the intent of preferring the Holders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other of its creditors; and (7) the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the conditions provided for in, in the case of the Officers’ Certificate, clauses (1) through (6), as applicable, and, in the case of the Opinion of Counsel, clauses (2), if applicable, and/or (3) and (5) of this Section 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(b) 8.02 or 8.02(c) hereof 8.03 to the outstanding Notes: (1a) the Issuer Company must irrevocably deposit or cause to be deposited with the Trustee, in trust, for specifically pledged as security for, and dedicated solely to, the benefit of the HoldersHolders of the Notes, cash in U.S. Legal Tender, U.S. Government Obligations Securities, or a combination thereofthereof (“Funds in Trust”), in such amounts as as, in the aggregate, will be sufficient (without reinvestment)sufficient, in the opinion of a nationally recognized firm of independent public accountants selected by the Issueraccountants, to pay pay: (i) the principal of of, and any premium and interest and premium, if any, on the outstanding Notes on the stated each date for payment on which such principal, and any premium and interest is due and payable or on the any redemption date established pursuant to this Indenture; and (ii) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of this Indenture and of such Notes; (2b) in the case of Legal Defeasance, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel in the United States confirming that: (ai) the Issuer Company has received from, from or there has been published by by, the Internal Revenue Service, Service a ruling, ; or (bii) since the date of this Indenture, there has been a change in the applicable U.S. federal Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders and Beneficial Owners of the outstanding Notes will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3c) in the case of Covenant Defeasance, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming effect that the Holders and Beneficial Owners of the outstanding Notes will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or insofar as Events of Default pursuant to clause (other than a Default resulting from 7) or (8) of Section 6.01 are concerned, at any time during the borrowing period ending on the 91st day after the date of funds to be applied to such deposit); (5e) the such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a Default under this Indenture or a default under any other material agreement agreement, other than this Indenture, or instrument to which the Issuer or any of its Subsidiaries Company is a party or by which the Issuer or any of its Subsidiaries Company is bound (other than any such Default or default resulting solely from the borrowing of funds to be applied to such deposit)bound; (6f) the Issuer Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by it with the intent of preferring the Holders over any other creditors of the Issuer or Company with the intent of defeating, hindering, delaying or defrauding any other creditors of its creditorsthe Company or others; and (7g) the Issuer Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, Counsel each stating that the Company has complied with all conditions precedent provided for inrelating to the Legal Defeasance or the Covenant Defeasance, in as the case of the Officers’ Certificate, clauses (1) through (6), as applicable, and, in the case of the Opinion of Counsel, clauses (2), if applicable, and/or (3) and (5) of this Section 8.03 have been complied withmay be.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02(b) 8.02 or 8.02(c) hereof 8.03 to the outstanding NotesNotes of a series: (1a) the Issuer Company must irrevocably deposit or cause to be deposited with the Trustee, in trust, for specifically pledged as security for, and dedicated solely to, the benefit of the HoldersHolders of the Notes of such series, cash in U.S. Legal Tender, U.S. Government Obligations Securities, or a combination thereofthereof (“Funds in Trust”), in such amounts as as, in the aggregate, will be sufficient (without reinvestment)sufficient, in the opinion of a nationally recognized firm of independent public accountants selected by the Issueraccountants, to pay the principal of of, and any premium and interest on, the outstanding Notes of such series on each date on which such principal, and premium, if any, on the Notes on the stated date for payment any premium and interest is due and payable or on the any redemption date Notesestablished pursuant to this Indenture; (2b) in the case of Legal Defeasance, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel in confirming that the United States confirming that: (a) the Issuer Company has received from, from or there has been published by by, the Internal Revenue Service, Service a ruling, or (b) or since the date of this Indenture, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders and Beneficial Owners of the outstanding Notes of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3c) in the case of Covenant Defeasance, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming effect that the Holders and Beneficial Owners of the outstanding Notes of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4d) no Default or Event of Default shall have occurred and be continuing with respect to such series on the date of such deposit (other than as a Default resulting from the result of borrowing funds in connection with such defeasance or granting of funds to be applied to such depositLiens in connection therewith); (5e) the such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a Default under this Indenture or a default under any other material agreement agreement, other than this Indenture, or instrument to which the Issuer or any of its Subsidiaries Company is a party or by which the Issuer or any of its Subsidiaries Company is bound (other than any such Default or default resulting solely from the borrowing of funds to be applied to such deposit)bound; (6f) the Issuer Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by it with the intent of preferring the Holders over any other creditors of the Issuer or Company with the intent of defeating, hindering, delaying or defrauding any other creditors of its creditorsthe Company or others; and (7g) the Issuer Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, Counsel each stating that the Company has complied with all conditions precedent provided for inrelating to the Legal Defeasance or the Covenant Defeasance, in as the case of the Officers’ Certificate, clauses (1) through (6), as applicable, and, in the case of the Opinion of Counsel, clauses (2), if applicable, and/or (3) and (5) of this Section 8.03 have been complied withmay be.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02(b) 8.2 or 8.02(c) hereof 8.3 to the outstanding Notes: (1) the Issuer Company must irrevocably deposit or cause to be irrevocably deposited with the Trustee, in trust, for the benefit of the Holders, cash in U.S. Legal TenderDollars, non-callable U.S. Government Obligations Obligations, or a combination thereof, in such amounts as will be sufficient (without reinvestment)sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent chartered public accountants selected accountants, expressed in a written opinion thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Issuer, Trustee to pay the principal of and interest and of, premium, if any, and interest on the outstanding Notes on the stated date for payment Stated Maturity or on the applicable redemption date Notes;date, as the case may be, and the Company must specify whether the Notes are being defeased to Stated Maturity or to a particular redemption date; (2) in the case of Legal Defeasancelegal defeasance, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel in the United States confirming that: stating that (aA) the Issuer Company has received from, or there has been published by by, the Internal Revenue Service, Service a ruling, or ruling or (bB) since the date of this IndentureIssue 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 of Counsel shall confirm that, the Holders and beneficial owners of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance 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 legal defeasance had not occurred;occurred; (3) in the case of Covenant Defeasancecovenant defeasance, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming effect that the Holders and beneficial owners of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance 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 covenant defeasance had not occurred;occurred; (4) 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 borrowing of funds to be applied to such deposit);deposit or the granting of any Lien to secure such borrowing); (5) the Legal Defeasance such legal defeasance or Covenant Defeasance covenant defeasance shall not result in a breach or violation of, or constitute a Default under this Indenture or a default under under, any other material agreement or instrument (other than this Indenture) to which the Issuer or any of its Subsidiaries Company is a party or by which the Issuer or any of its Subsidiaries Company is bound (other than any such Default or default resulting solely from the borrowing of funds to be applied to such deposit);bound; and (6) the Issuer Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by it with the intent of preferring the Holders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other of its creditors; and (7) the Issuer shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating to the effect that all conditions precedent relating to such legal defeasance or covenant defeasance have been satisfied. Notwithstanding the conditions provided for inforegoing, in the case of the Officers’ Certificate, clauses (1) through (6), as applicable, and, in the case of the Opinion of Counsel, clauses 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 by reason of the mailing of a notice of redemption or otherwise, if applicable, and/or (3y) will become due and payable within one year or (5z) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of this Section 8.03 have been complied withnotice of redemption by the Trustee.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02(b) 8.02 or 8.02(c) hereof 8.03 to the outstanding Notes: (1a) the Issuer Company must irrevocably deposit or cause to be deposited with the Trustee, in trust, for specifically pledged as security for, and dedicated solely to, the benefit of the Holders, U.S. Legal TenderHolders of the Notes cash in United States dollars, U.S. Government Obligations Obligations, or a combination thereofthereof (“Funds in Trust”), in such amounts as as, in the aggregate, will be sufficient (without reinvestment)sufficient, in the opinion of a nationally recognized firm of independent public accountants selected by the Issueror a nationally recognized investment banking firm, to pay and discharge the principal of and interest and of, premium, if any, and interest on the outstanding Notes on the stated date for payment Stated Maturity (or the applicable 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 such redemption date, and the Company must specify whether the Notes are being defeased to Stated Maturity or to a particular redemption date Notesdate); (2b) in the case of Legal Defeasance, the Issuer Company shall have delivered to the Trustee an Opinion opinion of Counsel independent counsel in the United States confirming that: stating that (aA) the Issuer Company has received from, or there has been published by by, the Internal Revenue Service, Service a ruling, or ruling or (bB) since the date of this Indenture, there has been a change in the applicable U.S. federal Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall state that, the Holders and Beneficial Owners of the outstanding Notes will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3c) in the case of Covenant Defeasance, the Issuer Company shall have delivered to the Trustee an Opinion opinion of Counsel independent counsel in the United States reasonably acceptable to the Trustee confirming stating that the Holders and Beneficial Owners of the outstanding Notes will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a an Event of Default or Default resulting from the borrowing incurrence of funds to Indebtedness or Liens securing such Indebtedness, all or a portion of the proceeds of which will be applied to such deposit)) or insofar as clause (8) or (9) of Section 6.01 is concerned, at any time during the period ending on the 91st day after the date of deposit; (5e) the Legal Defeasance or Covenant Defeasance such deposit shall not result in a breach or violation of, or constitute a Default under this Indenture or a default under under, any other material agreement or instrument (other than this Indenture) to which the Issuer Company, any Guarantor or any of its Subsidiaries Restricted Subsidiary is a party or by which the Issuer or any of its Subsidiaries it is bound (other than any or if such Default breach or default resulting solely from would occur, which is not waived as of, or for all purposes, on or after, the borrowing date of funds to be applied to such deposit); (6f) such deposit 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; (g) the Issuer Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (assuming no Holder or Beneficial Owner of the Notes would be considered an insider of the Company or any Guarantor under any applicable bankruptcy or insolvency law and assuming no intervening bankruptcy or insolvency of the Company or any Guarantor between the date of deposit and the 91st day following the deposit) 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 it with the intent of preferring the Holders over any other creditors of the Issuer or Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company, any other of its creditorsGuarantor or others; and (7i) the Issuer shall Company will have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the all conditions precedent provided for inrelating to the Legal Defeasance or the Covenant Defeasance, in as the case of the Officers’ Certificatemay be, clauses (1) through (6), as applicable, and, in the case of the Opinion of Counsel, clauses (2), if applicable, and/or (3) and (5) of this Section 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(b) 8.2 or 8.02(c) hereof 8.3 to the outstanding Notes: (1) the Issuer Company must irrevocably deposit or cause to be irrevocably deposited with the Trustee, in trust, for the benefit of the Holders, cash in U.S. Legal TenderDollars, non-callable U.S. Government Obligations Obligations, or a combination thereof, in such amounts as will be sufficient (without reinvestment)sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent chartered public accountants selected accountants, expressed in a written opinion thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Issuer, Trustee to pay the principal of and interest and of, premium, if any, and interest on the outstanding Notes on the stated date for payment Stated Maturity or on the applicable redemption date Notesdate, as the case may be, and the Company must specify whether the Notes are being defeased to Stated Maturity or to a particular redemption date; (2) in the case of Legal Defeasancelegal defeasance, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel in the United States confirming that: stating that (aA) the Issuer Company has received from, or there has been published by by, the Internal Revenue Service, Service a ruling, or ruling or (bB) since the date of this IndentureIssue 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 of Counsel shall confirm that, the Holders and beneficial owners of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance 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 legal defeasance had not occurred; (3) in the case of Covenant Defeasancecovenant defeasance, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming effect that the Holders and beneficial owners of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance 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 covenant defeasance had not occurred; (4) 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 borrowing of funds to be applied to such depositdeposit or the granting of any Lien to secure such borrowing); (5) the Legal Defeasance such legal defeasance or Covenant Defeasance covenant defeasance shall not result in a breach or violation of, or constitute a Default under this Indenture or a default under under, any other material agreement or instrument (other than this Indenture) to which the Issuer or any of its Subsidiaries Company is a party or by which the Issuer or any of its Subsidiaries Company is bound (other than any such Default or default resulting solely from the borrowing of funds to be applied to such deposit);bound; and (6) the Issuer Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by it with the intent of preferring the Holders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other of its creditors; and (7) the Issuer shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating to the effect that all conditions precedent relating to such legal defeasance or covenant defeasance have been satisfied. Notwithstanding the conditions provided for inforegoing, in the case of the Officers’ Certificate, clauses (1) through (6), as applicable, and, in the case of the Opinion of Counsel, clauses 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 by reason of the mailing of a notice of redemption or otherwise, if applicable, and/or (3y) will become due and payable within one year or (5z) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of this Section 8.03 have been complied withnotice of redemption by the Trustee.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02(b) 9.02 or 8.02(c) Section 9.03 hereof to the outstanding Notes: (1) the Issuer must Company shall irrevocably deposit have deposited or caused to be deposited with the TrusteeTrustee as funds in trust for the purpose of making the following payments, in trustspecifically pledged as security for, for and dedicated solely to, the benefit of the HoldersHolders of the Notes, U.S. Legal Tender(A) money in an amount, or (B) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, in such amounts as will be sufficient (without reinvestment)sufficient, in the opinion of a nationally nationally-recognized firm of independent public accountants selected by expressed in a written certification thereof delivered to the IssuerTrustee, to pay and discharge the principal of and interest and of, premium, if any, and accrued and unpaid interest on the Notes Notes, at the maturity date of such principal, premium, if any, or interest, or on the stated date dates for payment and redemption of such principal, premium, if any, and interest selected in accordance with the terms of this Indenture and the Notes; PROVIDED that the Trustee shall have been irrevocably instructed in writing to apply such money or on the redemption date proceeds of such U.S. Government Obligations to the payment of such principal, premium, if any, and interest with respect to the Notes; (2) in the case of Legal Defeasancean election under Section 9.02 hereof, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel in the United States confirming that: stating that (aA) the Issuer Company has received from, or there has been published by by, the Internal Revenue Service, Service and Revenue Canada a ruling, or ruling or (bB) since the date of this Indenture, there has been a change in the any applicable U.S. federal and Canadian income tax law, in either case case, to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes will not recognize -80- income, gain or loss for U.S. federal and Canadian income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal and Canadian income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasancean election under Section 9.03 hereof, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming effect that the Holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal and Canadian income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal and Canadian income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Event of Default or Default (or an event which with notice or lapse of time or both would become a Default or 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 borrowing incurrence of funds Indebtedness the proceeds of which will be used to be applied defease the Notes pursuant to this Article Nine concurrently with such incurrence) or insofar as clause (6) or (7) of Section 6.01 hereof are concerned, at any time in the period ending on the 91st day after the date of such deposit); (5) the such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a Default default under this Indenture or a default under any other material agreement or instrument to which the Issuer Company or any of its Subsidiaries is a party or by which the Issuer Company or any of its Subsidiaries is bound (other than any such Default or default resulting solely from the borrowing of funds to be applied to such deposit)bound; (6) the Issuer Company shall have delivered to the Trustee an Officers’ ' Certificate stating that the deposit under clause (1) of this Section 9.04 was not made by it the Company with the intent of preferring the Holders of the Notes over any other creditors of the Issuer Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of its creditors; andthe Company or others; (7) the Issuer Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that the all conditions precedent provided for inrelating to either the Legal Defeasance under Section 9.02 hereof or the Covenant Defeasance under Section 9.03 hereof, in as the case of the Officers’ Certificatemay be, clauses (1) through (6), as applicable, and, in the case of the Opinion of Counsel, clauses (2), if applicable, and/or (3) and (5) of this Section 8.03 have been complied with; (8) 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, the trust funds will not be subject to the effect of any applicable Bankruptcy Law, and that no Holder is an insider of the Company, after the 91st day following the date of deposit; and (9) the Company shall have paid or duly provided for payment under terms mutually satisfactory to the Company and the Trustee all amounts then due to the Trustee pursuant to Section 7.07 hereof.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02(b) 8.02 or 8.02(c) hereof 8.03 to the outstanding Notes: (1a) the Issuer must irrevocably deposit or cause to be deposited with the Trustee, in trust, for specifically pledged as security for, and dedicated solely to, the benefit of the HoldersHolders of the Notes, cash in U.S. Legal Tender, U.S. Government Obligations Securities, or a combination thereofthereof (“Funds in Trust”), in such amounts as as, in the aggregate, will be sufficient (without reinvestment)sufficient, in the opinion of a nationally recognized an accounting, appraisal or investment banking firm of independent public accountants selected by national standing (in the Issuercase of U.S. Government Securities), to pay the principal of of, and any premium and interest and premiumon, if any, on the outstanding Notes on the stated each date for payment on which such principal, and any premium and interest is due and payable or on the any redemption date Notesestablished pursuant to this Indenture; (2b) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States confirming that: (a) that the Issuer has received from, from or there has been published by by, the Internal Revenue Service, Service a ruling, or (b) or since the date of this Indenture, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders and the beneficial owners of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3c) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming effect that the Holders and the beneficial owners of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4d) no Default or Event of Default shall have occurred and be continuing with respect to such Notes on the date of such deposit (other than as a Default resulting from the result of borrowing funds in connection with such defeasance or granting of funds to be applied to such depositLiens in connection therewith); (5e) the such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a Default under this Indenture or a default under any other material agreement agreement, other than this Indenture, or instrument to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound (other than any such Default or default resulting solely from the borrowing of funds to be applied to such deposit)bound; (6f) the Issuer shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by it with the intent of preferring the Holders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of its creditorsthe Issuer or others; and (7g) the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, Counsel each stating that the Issuer has complied with all conditions precedent provided for inrelating to the Legal Defeasance or the Covenant Defeasance, in as the case of the Officers’ Certificate, clauses (1) through (6), as applicable, and, in the case of the Opinion of Counsel, clauses (2), if applicable, and/or (3) and (5) of this Section 8.03 have been complied withmay be.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02(b) 8.2 or 8.02(c) hereof 8.3 to the outstanding Notes: (1) the Issuer Company must irrevocably deposit or cause to be irrevocably deposited with the Trustee, in trust, for the benefit of the Holders, cash in U.S. Legal Tenderdollars, non-callable U.S. Government Obligations Obligations, or a combination thereof, in such amounts as will be sufficient (without reinvestment)sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent chartered public accountants selected accountants, expressed in a written opinion thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Issuer, Trustee to pay the principal of and interest and of, premium, if any, and interest on the outstanding Notes on the stated date for payment Stated Maturity or on the applicable redemption date Notesdate, as the case may be, and the Company must specify whether the Notes are being defeased to Stated Maturity or to a particular redemption date; (2) in the case of Legal Defeasancelegal defeasance, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel in the United States confirming that: stating that (aA) the Issuer Company has received from, or there has been published by by, the Internal Revenue Service, Service a ruling, or ruling or (bB) since the date of this IndentureIssue 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 of Counsel shall confirm that, the Holders 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 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 legal defeasance had not occurred; (3) in the case of Covenant Defeasancecovenant defeasance, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming effect that the Holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance 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 covenant defeasance had not occurred; (4) 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 borrowing of funds to be applied to such depositdeposit or the granting of any Lien to secure such borrowing); (5) the Legal Defeasance such legal defeasance or Covenant Defeasance covenant defeasance shall not result in a breach or violation of, or constitute a Default under this Indenture or a default under under, any other material agreement or instrument (other than this Indenture) to which the Issuer or any of its Subsidiaries Company is a party or by which the Issuer or any of its Subsidiaries Company is bound (other than any such Default or default resulting solely from the borrowing of funds to be applied to such deposit);bound; and (6) the Issuer Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by it with the intent of preferring the Holders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other of its creditors; and (7) the Issuer shall have delivered to the Trustee an Officers’ Officer's Certificate and an Opinion of Counsel, each stating to the effect that all conditions precedent relating to such legal defeasance or covenant defeasance have been satisfied. Notwithstanding the conditions provided for inforegoing, in the case of the Officers’ Certificate, clauses (1) through (6), as applicable, and, in the case of the Opinion of Counsel, clauses 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 by reason of the mailing of a notice of redemption or otherwise, if applicable, and/or (3y) will become due and payable within one year or (5z) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of this Section 8.03 have been complied withnotice of redemption by the Trustee.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02(b) 8.02 or 8.02(c) 8.03 hereof to the outstanding Notes. Legal Defeasance or Covenant Defeasance may be exercised only if: (1a) the Issuer Company must irrevocably deposit with the Trustee, in trust, for the benefit of the HoldersHolders of the Notes, U.S. Legal Tendercash in United States dollars, U.S. Government Obligations Obligations, or a combination thereof, in such amounts as will be sufficient (without reinvestment)sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants selected by the Issueraccountants, to pay the principal of of, premium, if any, and interest and premiumAdditional Amounts, if any, on the outstanding Notes on the stated date for payment Stated Maturity or on the applicable redemption date Notesdate, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to a particular redemption date; (2b) in the case of Legal Defeasance, the Issuer shall have delivered Company delivers to the Trustee an Opinion of Counsel in reasonably acceptable to the United States Trustee confirming that: that (a) the Issuer Company has received from, or there has been published by by, the U.S. Internal Revenue Service, Service a ruling, or ruling or (b) since the date of this IndentureIssue 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 of Counsel will confirm that, the Holders 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 and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3c) in the case of Covenant Defeasance, the Issuer shall have delivered Company delivers to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the 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; (4d) no Default or Event of Default shall have occurred and be continuing either: (i) on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); or (ii) insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit; (5e) the such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a Default under this Indenture or a default under under, any other material agreement or instrument (other than this Indenture) to which the Issuer Company or any of its Restricted Subsidiaries is a party or by which the Issuer Company or any of its Restricted Subsidiaries is bound (other than any such Default or default resulting solely from the borrowing of funds to be applied to such deposit)bound; (6f) the Issuer shall have delivered Company delivers to the Trustee an OfficersOpinion of Counsel, subject to customary exceptions and assuming no intervening bankruptcy of the Company or any Guarantor between the date of deposit and the 91st day following the deposit and assuming that no Holder is an “insider” of the Company under applicable bankruptcy law, to the effect that on the 91st day following the deposit, the defeasance trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws generally affecting creditors’ rights; (g) the Company must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by it the Company with the intent of preferring the Holders of Notes over any the other creditors of the Issuer or Company with the intent of defeating, hindering, delaying or defrauding any other creditors of its creditorsthe Company or others; and (7h) the Issuer shall have delivered Company delivers to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the conditions provided for in, in Legal Defeasance or the case of the Officers’ Certificate, clauses (1) through (6), as applicable, and, in the case of the Opinion of Counsel, clauses (2), if applicable, and/or (3) and (5) of this Section 8.03 Covenant 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(b9.02(b) or 8.02(c9.02(c) hereof to the outstanding Notes: (1) the Issuer must Issuers shall irrevocably deposit with the TrusteePaying Agent, as provided for in Section 9.04, in trust, for the benefit of the HoldersHolders subject to Legal Defeasance or Covenant Defeasance, U.S. Legal TenderEuros, U.S. non-callable Euro-Denominated Designated Government Obligations or a combination thereof, in such amounts as will be sufficient (without reinvestment), in the opinion of a nationally recognized firm of independent public accountants selected by the IssuerIssuers, to pay the principal of and interest (including Additional Amounts and premium, if any, ) on the Notes on the stated date for payment or on the redemption date Redemption Date of the Notes; (2) in the case of Legal Defeasance, the Issuer Issuers shall have delivered to the Trustee an Opinion of Counsel in the United States of America confirming that: (ai) the Issuer has Issuers have received from, or there has been published by the Internal Revenue Service, a ruling, or (bii) since the date of this Indenture, there has been a change in the applicable U.S. federal Federal income tax law, in either case to the effect that, and based thereon this Opinion of Counsel shall confirm that the Holders and beneficial owners will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Issuer Issuers shall have delivered to the Trustee an Opinion of Counsel in the United States of America reasonably acceptable to the Trustee confirming that the Holders and beneficial owners will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default shall have occurred and be continuing on the date of such deposit (other than a Default resulting from the borrowing of funds to be applied to such depositdeposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens on the deposited funds in connection therewith); (5) the Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a Default under this Indenture or a default under any other material agreement or instrument (other than this Indenture) to which the Issuer Parent or any of its Subsidiaries is a party or by which the Issuer Parent or any of its Subsidiaries is bound (other than any such Default or default resulting solely relating to any Indebtedness being defeased from the any borrowing of funds to be applied to such depositdeposit and any similar and simultaneous deposit relating to such Indebtedness, and the granting of Liens on the deposited funds in connection therewith); (6) the Issuer Issuers shall have delivered to the Trustee an Officers’ Officer’s Certificate stating that the deposit was not made by it them with the intent of preferring the Holders over any other creditors of the Issuer Issuers or with the intent of defeating, hindering, delaying or defrauding any other of its creditorstheir creditors or others; and (7) the Issuer Issuers shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that the conditions provided for in, in the case of the Officers’ Officer’s Certificate, clauses (1) through (6), as applicable, and, in the case of the Opinion of Counsel, clauses (2), if applicable, and/or (3) and (5) of this Section 8.03 9.03 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(b) 9.02 or 8.02(c) 9.03 hereof to the outstanding NotesNotes and the Note Guarantees: (1) the Issuer Issuers must irrevocably deposit with the TrusteeTrustee (or other qualifying trustee), as trust funds, in trust, trust solely for the benefit of the Holders, cash in U.S. Legal Tender, dollars or U.S. Government Obligations Obligations, or a combination thereof, in such amounts as will be sufficient (without reinvestmentconsideration of any reinvestment of interest), in the opinion of a nationally recognized firm of independent public accountants selected by the IssuerIssuers, to pay the principal of and interest and premium, if any, on the Notes on the stated date for payment scheduled due dates or on the redemption date applicable Redemption Date, as the case may be, provided that the Trustee shall have received an irrevocable Issuer Order instructing the Trustee to apply such U.S. dollars or the proceeds of such U.S. Government Obligations to said payments with respect to such Notes; (2) in the case of Legal Defeasancean election under Section 9.02 hereof, the Issuer Issuers shall have delivered to the Trustee an Opinion of Counsel in the United States confirming that: that (aA) the Issuer has Issuers have received from, or there has been published by by, the Internal Revenue Service, Service a ruling, or ruling or (bB) since the date of this Indenture, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit, Legal Defeasance and discharge and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasancean election under Section 9.03 hereof, the Issuer Issuers shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit, Covenant Defeasance and discharge and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to each deposit (and any similar concurrent deposit relating to this Indebtedness), and the granting of Liens to secure such depositborrowings); (5) the Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, of or constitute a Default default under this Indenture or a default under any other material agreement or instrument to which the Issuer Partnership or any of its Subsidiaries is a party or by which the Issuer Issuers or any of its Subsidiaries is bound (other than any such Default or default resulting solely from the borrowing of funds to be applied to such depositdeposit and the grant of any Lien to secure such borrowings); (6) the Issuer Issuers shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by it the Issuers with the intent of preferring the Holders over any other creditors of the Issuer Issuers or with the intent of defeating, hindering, delaying or defrauding any other creditors of its creditorsthe Issuers or others; and (7) the Issuer Issuers shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the conditions provided for in, in the case of the Officers’ Certificate, clauses (1) through (6), as applicable, ) and, in the case of the Opinion of Counsel, clauses (2), if applicable, ) and/or (3) and (5) of this Section 8.03 9.04 have been complied with. If the funds deposited with the Trustee to effect Covenant Defeasance are insufficient to pay the principal of and interest on the Notes when due, then the Issuers’ obligations and the obligations of the Guarantors will be revived and no such defeasance will be deemed to have occurred.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions In order to the application of exercise either Legal Defeasance under Section 8.02(b) or Covenant Defeasance under Section 8.02(c) hereof with respect to the outstanding Notes: (1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, U.S. Legal Tender, funds in Dollars or U.S. Government Obligations or a combination thereof, in such amounts as will be sufficient (without reinvestment), in the opinion of a nationally recognized firm of independent public accountants selected by the Issuer, to pay the principal of and interest and premium, if any, on the outstanding Notes on the stated date for payment thereof or on the redemption applicable Redemption Date, as the case may be, and the Issuer must specify to the Trustee whether such Notes are being defeased to such stated date Notesfor payment or to a particular Redemption Date, as the case may be, and the Holders must have a valid, perfected, exclusive security interest in such trust (it being understood that the Trustee shall have no obligation to perfect or maintain such security interest or file any document in any public office in connection therewith); (2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States confirming reasonably acceptable to the Trustee stating that: (ai) the Issuer has received from, or there has been published by the Internal Revenue Service, a ruling, or (bii) since the date of this IndentureIssue 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 this Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default shall have occurred and be continuing on the date of such deposit (other than a Default resulting from the borrowing of funds to be applied to such depositdeposit and the grant of any Lien securing such borrowing); (5) the Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a Default under this Indenture or a default under (other than any such default resulting solely from the borrowing of funds to be applied to such deposit and the grant of any Lien on such deposit in favor of the Trustee or the Holders) any Credit Agreement or any other material agreement or instrument to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound (other than any such Default or default resulting solely from the borrowing of funds to be applied to such deposit)bound; (6) the Issuer shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by it the Issuer with the intent of preferring the Holders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other of its creditorscreditors or others; and (7) the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the conditions provided for instating, in the case of the Officers’ Certificate, that the conditions provided for in clauses (1) through (6)) of this Section 8.03, as applicable, andhave been complied with and stating, in the case of the Opinion of Counsel, clauses that clause (1) (with respect to the validity and perfection of the security interest) and the conditions provided for in clause (2) or (3), if as applicable, and/or (3) and clause (5) of this Section 8.03 have been complied with. Notwithstanding anything to the contrary herein, the borrowing of funds to be applied to any deposit, and the grant of any Lien securing such borrowing, in order to effect any Legal Defeasance or Covenant Defeasance, shall not constitute a Default under this Indenture.

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(b) 8.02 or 8.02(c) hereof to the outstanding Notes8.03 hereof: (1a) the The Issuer must irrevocably deposit in trust (subject to Section 8.05 hereof) with the Trustee, Trustee cash in trust, for the benefit of the Holders, U.S. Legal Tender, dollars or U.S. Government Obligations or a combination thereof, in such amounts as the principal of and interest on which will be sufficient (without reinvestment)sufficient, in the opinion of a nationally recognized firm of independent public accountants selected by the Issueran Independent Financial Advisor, to pay the principal of and interest and of, premium, if any, and interest on the outstanding Notes on the stated date for payment thereof or on the applicable redemption date Notesdate, as the case may be, as specified in an Officer’s Certificate, and the Issuer must specify whether the Notes are being defeased to maturity or to a particular redemption date; (2b) in the case of Legal Defeasancean election under Sections 8.01 and 8.02 hereof, the Issuer shall have has delivered to the Trustee an Opinion of Counsel in reasonably acceptable to the United States Trustee confirming that: (a1) the Issuer has received from, or there has been published by by, the Internal Revenue Service, Service a ruling, ; or (b2) since the date of this Indenture, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal or UK income tax purposes as a result of such deposit and Legal Defeasance and will be subject to U.S. federal and UK 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; (3c) in the case of Covenant Defeasancean election under Sections 8.01 and 8.03 hereof, the Issuer shall have delivered must deliver to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal or UK income tax purposes as a result of such deposit and Covenant Defeasance and will be subject to U.S. federal and UK 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; (4d) 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 borrowing of funds to be applied to such deposit); (5e) the such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a Default under this Indenture or a default under under, any other material agreement or instrument (other than this Indenture) to which the Issuer or any of its Restricted Subsidiaries is a party or by which the Issuer or any of its Restricted Subsidiaries is bound (other than any such Default and is not prohibited by Article 12 hereof or default resulting solely from the borrowing of funds to be applied to such deposit)Intercreditor Deed; (6f) the Issuer shall have delivered must deliver to the Trustee an Officers’ Officer’s Certificate stating that the deposit was not made by it the Issuer with the intent of preferring the Holders of Notes being defeased over any the other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of its creditors; andthe Issuer or others; (7g) the Issuer shall have delivered must deliver to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that the all conditions precedent provided for in, in or relating to the case of Legal Defeasance or the Officers’ Certificate, clauses (1) through (6), as applicable, and, in the case of the Opinion of Counsel, clauses (2), if applicable, and/or (3) and (5) of this Section 8.03 Covenant 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 of either Section 8.02(b) 9.02 or 8.02(c) hereof 9.03 to the outstanding NotesNotes and the Guarantees: In order to exercise either Legal Defeasance or Covenant Defeasance: (1a) the Issuer Company must irrevocably deposit with the TrusteeTrustee (or other qualifying trustee), in trust, for the benefit of the Holders, U.S. Legal Tender, legal tender or U.S. Government Obligations Obligations, or a combination thereof, in such amounts as will be sufficient (without reinvestment)sufficient, in the opinion of a nationally recognized firm of independent public accountants selected by the Issueraccountants, to pay the principal of and interest and of, premium, if any, and interest on the Notes on the stated date for payment scheduled due dates or on the redemption date applicable Redemption Date, as the case may be, provided that the Trustee shall have received an irrevocable written order from the Company 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 Notes; (2b) in the case of Legal Defeasancean election under Section 9.02, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel in reasonably acceptable to the United States Trustee confirming that: that (ai) the Issuer Company has received from, or there has been published by by, the Internal Revenue Service, Service a ruling, or ruling or (bii) since the date of this Indenture, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit, Legal Defeasance and discharge and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit, Legal Defeasance and discharge had not occurred; (3c) in the case of Covenant Defeasancean election under Section 9.03, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit, Covenant Defeasance and discharge and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit, Covenant Defeasance and discharge had not occurred; (4d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or insofar as Sections 6.01(f) and 6.01(g) are concerned, at any time in 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 (other than a Default resulting from the borrowing of funds it being understood that this condition shall not be deemed to be applied to satisfied until the expiration of such depositperiod); (5e) the such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a Default under default under, this Indenture or a default under any other material agreement or instrument to which the Issuer Company or any of its Subsidiaries is a party or by which the Issuer Company or any of its Subsidiaries is bound (other than any such Default or default resulting solely from the borrowing of funds to be applied to such deposit)bound; (6f) the Issuer Company shall have delivered to the Trustee an Officers’ ' Certificate stating that the deposit was not made by it the Company with the intent of preferring the Holders over any other creditors credi- tors of the Issuer Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of its creditors; andthe Company or others; (7g) the Issuer Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that the all conditions precedent provided for in, in or relating to the case of Legal Defeasance or the Officers’ Certificate, clauses (1) through (6), as applicable, and, in the case of the Opinion of Counsel, clauses (2), if applicable, and/or (3) and (5) of this Section 8.03 Covenant Defeasance have been complied with; (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 Indebtedness of the Company or Guarantor Senior Indebtedness of any Guarantor, including, without limitation, those arising under this Indenture, and (ii) assuming no intervening event of the type described in Sections 6.01(f) and 6.01(g) between the date of deposit and the 91st day following the deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law (it being understood that this condition should not be deemed to be satisfied until the expiration of such period) and further assuming that no Holder is an insider of the Company, after the 91st day following the deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law (it being understood that this condition should not be deemed to be satisfied until the expiration of such period), the trust funds will not be subject to the effect of any applicable Bankruptcy Law; (i) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company; and (j) the Company shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02(b) 9.02 or 8.02(c) hereof 9.03 to the outstanding NotesNotes and the Guarantees: In order to exercise either Legal Defeasance or Covenant Defeasance: (1a) the Issuer Company must irrevocably deposit with the TrusteeTrustee (or other qualifying trustee), in trust, for the benefit of the Holders, U.S. Legal Tender, legal tender or U.S. Government Obligations Obligations, or a combination thereof, in such amounts as will be sufficient (without reinvestment)sufficient, in the opinion of a nationally recognized firm of independent public accountants selected by the Issueraccountants, to pay the principal of and interest and of, premium, if any, and interest on the Notes on the stated date for payment scheduled due dates or on the redemption date applicable Redemption Date, as the case may be, provided that the Trustee shall have received an irrevocable written order from the Company 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 Notes; (2b) in the case of Legal Defeasancean election under Section 9.02, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel in reasonably acceptable to the United States Trustee confirming that: that (ai) the Issuer Company has received from, or there has been published by by, the Internal Revenue Service, Service a ruling, or ruling or (bii) since the date of this Indenture, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit, Legal Defeasance and discharge and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit, Legal Defeasance and discharge had not occurred; (3c) in the case of Covenant Defeasancean election under Section 9.03, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit, Covenant Defeasance and discharge and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit, Covenant Defeasance and discharge had not occurred; (4d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or insofar as Sections 6.01(h) and 6.01(i) are concerned, at any time in 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 (other than a Default resulting from the borrowing of funds it being understood that this condition shall not be deemed to be applied to satisfied until the expiration of such depositperiod); (5e) the such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, of or constitute a Default default under this Indenture or a default under any other material agreement or instrument to which the Issuer Company or any of its Subsidiaries is a party or by which the Issuer Company or any of its Subsidiaries is bound (other than any such Default or default resulting solely from the borrowing of funds to be applied to such deposit)bound; (6f) the Issuer Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by it the Company with the intent of preferring the Holders over any other creditors of the Issuer Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of its creditors; andthe Company or others; (7g) the Issuer Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the all conditions precedent provided for in, in or relating to the case of Legal Defeasance or the Officers’ Certificate, clauses (1) through (6), as applicable, and, in the case of the Opinion of Counsel, clauses (2), if applicable, and/or (3) and (5) of this Section 8.03 Covenant Defeasance have been complied with; (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 Indebtedness of the Company or Guarantor Senior Indebtedness of any Guarantor, including, without limitation, those arising under this Indenture, and (ii) assuming no intervening event of the type described in Sections 6.01(h) and 6.01(i) between the date of deposit and the 91st day following the deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law (it being understood that this condition should not be deemed to be satisfied until the expiration of such period) and further assuming that no Holder is an insider of the Company, after the 91st day following the deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law (it being understood that this condition should not be deemed to be satisfied until the expiration of such period), the trust funds will not be subject to the effect of any applicable Bankruptcy Law; (i) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company; and (j) the Company shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended.

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02(b) or 8.02(c) hereof to the outstanding Notes: (1) the Issuer Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, U.S. Legal Tender, U.S. Government Obligations or a combination thereof, in such amounts as will shall be sufficient (without reinvestment), in the opinion of a nationally recognized firm of independent public accountants selected by the IssuerCompany, to pay the principal of and interest and premium, if any, on the Notes on the stated date for payment or on the redemption date of the Notes;, (2) in the case of Legal Defeasance, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: (a) the Issuer Company has received from, or there has been published by the Internal Revenue Service, a ruling, or (b) since the date of this Indenture, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon the Holders 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;, (3) in the case of Covenant Defeasance, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders 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 U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;, (4) no Default shall have occurred and be continuing on the date of such deposit (other than a Default resulting from the borrowing of funds to be applied to such deposit);, (5) the Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a Default under this Indenture or a default under any other material agreement or instrument to which the Issuer Company or any of its Subsidiaries is a party or by which the Issuer Company or any of its Subsidiaries is bound (other than any such Default or default resulting solely from the borrowing of funds to be applied to such deposit);. (6) the Issuer Company shall have delivered to the Trustee an Officers’ ' Certificate stating that the deposit was not made by it with the intent of preferring the Holders over any other creditors of the Issuer Company or with the intent of defeating, hindering, delaying or defrauding any other of its creditors; , and (7) the Issuer Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that the conditions provided for in, in the case of the Officers’ ' Certificate, clauses (1) through (6), as applicable, and, in the case of the Opinion of Counsel, clauses (2), if applicable, and/or (3) and (5) of this Section 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(b13.1(b) or 8.02(c13.1(c) hereof to the outstanding Notes: (1) the Issuer must Issuers shall irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, U.S. Legal Tender, U.S. Government Obligations or a combination thereof, in such amounts as will be sufficient (without reinvestment), in the opinion of a nationally recognized firm of independent public accountants selected by the IssuerIssuers, to pay the principal of and interest and premium, if any, on the Notes on the stated date for payment or on the redemption date of the Notes; (2) in the case of Legal Defeasance, the Issuer Issuers shall have delivered to the Trustee an Opinion of Counsel in the United States confirming that: (a) the Issuer has Issuers have received from, or there has been published by the Internal Revenue Service, a ruling, or (b) since the date of this Indenture, there has been a change in the applicable U.S. federal Federal income tax law, in either case to the effect that, and based thereon this Opinion of Counsel shall confirm that the Holders will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Issuer Issuers shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default shall have occurred and be continuing on the date of such deposit (other than a Default resulting from the borrowing of funds to be applied to such depositdeposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens on the deposited funds in connection therewith); (5) the Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a Default under this Indenture or a default under any other material agreement or instrument (other than this Indenture) to which the Issuer Parent or any of its Subsidiaries is a party or by which the Issuer Parent or any of its Subsidiaries is bound (other than any such Default or default resulting solely relating to any Indebtedness being defeased from the any borrowing of funds to be applied to such depositdeposit and any similar and simultaneous deposit relating to such Indebtedness, and the granting of Liens on the deposited funds in connection therewith); (6) the Issuer Issuers shall have delivered to the Trustee an Officers’ Officer’s Certificate stating that the deposit was not made by it them with the intent of preferring the Holders over any other creditors of the Issuer Issuers or with the intent of defeating, hindering, delaying or defrauding any other of its creditorstheir creditors or others; and (7) the Issuer Issuers shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that the conditions provided for in, in the case of the Officers’ Officer’s Certificate, clauses (1) through (6), as applicable, and, in the case of the Opinion of Counsel, clauses (2), if applicable, and/or (3) and (5) of this Section 8.03 13.2 have been complied with.

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(b) 8.02 or 8.02(c) hereof the Covenant Defeasance option under Section 8.03 with respect to the outstanding Notes: (1) the Issuer Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. Legal Tenderdollars, U.S. dollar-denominated Government Obligations Securities, or a combination thereof, in such amounts as will shall be sufficient (without reinvestment)sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants selected by the Issuerwithout consideration of any reinvestment of interest, to pay the principal of and interest of, and premium, if any, and interest due on the outstanding Notes on the stated date for payment Stated Maturity or on the applicable redemption date Notesdate, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to a particular redemption date; (2) in the case of Legal Defeasance, the Issuer shall have Company has delivered to the Trustee an Opinion of Counsel in the United States confirming that: that (aA) the Issuer Company has received from, or there has been published by by, the Internal Revenue Service, Service a ruling, or or (bB) since the date of this IndentureIssue 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 of Counsel shall confirm that the Holders 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; (3) in the case of Covenant Defeasance, the Issuer shall have Company has delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable confirming that, subject to the Trustee confirming that customary assumptions and exclusions, the Holders 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 U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default in the case of Legal Defeasance or Covenant Defeasance, the Company must deliver to the Trustee an opinion of counsel qualified to practice in Canada (such counsel acceptable to the Trustee, acting reasonably) or a ruling from the Canada Revenue Agency to the effect that holders of the outstanding Notes shall have occurred not recognize income, gain or loss for Canadian federal, provincial or territorial income tax or other tax purposes as a result of such Legal Defeasance or Covenant Defeasance, as applicable, and shall only be continuing subject to Canadian federal, provincial or territorial income tax and other taxes on the date of same amounts, in the same manner and at the same times as would have been the case if such deposit (other than a Default resulting from the borrowing of funds to be applied to such deposit)Legal Defeasance or Covenant Defeasance, as applicable, not occurred; (5) the such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a Default under this Indenture or a default under any other material agreement or instrument (other than this Indenture) to which the Issuer Company or any of its Restricted Subsidiaries is a party or by which the Issuer Company or any of its Restricted Subsidiaries is bound bound; (6) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than any such a Default or default an Event of Default resulting solely from the borrowing of funds to be applied to make such depositdeposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith); (67) the Issuer shall have Company has delivered to the Trustee an Officers’ Opinion of Counsel to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions, including that no intervening bankruptcy of the Company between the date of deposit and the 91st day following the deposit and assuming that no Holder is an "insider" of the Company under applicable bankruptcy law, after the 91st day following the deposit, the trust funds shall not be subject to the effect of any applicable bankruptcy, insolvency, reorganization of similar laws affecting creditors' rights generally; (8) the Company has delivered to the Trustee an Officer's Certificate stating that the deposit was not made by it with the intent of preferring the Holders over any other creditors of the Issuer or Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company, any other of its creditors; andGuarantor or others; (79) the Issuer shall have Company has delivered to the Trustee an Officers’ Officer's Certificate and an Opinion of CounselCounsel (which Opinion of Counsel may be subject to customary assumptions and exclusions), each stating that all conditions precedent relating to the conditions provided for inLegal Defeasance or the Covenant Defeasance, in as the case of the Officers’ Certificatemay be, clauses (1) through (6), as applicable, and, in the case of the Opinion of Counsel, clauses (2), if applicable, and/or (3) and (5) of this Section 8.03 have been complied with; and (10) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be (which instructions may be contained in the Officer's Certificate referred to in clause (8) above).

Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02(b) or 8.02(c) hereof to the outstanding Notes: In order to exercise either Legal Defeasance or Covenant Defeasance: (1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, U.S. Legal Tender, U.S. Government Obligations or a combination thereof, in such amounts as will be sufficient (without reinvestment), in the opinion of a nationally recognized firm of independent public accountants selected by the Issuer, to pay the principal of and interest and premium, if any, on the Notes on the stated date for payment or on the redemption date of the principal or installment of principal of or interest on the Notes;, and the Holders must have a valid, perfected, exclusive security interest in such trust, (2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States confirming that: (a) the Issuer has received from, or there has been published by the Internal Revenue Service, a ruling, or (b) since the date of this the Indenture, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;, (3) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders 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 purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;, (4) no Default shall have occurred and be continuing on the date of such deposit (other than a Default resulting from the borrowing of funds to be applied to such depositdeposit and the grant of any Lien securing such borrowing);, (5) the Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a Default under this Indenture or (other than a default under Default resulting solely from the borrowing of funds to be applied to such deposit and the grant of any Lien on such deposit in favor of the Trustee and/or the Holders), any other material agreement or instrument to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound (other than any such Default or default resulting solely from the borrowing of funds to be applied to such deposit);bound, (6) the Issuer shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by it with the intent of preferring the Holders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other of its creditors; creditors or others, and (7) the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the conditions provided for in, in the case of the Officers’ Certificate, clauses (1) through (6), as applicable, ) and, in the case of the Opinion of Counsel, clauses (21) (with respect to the validity and perfection of the security interest), if applicable, (2) and/or (3) ), as applicable, and (5) of this Section 8.03 paragraph have been complied with.