Common use of Conditions to Legal Defeasance Clause in Contracts

Conditions to Legal Defeasance. The following shall be the conditions to application of Section 13.01 to the outstanding Notes: (a) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Noteholders, cash in dollars, U.S. Government Obligations or a combination thereof in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants (such opinion to be addressed and delivered to the Trustee, and upon which the Trustee shall have no liability in relying), to pay the principal, premium, if any, and interest on the Notes outstanding on the Stated Maturity Date or on the applicable optional redemption date, as the case may be, and the Company must specify whether such Notes are being defeased to maturity or to a particular redemption date; (b) the Issuers shall have delivered to the Noteholders and the Trustee an opinion of counsel in the United States confirming that (a) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the First Closing Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel shall confirm that, the Noteholders will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) 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) or, insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of deposit; (d) such Legal Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than the Financing Documents) to which Holdings or any of its Subsidiaries is a party or by which Holdings or any of its Subsidiaries is bound; (e) the Issuers must have delivered to the Noteholders and the Trustee an opinion of counsel to the effect that, assuming no intervening bankruptcy of any Issuer or any Guarantor between the date of deposit and the 181st day following the deposit, and assuming that no Noteholder is an “insider” of an Issuer under applicable Bankruptcy Law, after the 181st day following the deposit, the trust funds will not be subject to the effect of applicable Bankruptcy Law; (f) the Company must deliver to the Noteholders and the Trustee a certificate of a Responsible Officer stating that the deposit was not made by the Company with the intent of preferring the Noteholders over the other creditors of the Issuers with the intent of defeating, hindering, delaying or defrauding creditors of the Issuers or others; and (g) the Issuers must deliver to the Noteholders and the Trustee a certificate of a Responsible Officer and an opinion of counsel, each stating that all conditions precedent provided for relating to the Legal Defeasance have been complied with.

Conditions to Legal Defeasance. The following shall be the conditions to the application of Section 13.01 8.02 hereof to the outstanding Senior Discount Notes: In order to exercise Legal Defeasance: (ai) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the NoteholdersHolders of the Senior Discount Notes, cash in U.S. dollars, U.S. non-callable Government Obligations Securities, or a combination thereof thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants (such opinion to be addressed and delivered to the Trustee, and upon which the Trustee shall have no liability in relying)accountants, to pay the principalprincipal amount at maturity of or Accreted Value (as applicable), premium, if any, interest and interest Liquidated Damages, if any, on the outstanding Senior Discount Notes outstanding on the Stated Maturity Date stated maturity or on the applicable optional redemption date, as the case may be, and the Company must specify whether such the Senior Discount Notes are being defeased to maturity or to a particular redemption date; (bii) the Issuers Company shall have delivered to the Noteholders and the Trustee an opinion of counsel in the United States confirming that (aA) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling or (bB) since the First Closing Datedate of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel shall confirm that, the Noteholders Holders of the outstanding Senior Discount Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (ciii) [intentionally omitted]; (iv) 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) or, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st 91st day after the date of deposit; (dv) such Legal Defeasance will not result in a breach or violation of, or constitute a default under, under any material agreement or instrument (other than the Financing Documentsthis Indenture) to which Holdings the Company or any of its Subsidiaries is a party or by which Holdings the Company or any of its Subsidiaries is bound; (evi) the Issuers Company must have delivered to the Noteholders and the Trustee an opinion of counsel to the effect that, assuming no intervening bankruptcy of any Issuer or any Guarantor between the date of deposit and the 181st day following the deposit, and assuming that no Noteholder is an “insider” of an Issuer under applicable Bankruptcy Law, after the 181st 91st day following the deposit, the trust funds will not be subject to the effect of any applicable Bankruptcy Lawbankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; (fvii) the Company must deliver to the Noteholders and the Trustee a certificate of a Responsible Officer an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Noteholders Holders of Senior Discount Notes over the other creditors of the Issuers Company with the intent of defeating, hindering, delaying or defrauding creditors of the Issuers Company or others; and (gviii) the Issuers Company must deliver to the Noteholders and the Trustee a certificate of a Responsible Officer an Officers' Certificate and an opinion of counsel, each stating that all conditions precedent provided for under this Indenture relating to the Legal Defeasance have been complied with.

Conditions to Legal Defeasance. The following shall be the conditions to the application of Section 13.01 9.02 hereof to the outstanding Notes: In order to exercise Legal Defeasance: (a) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the NoteholdersHolders, cash in United States dollars, U.S. non-callable Government Obligations Securities, or a combination thereof thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants (such opinion to be addressed and delivered to the Trustee, and upon which the Trustee shall have no liability in relying)accountants, to pay the principalprincipal of, premium, if any, and interest on the outstanding Notes outstanding on the Stated Maturity Date stated date for payment thereof or on the applicable optional redemption dateRedemption Date, as the case may be, and the Company must specify whether such Notes are being defeased to maturity or to a particular redemption date; (b) in the Issuers case of an election under Section 9.02 hereof, the Company shall have delivered to the Noteholders and the Trustee an opinion Opinion of counsel Counsel in the United States confirming that (aA) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling or (bB) since the First Closing Datedate of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion Opinion of counsel Counsel shall confirm that, the Noteholders Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) 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) or, insofar as Events of Default from bankruptcy Sections 7.01(f) or insolvency events are 7.01(g) hereof is concerned, at any time in the period ending on the 181st 91st day after the date of deposit; (d) such Legal Defeasance will shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than the Financing Documentsthis Indenture) to which Holdings the Company or any of its Subsidiaries is a party or by which Holdings the Company or any of its Subsidiaries is bound; (e) the Issuers must Company shall have delivered to the Noteholders and the Trustee an opinion Opinion of counsel Counsel (which may be subject to reasonable customary exceptions) to the effect that, assuming no intervening bankruptcy of any Issuer or any Guarantor between the date of deposit and the 181st day following the deposit, and that (assuming that no Noteholder is Holder of any Notes would be considered an “insider” insider of an Issuer the Company under applicable Bankruptcy Law, bankruptcy or insolvency law) after the 181st 91st day following the deposit, the trust funds will not be subject to the effect of any applicable Bankruptcy Lawbankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; (f) the Company must deliver shall have delivered to the Noteholders and the Trustee a certificate of a Responsible Officer an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Noteholders Holders over the any other creditors of the Issuers Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuers Company or others; and (g) the Issuers must deliver Company shall have delivered to the Noteholders and the Trustee a certificate of a Responsible Officer an Officers' Certificate and an opinion Opinion of counselCounsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance have been complied with.

Conditions to Legal Defeasance. The following shall be the conditions to the application of Section 13.01 12.2 hereof to the outstanding New Notes: In order to exercise Legal Defeasance: (a) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the NoteholdersHolders, cash in United States dollars, U.S. non-callable Government Obligations Securities, or a combination thereof thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants (such opinion to be addressed and delivered to the Trustee, and upon which the Trustee shall have no liability in relying)accountants, to pay the principalprincipal of, premium, if any, and interest on the New Notes outstanding on the Stated Maturity Date stated date for payment thereof or on the applicable optional redemption date, as the case may be, and of such principal or installment of principal of, premium, if any, or interest on the Company must specify whether such Notes are being defeased to maturity or to a particular redemption dateNew Notes; (b) the Issuers Company shall have delivered to the Noteholders and the Trustee an opinion Opinion of counsel Counsel in the United States reasonably acceptable to the Trustee confirming that (aA) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling or (bB) since the First Closing Datedate of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion Opinion of counsel Counsel shall confirm that, the Noteholders Holders of the New Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) 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 incurrence of funds Indebtedness all or a portion of the proceeds of which will be used to be applied defease the New Notes pursuant to this Article 12 concurrently with such depositincurrence) or, or insofar as Events of Default from bankruptcy or insolvency events Sections 9.1(f) and 9.1(g) hereof are concerned, at any time in the period ending on the 181st 91st day after the date of such deposit; (d) such Legal Defeasance will shall not result in a breach or violation of, or constitute a default under, under this Indenture or any other material agreement or instrument (other than the Financing Documents) to which Holdings the Company or any of its Subsidiaries is a party or by which Holdings the Company or any of its Subsidiaries is bound; (e) the Issuers must Company shall have delivered to the Noteholders and the Trustee an opinion of counsel to the effect that, assuming no intervening bankruptcy of any Issuer or any Guarantor between the date of deposit and the 181st day following the deposit, and assuming that no Noteholder is an “insider” of an Issuer under applicable Bankruptcy Law, after the 181st day following the deposit, the trust funds will not be subject to the effect of applicable Bankruptcy Law; (f) the Company must deliver to the Noteholders and the Trustee a certificate of a Responsible Officer Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Noteholders Holders over the any other creditors of the Issuers Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuers or othersCompany; and (gf) the Issuers must deliver Company shall have delivered to the Noteholders and the Trustee a certificate of a Responsible Officer an Officers' Certificate and an opinion Opinion of counselCounsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance have been complied with.

Conditions to Legal Defeasance. The following shall be the conditions In order to application of exercise Legal Defeasance under Section 13.01 to the outstanding Notes8.02 hereof: (a) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the NoteholdersHolders, cash in U.S. dollars, U.S. non-callable Government Obligations Securities, or a combination thereof thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants (such opinion to be addressed and delivered to the Trustee, and upon which the Trustee shall have no liability in relying)accountants, to pay the principal, principal of and premium, if any, and interest any Additional Amounts that may be due and payable, if any, on the outstanding Notes outstanding on the Stated Maturity Date stated date for payment thereof or on the applicable optional redemption dateRedemption Date, as the case may be, and the Company must specify whether such the Notes are being defeased to maturity such stated date for payment or to a particular redemption dateRedemption Date; (b) in the Issuers shall have delivered case of an election under Section 8.02 hereof, the Company must deliver to the Noteholders and the Trustee an opinion Opinion of counsel Counsel in the United States reasonably acceptable to the Trustee confirming that that: (ai) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling or ruling; or (bii) since the First Closing Datedate of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion Opinion of counsel Counsel shall confirm that, the Noteholders 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; (c) 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) or, insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of deposit; (d) such Legal Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than the Financing Documents) to which Holdings or any of its Subsidiaries is a party or by which Holdings or any of its Subsidiaries is bound; (e) the Issuers must have delivered to the Noteholders and the Trustee an opinion of counsel to the effect that, assuming no intervening bankruptcy of any Issuer or any Guarantor between the date of deposit and the 181st day following the deposit, and assuming that no Noteholder is an “insider” of an Issuer under applicable Bankruptcy Law, after the 181st day following the deposit, the trust funds will not be subject to the effect of applicable Bankruptcy Law; (f) the Company must deliver to the Noteholders and the Trustee a certificate of a Responsible Officer stating that the deposit was not made by the Company with the intent of preferring the Noteholders over the other creditors of the Issuers with the intent of defeating, hindering, delaying or defrauding creditors of the Issuers or others; and (g) the Issuers must deliver to the Noteholders and the Trustee a certificate of a Responsible Officer and an opinion of counsel, each stating that all conditions precedent provided for relating to the Legal Defeasance have been complied with.

Conditions to Legal Defeasance. The following shall be the conditions to the application of Section 13.01 8.2 hereof to the outstanding Notes: In order to exercise Legal Defeasance: (a) the Company Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the NoteholdersHolders, cash in United States dollars, U.S. non-callable Government Obligations Securities, or a combination thereof thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants (such opinion to be addressed and delivered to the Trustee, and upon which the Trustee shall have no liability in relying)accountants, to pay the principalprincipal of, premium, if any, and interest and Liquidated Damages, if any, on the outstanding Notes outstanding on the Stated Maturity Date stated maturity or on the applicable optional redemption date, as the case may be, and the Company Issuers must specify whether such the Notes are being defeased to maturity or to a particular redemption date; (b) in the case of an election under Section 8.2 hereof, the Issuers shall have delivered to the Noteholders and the Trustee an opinion Opinion of counsel Counsel in the United States acceptable to the Trustee confirming that (aA) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling or (bB) since the First Closing Datedate of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion Opinion of counsel Counsel shall confirm that, the Noteholders Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) 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) or, insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of deposit; (d) such Legal Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than the Financing Documents) to which Holdings or any of its Subsidiaries is a party or by which Holdings or any of its Subsidiaries is bound; (e) the Issuers must have delivered to the Noteholders and the Trustee an opinion of counsel to the effect that, assuming no intervening bankruptcy of any Issuer or any Guarantor between the date of deposit and the 181st day following the deposit, and assuming that no Noteholder is an “insider” of an Issuer under applicable Bankruptcy Law, after the 181st day following the deposit, the trust funds will not be subject to the effect of applicable Bankruptcy Law; (f) the Company must deliver to the Noteholders and the Trustee a certificate of a Responsible Officer stating that the deposit was not made by the Company with the intent of preferring the Noteholders over the other creditors of the Issuers with the intent of defeating, hindering, delaying or defrauding creditors of the Issuers or others; and (g) the Issuers must deliver to the Noteholders and the Trustee a certificate of a Responsible Officer and an opinion of counsel, each stating that all conditions precedent provided for relating to the Legal Defeasance have been complied with.