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

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance: (a) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of and premium, if any, interest and Additional Interest, if any, on the outstanding Notes on the date of fixed maturity or on the applicable redemption date, as the case may be, and the Issuers must specify whether the Notes are being defeased to the date of fixed maturity or to a particular redemption date; (b) in the case of an election under Section 8.02 hereof, the Issuers shall have delivered to the Trustee an Opinion of Counsel confirming that: (1) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or (2) since the date 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 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) in the case of an election under Section 8.03 hereof, the Issuers shall have delivered to the Trustee an Opinion of Counsel confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (f) the Issuers shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders over any other creditors of the Issuers or with the intent of defeating, hindering, delaying or defrauding creditors of the Issuers or others; and (g) the Issuers shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance under either Section 12.02 or Section 12.03 hereof: (a) the Issuers Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay the principal of and premiumof, if any, interest premium and Additional Interest, if any, on and interest on, the outstanding Notes on the stated date of fixed maturity for payment thereof or on the applicable redemption dateRedemption Date, as the case may be, and the Issuers Issuer must specify whether the Notes are being defeased to the such stated date of fixed maturity for payment or to a particular redemption dateRedemption Date; (b) in the case of an election under Section 8.02 12.02 hereof, the Issuers shall have delivered Issuer must deliver to the Trustee an Opinion of Counsel confirming that: (1) the Issuers have Issuer has received from, or there has been published by, the Internal Revenue Service a ruling; or (2) since the date 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 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) in the case of an election under Section 8.03 12.03 hereof, the Issuers shall have delivered Issuer must deliver to the Trustee an Opinion of Counsel confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such depositdeposit (and any similar concurrent deposit relating to other indebtedness being defeased, discharged or replaced), and the granting of liens to secure such borrowings); (e) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this IndentureIndenture and the agreements governing any other indebtedness being defeased, discharged or replaced) to which the Company Issuer or any of its Subsidiaries the Guarantor is a party or by which the Company Issuer or any of its Subsidiaries the Guarantor is bound; (f) the Issuers shall have delivered Issuer must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers Issuer with the intent of preferring the Holders of Notes over any the other creditors of the Issuers or Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers Issuer or others; and (g) the Issuers shall have delivered Issuer must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance under either Section 12.02 or 12.03 hereof: (a) the Issuers Issuer must irrevocably deposit with the TrusteeTrustee (or such other entity designated by the Trustee for this purpose in accordance with the terms of this Indenture), in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, euros in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay the principal of and premiumof, premium if any, and interest and Additional Intereston, if any, on the outstanding Notes on the stated date of fixed maturity for payment thereof or on the applicable redemption dateRedemption Date, as the case may be, and the Issuers Issuer must specify whether the Notes are being defeased to the such stated date of fixed maturity for payment or to a particular redemption dateRedemption Date; (b) in the case of an election under Section 8.02 12.02 hereof, the Issuers shall have delivered Issuer must deliver to the Trustee an Opinion of Counsel confirming that: (1i) the Issuers have Issuer has received from, or there has been published by, the Internal Revenue Service a ruling; or (2ii) since the date 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 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) in the case of an election under Section 8.03 12.03 hereof, the Issuers shall have delivered Issuer must deliver to the Trustee an Opinion of Counsel confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such depositdeposit (and any similar concurrent deposit relating to other indebtedness being defeased, discharged or replaced), and the granting of liens to secure such borrowings); (e) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this IndentureIndenture and the agreements governing any other indebtedness being defeased, discharged or replaced) to which the Company Issuer or any of its Subsidiaries a Guarantor is a party or by which the Company Issuer or any of its Subsidiaries a Guarantor is bound; (f) the Issuers shall have delivered Issuer must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers Issuer with the intent of preferring the Holders of Notes over any the other creditors of the Issuers or Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers Issuer or others; and (g) the Issuers shall have delivered Issuer must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance under either Section 12.02 or 12.03 hereof: (a) the Issuers Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay the principal of and premiumof, if any, interest premium and Additional Interest, if any, on and interest on, the outstanding Notes on the stated date of fixed maturity for payment thereof or on the applicable redemption dateRedemption Date, as the case may be, and the Issuers Issuer must specify whether the Notes are being defeased to the such stated date of fixed maturity for payment or to a particular redemption dateRedemption Date; (b) in the case of an election under Section 8.02 12.02 hereof, the Issuers shall have delivered Issuer must deliver to the Trustee an Opinion of Counsel confirming that: (1) the Issuers have Issuer has received from, or there has been published by, the Internal Revenue Service a ruling; or (2) since the date 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 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) in the case of an election under Section 8.03 12.03 hereof, the Issuers shall have delivered Issuer must deliver to the Trustee an Opinion of Counsel confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such depositdeposit (and any similar concurrent deposit relating to other indebtedness being defeased, discharged or replaced), and the granting of liens to secure such borrowings); (e) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this IndentureIndenture and the agreements governing any other indebtedness being defeased, discharged or replaced) to which the Company Issuer or any of its Subsidiaries the Guarantor is a party or by which the Company Issuer or any of its Subsidiaries the Guarantor is bound; (f) the Issuers shall have delivered Issuer must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers Issuer with the intent of preferring the Holders of Notes over any the other creditors of the Issuers or Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers Issuer or others; and (g) the Issuers shall have delivered Issuer must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance under either Section 8.02 or 8.03 hereof: (a) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized an accounting, appraisal or investment banking firm of independent public accountantsnational standing, to pay the principal of and of, premium, if any, interest on, and Additional Interestinterest, if any, on on, the outstanding Notes on the stated date of fixed maturity for payment thereof or on the applicable redemption date, as the case may be, and the Issuers must specify whether the Notes are being defeased to the such stated date of fixed maturity for payment or to a particular redemption date (provided that if such redemption is made as provided in Section 3.07(b), (x) the amount of cash in U.S. dollars, non-callable Government Securities, or a combination thereof, that must be irrevocably deposited will be determined using an assumed Applicable Premium calculated as of the date of such deposit and (y) the depositor must irrevocably deposit or cause to be deposited additional money in trust on the redemption date as necessary to pay the Applicable Premium as determined on such date); (b) in the case of an election under Section 8.02 hereof, the Issuers shall have delivered must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: (1) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or (2) since the date 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 will confirm that, the 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) in the case of an election under Section 8.03 hereof, the Issuers shall have delivered must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have has occurred and be is 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 (and any similar concurrent deposit relating to other Indebtedness), and the granting of Liens to secure such borrowings); (e) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this IndentureIndenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (f) the Issuers shall have delivered must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of the Notes over any the other creditors of the Issuers or with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers or others; and (g) the Issuers shall have delivered must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance under either Section 8.02 or 8.03 of this Indenture: (a1) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereofof cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of of, or interest and premium, if any, interest and Additional Intereston, if any, on the outstanding Notes on the stated date of fixed maturity for payment thereof or on the applicable redemption date, as the case may be, and the Issuers Company must specify whether the Notes are being defeased to the such stated date of fixed maturity for payment or to a particular redemption date; (b2) in the case of an election under Section 8.02 hereofLegal Defeasance, the Issuers shall have delivered Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: that (1a) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (2b) since the date of this IndentureIssue 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 will confirm that, the Holders beneficial owners of the outstanding Notes will shall not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c3) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Issuers shall have delivered Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders beneficial owners of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (e4) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under, any material agreement (including, without limitation, the Credit Agreement) or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (f5) the Issuers shall have delivered Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers Company with the intent of preferring the Holders over any the other creditors of the Issuers or Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers Company or others; and (g6) the Issuers shall have delivered Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance under either Section 12.02 or 12.03 hereof: (a) the Issuers Issuer must irrevocably deposit with the TrusteeTrustee (or such other entity designated by the Trustee for this purpose in accordance with the terms of this Indenture), in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, pounds sterling in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay the principal of and premiumof, premium if any, and interest and Additional Intereston, if any, on the outstanding Notes on the stated date of fixed maturity for payment thereof or on the applicable redemption dateRedemption Date, as the case may be, and the Issuers Issuer must specify whether the Notes are being defeased to the such stated date of fixed maturity for payment or to a particular redemption dateRedemption Date; (b) in the case of an election under Section 8.02 12.02 hereof, the Issuers shall have delivered Issuer must deliver to the Trustee an Opinion of Counsel confirming that: (1i) the Issuers have Issuer has received from, or there has been published by, the Internal Revenue Service a ruling; or (2ii) since the date 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 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) in the case of an election under Section 8.03 12.03 hereof, the Issuers shall have delivered Issuer must deliver to the Trustee an Opinion of Counsel confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such depositdeposit (and any similar concurrent deposit relating to other indebtedness being defeased, discharged or replaced), and the granting of liens to secure such borrowings); (e) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this IndentureIndenture and the agreements governing any other indebtedness being defeased, discharged or replaced) to which the Company Issuer or any of its Subsidiaries a Guarantor is a party or by which the Company Issuer or any of its Subsidiaries a Guarantor is bound; (f) the Issuers shall have delivered Issuer must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers Issuer with the intent of preferring the Holders of Notes over any the other creditors of the Issuers or Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers Issuer or others; and (g) the Issuers shall have delivered Issuer must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance under Section 8.02 hereof or Covenant DefeasanceDefeasance under Section 8.03 hereof: (a1) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the HoldersHolders of Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereofof cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay the principal of and of, or premium, if any, or interest and Additional InterestLiquidated Damages, if any, on on, the outstanding Notes on the stated date of fixed maturity for payment thereof or on the applicable redemption date, as the case may be, and the Issuers must specify whether the Notes are being defeased to the such stated date of fixed maturity for payment or to a particular redemption date; (b2) in the case of an election under Section 8.02 hereof, the Issuers shall have delivered must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: (1A) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or (2B) since the date of this IndentureIssue 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 will confirm that, the 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; (c3) in the case of an election under Section 8.03 hereof, the Issuers shall have delivered must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default shall have has occurred and be is 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 (and any similar concurrent deposit relating to other Indebtedness), and the granting of Liens to secure such borrowings); (e5) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this IndentureIndenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which the Company Issuers or any of its Subsidiaries the Guarantors is a party or by which the Company Issuers or any of its Subsidiaries the Guarantors is bound; (f6) the Issuers shall have delivered must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes over any the other creditors of the Issuers or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuers or others; and; (g7) the Issuers shall have delivered Company must deliver to the Trustee an Officers’ Certificate and an Opinion of CounselCertificate, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance set forth in clauses (1) through (6) of this Section 8.04 have been complied with; and (8) the Company must deliver to the Trustee an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, qualifications and exclusions), stating that all conditions precedent set forth in clauses (2), (3) and (5) of this Section 8.04 have been complied with; provided that the Opinion of Counsel with respect to clause (5) of this Section 8.04 may be to the knowledge of such counsel.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 (“Legal Defeasance and Discharge”) or 8.03 (“Covenant Defeasance”) hereof: (a1) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the HoldersHolders of the Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereofof cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, as affirmed in a writing delivered to the opinion of Trustee by a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of and premiumof, if any, or interest and Additional Interestpremium on, if any, on the outstanding Notes on the stated date of fixed maturity for payment thereof or on the applicable redemption dateRedemption Date, as the case may be, and the Issuers Company must specify whether the Notes are being defeased to the such stated date of fixed maturity for payment or to a particular redemption dateRedemption Date; (b2) in the case of an election under Section 8.02 hereofLegal Defeasance, the Issuers shall have delivered Company must deliver to the Trustee an Opinion of Counsel confirming that: that (1a) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (2b) since the date 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 will confirm that, the 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; (c3) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Issuers shall have delivered Company must deliver to the Trustee an Opinion of Counsel confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default shall have has occurred and be is 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)) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (e5) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries Guarantor is a party or by which the Company or any of its Subsidiaries Guarantor is bound; (f6) the Issuers shall have delivered Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers Company with the intent of preferring the Holders over any the other creditors of the Issuers or Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers Company or others; and (g7) the Issuers shall have delivered Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance under either Section 8.02 or 8.03 hereof: (a1) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the HoldersHolders of the Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereofof cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank or firm of independent public accountants, to pay the principal of of, or interest and premium, if any, interest and Additional Interest, if any, on the outstanding Notes on the stated date of fixed maturity for payment thereof or on the applicable redemption dateRedemption Date, as the case may be, and the Issuers must specify whether the Notes are being defeased to the such stated date of fixed maturity for payment or to a particular redemption dateRedemption Date; (b2) in the case of an election under Section 8.02 hereof, the Issuers shall have delivered must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: (1A) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or (2B) since the date of this IndentureIssue 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 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; (c3) in the case of an election under Section 8.03 hereof, the Issuers shall have delivered must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such depositdeposit (and any similar concurrent deposit relating to other Indebtedness) or the grant of Liens securing such borrowings); (e5) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this IndentureIndenture or any other agreement governing other Indebtedness being defeased, discharged or replaced) to which the Company Antero Midstream Partners or any of its Subsidiaries is a party or by which the Company Antero Midstream Partners or any of its Subsidiaries is bound; (f6) the Issuers shall have delivered must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes over any the other creditors of the Issuers or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuers or othersIssuers; and (g7) the Issuers shall have delivered must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.2 or 8.3 hereof to the outstanding Notes: In order to exercise either Legal Defeasance or Covenant Defeasance: (a) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. United States dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent certified public accountants, to pay the principal of of, and premium, if any, interest and Additional Interest, if any, on the outstanding Notes on the date of fixed maturity Stated Maturity thereof or on the applicable redemption date, as the case may be, and the Issuers Company must specify whether the Notes are being defeased to the date of fixed maturity or to a particular redemption date; (b) in the case of an election under Section 8.02 8.2 hereof, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel from nationally recognized tax counsel reasonably acceptable to the Trustee confirming that: that (1A) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (2B) since the date 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 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) in the case of an election under Section 8.03 8.3 hereof, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel from nationally recognized tax counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event insofar as Events of Default resulting from bankruptcy or insolvency events are concerned, at any time in the borrowing period ending on the 91st day after the date of funds to be applied to such deposit); (e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Restricted Subsidiaries is a party or by which the Company or any of its Restricted Subsidiaries is bound; (f) the Issuers Company shall have delivered to the Trustee an Officers’ ' Certificate stating that the deposit was not made by the Issuers Company with the intent of preferring the Holders over any other creditors of the Issuers Company or with the intent of defeating, hindering, delaying or defrauding creditors of the Issuers Company or others; and; (g) the Issuers Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and (h) the deposit shall not result in the Company, the Trustee or the trust becoming or being deemed to be an "investment company" under the Investment Company Act of 1940, as amended.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance under either Section 8.02 or Section 8.03 hereof: (a1) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the HoldersHolders of Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereofof cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of of, or interest and premium, if any, interest and Additional Interest, if any, on the outstanding Notes on the stated date of fixed maturity for payment thereof or on the applicable redemption dateRedemption Date, as the case may be, and the Issuers must specify whether the Notes are being defeased to the such stated date of fixed maturity for payment or to a particular redemption dateRedemption Date; (b2) in the case of an election under Section 8.02 hereof, the Issuers shall have delivered must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: (1A) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or (2B) since the date 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 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; (c3) in the case of an election under Section 8.03 hereof, the Issuers shall have delivered must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (e5) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company Sunoco LP or any of its Subsidiaries is a party or by which the Company Sunoco LP or any of its Subsidiaries is bound; (f6) the Issuers shall have delivered must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes over any the other creditors of the Issuers or with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers or others; and (g7) the Issuers shall have delivered must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Securities: In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance with respect to any Series of Securities: (a1) the Issuers Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the HoldersHolders of that Series of Securities, cash in U.S. dollarsdollars (or the currency in which Securities of that Series is denominated), non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent registered public accountantsaccounting firm, to pay the principal amount of and (or, in the case of Original Issue Discount Securities of that Series, the portion thereby specified in the terms of such Security), premium, if any, and interest and Additional Interest, if any, on the outstanding Notes Securities of that Series on the stated date of fixed maturity for payment thereof or on the applicable redemption date, as the case may be, and the Issuers must specify whether the Notes are being defeased to the date of fixed maturity or to a particular redemption date; (b2) in the case of an election under Section 8.02 hereof, the Issuers Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: (1a) the Issuers have Issuer has received from, or there has been published by, the Internal Revenue Service a ruling; or (2b) since the date 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 Holders of the outstanding Notes Securities of that Series 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 time as would have been the case if such Legal Defeasance had not occurred; (c3) in the case of an election under Section 8.03 hereof, the Issuers Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes Securities of that Series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default with respect to that Series of Securities shall have occurred and be continuing either: (a) on the date of such deposit (other than a Default or Event of Default with respect to that Series of Securities resulting from the borrowing of funds to be applied to such deposit); or (b) insofar as Section 6.01(5) or 6.01(6) hereof is concerned, at any time in the period ending on the 91st day after the date of deposit; (e5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company Issuer or any of its Significant Subsidiaries is are a party or by which the Company Issuer or any of its Significant Subsidiaries is are bound; (f6) the Issuers Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that on 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; (7) the Issuer shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers Issuer with the intent of preferring the Holders of that Series of Securities over any other creditors of the Issuers Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuers Issuer or others; and (g) 8) the Issuers Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes. In order to exercise either Legal Defeasance or Covenant Defeasance: (a1) the Issuers must Company shall irrevocably deposit with the Trustee, as mandatary and depositary, in trust, for the benefit of the Holders, Holders cash in U.S. Canadian dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of and premiumof, if any, or interest and premium and Additional InterestAmounts, if any, on the outstanding Notes notes on the date of fixed maturity Stated Maturity or on the applicable redemption datedate of redemption, as the case may be, and the Issuers must Company shall specify whether the Notes are being defeased to the date of fixed maturity or to a particular redemption datedate of redemption; (b2) in the case of an election under Section 8.02 hereofLegal Defeasance, the Issuers Company shall have delivered deliver to the Trustee an Opinion of Counsel United States counsel reasonably acceptable to the Trustee confirming that: that (1a) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (2b) since the date of this IndentureIssue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion opinion of Counsel counsel shall confirm that, the 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) in , and the case of an election under Section 8.03 hereof, the Issuers Company shall have delivered to the Trustee an Opinion opinion of Counsel in Canada reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for Canadian federal income tax purposes as a result of such Legal Defeasance and will be subject to Canadian federal income tax (including withholding tax) on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an opinion of United States counsel reasonably acceptable to the trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred, and the Company shall deliver to the Trustee an Opinion of Counsel in Canada reasonably acceptable to the Trustee confirming that Holders of the outstanding Notes will not recognize income, gain or loss for Canadian federal income tax purposes as a result of such Covenant Defeasance and will be subject to Canadian federal income tax (including withholding tax) on the same amounts, in the same manner and at the same time as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default shall have occurred and be continuing either (a) on the date of such deposit deposit, or (b) insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit, other than than, in each case, a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (e5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, under any material agreement or instrument (other than this Indenture) instrument, to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (f6) the Issuers Company shall have delivered deliver to the Trustee an Opinion of Counsel to the effect that, assuming no intervening bankruptcy of the Company or any Subsidiary Guarantor between the date of deposit and the 91st day following such deposit and assuming that no Holder is an “insider” of the Company under applicable Bankruptcy Law, after the 91st day following such deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (7) the Company shall deliver to the Trustee an Officers’ Certificate stating that the such deposit was not made by the Issuers Company with the intent of preferring the Holders of Notes over any the other creditors of the Issuers or Company with the intent of defeating, hindering, delaying or defrauding creditors of the Issuers Company or others; (8) if the Notes are to be redeemed prior to their Stated Maturity, the Company must deliver to the Trustee irrevocable instructions to redeem all of the Notes on the specified redemption date; and (g9) the Issuers Company shall have delivered deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance pursuant to Section 8.02 or Covenant DefeasanceDefeasance pursuant to Section 8.03, the following conditions must be met: (a1) the Issuers must irrevocably deposit or cause to be deposited with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will are expected to be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of and of, premium, if any, and interest and Additional Interest, if any, on the outstanding Notes on the date of fixed stated maturity or on the applicable redemption date, as the case may be, and the Issuers must specify whether the Notes are being defeased to the date of fixed maturity or to a particular redemption date; (b2) in the case of an election under Section 8.02 hereofLegal Defeasance, the Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: (1a) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; ruling or (2b) since the date of this IndentureIssue 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 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; (c3) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default shall have occurred and be continuing (on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such depositdeposit and the grant of any Lien securing such borrowing);): (e5) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under, under any material agreement or instrument (other than this Indenture) to which the Company or any of its Restricted Subsidiaries is a party or by which the Company or any of its Restricted Subsidiaries is bound; (f6) the Issuers shall have delivered must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders over any the other creditors of the Issuers or with the intent of defeating, hindering, delaying or defrauding creditors of the Issuers or others; and (g7) the Issuers shall have delivered must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause (2) above with respect to a Legal Defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation, (a) have become due and payable or (b) will become due and payable on the maturity date within one year, by their terms or under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 to the outstanding Notes: In order to exercise either Legal Defeasance or Covenant Defeasance: (a) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. United States dollars, non-callable U.S. Government SecuritiesObligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of and of, premium, if any, interest and Additional Interest, if any, and interest on the all outstanding Notes on the stated date of fixed maturity for payment thereof or on the applicable redemption date, as the case may be, be and the Issuers Company must specify whether the Notes are being defeased to the date of fixed maturity or to a particular redemption date; (b) in the case of an election under Section 8.02 hereof8.02, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel confirming that: that (1A) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (2B) since the date 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 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) in the case of an election under Section 8.03 hereof8.03, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel confirming that the Holders beneficial owners of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from (i) the borrowing Incurrence of funds Indebtedness all or a portion of the proceeds of which will be used to be applied defease Notes pursuant to this Article 8 concurrently with such depositIncurrence or (ii) the repayment of other Indebtedness being repaid concurrently); (e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries the Guarantors is a party or by which the Company or any of its Subsidiaries the Guarantors is bound; (f) the Issuers Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers Company with the intent of preferring the Holders over 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 Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance Defeasance, as applicable, have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance: (a) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment banking firm, appraisal firm or firm of independent public accountants, to pay the principal of of, and interest, premium, if any, interest and Additional Interest, if any, on on, the outstanding Notes on the date of fixed maturity or on the applicable redemption date, as the case may be, and the Issuers must specify whether the Notes are being defeased to the date of fixed maturity or to a particular redemption date; (b) in the case of an election under Section 8.02 hereof, the Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: (1) the Issuers have received a ruling from, or there a ruling has been published by, the Internal Revenue Service a rulingService; or (2) since the date of this IndentureInitial Issuance 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 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) in the case of an election under Section 8.03 hereof, the Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the incurrence of Indebtedness or other borrowing of funds to or the grant of Liens securing such Indebtedness or other borrowing, all or a portion of the proceeds of which will be applied to such depositdeposit pursuant to this Section 8.04); (e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (f) the Issuers shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders over any the other creditors of the Issuers or with the intent of defeating, hindering, delaying or defrauding creditors of the Issuers or others; and (g) the Issuers shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. (a) In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance under either Section 8.02 or Section 8.03 hereof: (a1) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, Securities or a combination thereofof cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, accountants to pay the principal of and premiumof, if any, or interest and Additional Interestpremium on, if any, the Notes that are then outstanding on the outstanding Notes on the date of fixed maturity Stated Maturity or on the applicable redemption date, as the case may be, and the Issuers Company must specify whether the Notes are being defeased to the date of fixed maturity or to a particular redemption date; (b2) in the case of an election under Section 8.02 hereofLegal Defeasance, the Issuers shall have Company has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: , subject to customary assumptions and exclusions, (1a) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (2b) since the date of this IndentureIssue 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 will confirm that, the Holders of the Notes that are then outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c3) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that that, subject to customary assumptions and exclusions, the Holders of the that are then outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default shall have with respect to the Notes has occurred and be is 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); (e5) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under, under any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (f6) the Issuers shall have delivered Company must deliver to the Trustee an Officers’ Officer’s Certificate stating that the deposit was not made by the Issuers Company with the intent of preferring the Holders over any the other creditors of the Issuers or Company with the intent of defeating, hindering, delaying or defrauding creditors of the Issuers Company or others; and (g7) the Issuers shall have delivered Company must deliver to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the Outstanding Notes: In order to exercise either Legal Defeasance or Covenant Defeasance: (a) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the HoldersHolders of the Notes, cash in Dollars, U.S. dollars, non-callable Government SecuritiesObligations, or a combination thereof, in such amounts as will shall be sufficient, in the written opinion of a nationally recognized firm of independent public accountants, to pay the principal of and premiumof, premium on, if any, and interest and Additional Interest, if any, on the outstanding Outstanding Notes on at the date of fixed maturity Stated Maturity thereof or on the applicable redemption date, as the case may be, and the Issuers must specify whether the Notes are being defeased to the date of fixed maturity or to a particular redemption date; (b) in the case of an election under Section 8.02 hereof, the Issuers shall have delivered to the Trustee an Opinion of Counsel confirming that: that (1i) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (2ii) since the date of this the 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 Holders of the outstanding Outstanding Notes will shall not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will shall be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in the case of an election under Section 8.03 hereof, the Issuers shall have delivered to the Trustee an Opinion of Counsel confirming that the Holders of the outstanding Outstanding Notes will shall not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will shall be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing either (i) on the date of such deposit (other than a Default or Event of Default resulting from the borrowing incurrence of funds to Debt all or a portion of the proceeds of which shall be applied to such deposit);) or (eii) such Legal Defeasance insofar as Section 7.01(a)(vi) or Covenant Defeasance shall not result 7.01(a)(vii) hereof is concerned, at any time in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any period ending on the 91st day after the date of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bounddeposit; (f) the Issuers shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders over any other creditors of the Issuers or with the intent of defeating, hindering, delaying or defrauding creditors of the Issuers or others; and (g) the Issuers shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.2 or 8.3 hereof to the outstanding Notes: In order to exercise either Legal Defeasance or Covenant Defeasance: (a) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. United States dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent certified public accountants, to pay the principal of principal, premium and premium, if any, interest and Additional Interest, if any, on the outstanding Notes on the date of fixed maturity Stated Maturity thereof or on the applicable redemption date, as the case may be, and the Issuers Company must specify whether the Notes are being defeased to the date of fixed maturity or to a particular redemption date; (b) in the case of an election under Section 8.02 8.2 hereof, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel from nationally recognized tax counsel reasonably acceptable to the Trustee confirming that: that (1A) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (2B) since the date 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 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) in the case of an election under Section 8.03 8.3 hereof, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel from nationally recognized tax counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event insofar as Events of Default resulting from bankruptcy or insolvency events are concerned, at any time in the borrowing period ending on the 91st day after the date of funds to be applied to such deposit); (e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Restricted Subsidiaries is a party or by which the Company or any of its Restricted Subsidiaries is bound; (f) the Issuers Company shall have delivered to the Trustee an Officers’ ' Certificate stating that the deposit was not made by the Issuers Company with the intent of preferring the Holders over any other creditors of the Issuers Company or with the intent of defeating, hindering, delaying or defrauding creditors of the Issuers Company or others; and; (g) the Issuers Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and (h) the deposit shall not result in the Company, the Trustee or the trust becoming or being deemed to be an "investment company" under the Investment Company Act of 1940, as amended.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance under either Section 8.02 or 8.03 hereof: (a1) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the HoldersHolders of Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereofof cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, expressed in a written certification thereof delivered to the Trustee, to pay the principal of of, and premium, if any, interest and Additional Interestpremium on, if any, on the outstanding Notes on the stated date of fixed maturity for payment thereof or on the applicable redemption date, as the case may be, and the Issuers must specify whether the Notes are being defeased to the such stated date of fixed maturity for payment or to a particular redemption date; (b2) in the case of an election under Section 8.02 hereofLegal Defeasance, the Issuers shall have delivered must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: that (1a) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (2b) since the date 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 will confirm that, the 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; (c3) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Issuers shall have delivered must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default shall have has occurred and be is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing incurrence of funds Indebtedness or the grant of Liens securing such Indebtedness, all or a portion of the proceeds of which will be used to be applied defease the Notes pursuant to this Article 8 concurrently with such depositincurrence); (e5) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which any New Parent, the Parent, the Company or any of its their Subsidiaries is a party or by which any New Parent, the Parent, the Company or any of its their Subsidiaries is bound; (f6) the Issuers shall have delivered must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes over any the other creditors of the Issuers or with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers or others; and; (g7) the Issuers shall have delivered must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and (8) concurrently with the satisfaction of the conditions set forth in this Section 8.04, any Liens securing the Notes or the Note Guarantees shall terminate and be released, and the Trustee, on demand and at the expense of the Issuers, shall execute instruments acknowledging such release, as reasonably requested by the Issuers.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance under either Section 8.02 or 8.03: (ai) the Issuers Company must irrevocably deposit with the Trustee, in trustTrustee or another entity designated for such purpose, for the benefit of the HoldersHolders of the Notes, cash in U.S. dollarsEuros, nonnoncallable Euro-callable denominated Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent investment bank, appraisal firms or public accountants, to pay the principal of and of, premium, if any, and interest and Additional Interest, if any, on the outstanding Notes on the date of fixed stated maturity or on the applicable redemption date, as the case may be, and the Issuers Company must specify whether the Notes are being defeased to the date of fixed maturity or to a particular redemption date; (bii) in the case of an election under Section 8.02 hereofLegal Defeasance, the Issuers Company shall have delivered to the Trustee an Opinion opinion of Counsel counsel in the United States reasonably acceptable to the Trustee confirming that: that (1A) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (2B) since the date 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 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; (ciii) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Issuers Company shall have delivered to the Trustee an Opinion opinion of Counsel 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 federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (div) 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); (ev) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, under any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is boundbound including, without limitation, the Credit Agreement; (fvi) the Issuers shall have delivered Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers Company with the intent of preferring the Holders of Notes over any the other creditors of the Issuers or Company with the intent of defeating, hindering, delaying or defrauding creditors of the Issuers Company or others; and (gvii) the Issuers shall have delivered Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance under either Section 12.02 or 12.03 hereof: (a) the Issuers Issuer must irrevocably deposit with the TrusteeTrustee (or such other entity designated by the Trustee for this purpose in accordance with the terms of this Indenture), in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, euros in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay the principal of and premium, if any, and interest and Additional Intereston, if any, on the outstanding Notes on the stated date of fixed maturity for payment thereof or on the applicable redemption dateRedemption Date, as the case may be, and the Issuers Issuer must specify whether the Notes are being defeased to the such stated date of fixed maturity for payment or to a particular redemption dateRedemption Date; (b) in the case of an election under Section 8.02 12.02 hereof, the Issuers shall have delivered Issuer must deliver to the Trustee an Opinion of Counsel confirming that: (1i) the Issuers have Issuer has received from, or there has been published by, the Internal Revenue Service a ruling; or (2ii) since the date 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 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) in the case of an election under Section 8.03 12.03 hereof, the Issuers shall have delivered Issuer must deliver to the Trustee an Opinion of Counsel confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such depositdeposit (and any similar concurrent deposit relating to other indebtedness being defeased, discharged or replaced), and the granting of liens to secure such borrowings); (e) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this IndentureIndenture and the agreements governing any other indebtedness being defeased, discharged or replaced) to which the Company Issuer or any of its Subsidiaries a Guarantor is a party or by which the Company Issuer or any of its Subsidiaries a Guarantor is bound; (f) the Issuers shall have delivered Issuer must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers Issuer with the intent of preferring the Holders of Notes over any the other creditors of the Issuers or Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers Issuer or others; and (g) the Issuers shall have delivered Issuer must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance under either Section 8.02 or 8.03 hereof: (a1) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay the principal of and premiumof, premium on, if any, interest and Additional Special Interest, if any, on on, the outstanding Notes on the stated date of fixed maturity for payment thereof or on the applicable redemption date, as the case may be, and the Issuers Company must specify whether the Notes are being defeased to the such stated date of fixed maturity for payment or to a particular redemption date; (b2) in the case of an election under Section 8.02 hereof, the Issuers shall have delivered Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: (1A) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling; or (2B) since the date 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 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; (c3) in the case of an election under Section 8.03 hereof, the Issuers shall have delivered Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default shall have occurred and be is 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 (and any similar concurrent deposit relating to other Indebtedness), and the granting of Liens to secure such borrowings); (e5) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this IndentureIndenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which the Company or any of its Subsidiaries the Guarantors is a party or by which the Company or any of its Subsidiaries the Guarantors is bound; (f6) the Issuers shall have delivered Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers Company with the intent of preferring the Holders of Notes over any the other creditors of the Issuers or Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers Company or others; and (g7) the Issuers shall have delivered Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance under either Section 7.02 or 7.03 hereof: (a1) the Issuers Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay the principal of of, premium and premiuminterest on, if any, interest and Additional Interest, if any, on the outstanding Notes on the stated date of fixed maturity for payment thereof or on the applicable redemption date, as the case may be, and the Issuers Issuer must specify whether the Notes are being defeased to the such stated date of fixed maturity for payment or to a particular redemption date; (b2) in the case of an election under Section 8.02 7.02 hereof, the Issuers shall have delivered Issuer must deliver to the Trustee an Opinion of Counsel confirming that: (1A) the Issuers have Issuer has received from, or there has been published by, the Internal Revenue Service a ruling; or (2B) since the date 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 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; (c3) in the case of an election under Section 8.03 7.03 hereof, the Issuers shall have delivered Issuer must deliver to the Trustee an Opinion of Counsel confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such depositdeposit and the grant of any Lien securing such borrowing); (e5) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company Issuer or any of its Subsidiaries is a party or by which the Company Issuer or any of its Subsidiaries is bound; (f6) the Issuers shall have delivered Issuer must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers Issuer with the intent of preferring the Holders of Notes over any the other creditors of the Issuers or Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers Issuer or others; and (g7) the Issuers shall have delivered Issuer must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes: In order to exercise either Legal Defeasance or Covenant Defeasance: (a) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollarsUnited States dollars or euros, as applicable, non-callable Government SecuritiesObligations, or a combination thereofof United States dollars or euros, as applicable, and Government Obligations, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of and amount at maturity of, premium, if any, and interest and Additional Interest, if any, on the outstanding Notes on the stated date of fixed maturity for payment thereof or on the applicable redemption date, as the case may be, and the Issuers must specify whether the Notes are being defeased to the date of fixed maturity or to a particular redemption date; (b) in the case of an election under Section 8.02 hereof, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel in the United States of America reasonably acceptable to the Trustee confirming that: that (1A) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (2B) since the date of this Indenture, there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal Federal income tax purposes as a result of such Legal Defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in the case of an election under Section 8.03 hereof, the Issuers Company 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 of the outstanding Notes will not recognize income, gain or loss for federal Federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien to securing such borrowing) or insofar as Section 6.01 (f) or 6.01(g) hereof is concerned, at any time in the period ending on the 91st day after the date of deposit); (e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, under this Indenture (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) or any other material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (f) the Issuers Company shall have delivered to the Trustee an Opinion of Counsel to the effect that (A) the trust funds will not be subject to any rights of holders of Senior Debt including, without limitation, those arising under this Indenture, and (B) after the 91st day following the deposit, the trust funds will not be subject to the effect of the preference provisions of Section 547 of the United States Federal Bankruptcy Code; (g) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers Company with the intent of preferring the Holders over 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; (gh) the Issuers Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and (i) the Company shall have paid or duly provided for payment of all amounts then due to the Trustee pursuant to Section 7.07 hereof. Notwithstanding the foregoing, the Opinion of Counsel required by clause (b) above with respect to a Legal Defeasance need not be delivered if all Notes not therefor delivered to the Trustee for cancellation (A) have become due and payable, or (B) will become due and payable on the maturity date within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance: (a) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of and premium, if any, and interest and Additional Interest, if any, on the outstanding Notes on the date of fixed maturity or on the applicable redemption date, as the case may be, and the Issuers must specify whether the Notes are being defeased to the date of fixed maturity or to a particular redemption date; (b) in the case of an election under Section 8.02 hereof, the Issuers shall have delivered to the Trustee an Opinion of Counsel confirming that: (1) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or (2) since the date of this IndentureIssue 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 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) in the case of an election under Section 8.03 hereof, the Issuers shall have delivered to the Trustee an Opinion of Counsel confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (f) the Issuers shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders over any other creditors of the Issuers or with the intent of defeating, hindering, delaying or defrauding creditors of the Issuers or others; and (g) the Issuers shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or Section 8.03 hereof to the outstanding Notes: In order to exercise either Legal Defeasance or Covenant Defeasance: (a) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. United States dollars, non-callable U.S. Government SecuritiesObligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountantsaccountants expressed in a written certification thereof delivered to the Trustee, to pay the principal of and amount at maturity of, premium, if any, and interest and Additional Interest, if any, on the outstanding Notes on the stated date of fixed maturity for payment thereof or on the applicable redemption date, as the case may be, and the Issuers must specify whether the Notes are being defeased to the date of fixed maturity or to a particular redemption date; (b) in the case of an election under Section 8.02 hereof, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel in the United States of America reasonably acceptable to the Trustee confirming that: that (1A) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (2B) since the date 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 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) in the case of an election under Section 8.03 hereof, the Issuers Company 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 of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing incurrence of funds Indebtedness all or a portion of the proceeds of which will be used to be applied defease the Notes pursuant to this Article 8 concurrently with such incurrence and the grant of a Lien to secure such Indebtedness) or insofar as Section 6.01(h) or Section 6.01(i) hereof is concerned, at any time in the period ending on the 91st day after the date of deposit); (e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, under this Indenture (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) or any other material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (f) the Issuers Company shall have delivered to the Trustee an Opinion of Counsel (which may be subject to customary exceptions) to the effect that (A) the trust funds will not be subject to any rights of holders of Indebtedness of the Company, including, without limitation, those arising under this Indenture, other than the Notes, and (B) after the 91st day following the deposit, the trust funds will not be subject to the effect of the preference provisions of Section 547 of the United States Federal Bankruptcy Code; (g) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers Company with the intent of preferring the Holders over 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; (gh) the Issuers Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance Defeasance, as applicable, have been complied with; and (i) the Company shall have paid or duly provided for payment of all amounts then due to the Trustee pursuant to Section 607 of the Base Indenture. Notwithstanding the foregoing, the Opinion of Counsel required by clause (b) above with respect to a Legal Defeasance need not be delivered if all of the Notes not therefor delivered to the Trustee for cancellation (A) have become due and payable, or (B) will become due and payable on the maturity date within one year under arrangements satisfactory to the Trustee for giving of notice of redemption by the Trustee in the name, and at the expense, of the Company.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance under Section 8.02 or 8.03, respectively, hereof: (a1) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay the principal of and premiumof, premium on, if any, and interest and Additional Interest, if any, on the such outstanding Notes on the stated date of fixed maturity for payment thereof or on the applicable redemption date, as the case may be, and the Issuers must specify whether the Notes are being defeased to the such stated date of fixed maturity for payment or to a particular redemption date; (b2) in the case of an election under Section 8.02 hereof, the Issuers shall have delivered must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: (1A) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or (2B) since the date 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 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; (c3) in the case of an election under Section 8.03 hereof, the Issuers shall have delivered must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such depositdeposit (and any similar concurrent deposit relating to other Indebtedness), and the granting of Liens to secure such borrowings); (e5) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this IndentureIndenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which the Company Issuers or any of its Subsidiaries the Guarantors is a party or by which the Company Issuers or any of its Subsidiaries the Guarantors is bound; (f6) the Issuers shall have delivered must deliver to the Trustee an Officers’ Officer’s Certificate stating that the deposit was not made by the Issuers them with the intent of preferring the Holders over any other of their creditors of the Issuers or with the intent of defeating, hindering, delaying or defrauding any other of their creditors of the Issuers or others; and (g7) the Issuers shall have delivered must deliver to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes: In order to exercise either Legal Defeasance or Covenant Defeasance: (a) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. United States dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of and of, premium, if any, and interest and Additional Interest, if any, on the outstanding Notes on the stated date of fixed maturity for payment thereof or on the applicable redemption date, as the case may be, and of such principal or installment of principal of, premium, if any, or interest on the Issuers must specify whether the Notes are being defeased to the date of fixed maturity or to a particular redemption dateNotes; (b) in the case of an election under Section 8.02 hereof, the Issuers shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: that (1A) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (2B) since the date 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 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) in the case of an election under Section 8.03 hereof, the Issuers shall have delivered 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 federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) in the case of an election under Section 8.02 or 8.03 hereof, the Issuers shall have delivered to the Trustee an Opinion of Counsel in Canada reasonably acceptable to the Trustee confirming that Holders of the outstanding Notes will not recognize income, gain or loss for Canadian federal or provincial income tax purposes as a result of such Legal Defeasance or Covenant Defeasance, as the case may be, and will be subject to Canadian federal or provincial income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance or Covenant Defeasance, as the case may be, had not occurred; (e) 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 Notes pursuant to this Article Eight concurrently with such incurrence) or insofar as Sections 6.01(g) and 6.01(h) hereof are concerned, at any time in the period ending on the 91st day after the date of such deposit); (ef) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, under the Credit Agreement (if then in effect) or any other material agreement or instrument (other than this Indenture) to which the Company Consoltex Group or any of its Subsidiaries is a party or by which the Company Consoltex Group or any of its Subsidiaries is bound; (fg) the Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that after the 91st day following deposit, the trust funds shall not be subject to the effect of any Bankruptcy Law; (h) the Issuers shall have delivered to the Trustee an Officers’ ' Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders over any other creditors of the Issuers or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuers or othersIssuers; and (gi) the Issuers shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance under either Section 8.02 or 8.03 hereof: (a) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereofof cash in U.S. dollars and non-callable Government Securities, in such amounts as will shall be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay the principal of of, or interest and premium, if any, interest and Additional Interest, if any, on the outstanding Notes on the date of fixed stated maturity or on the applicable redemption date, as the case may be, and the Issuers must specify whether the Notes are being defeased to the date of fixed maturity or to a particular redemption date; (b) in the case of an election under Section 8.02 hereof, the Issuers shall have delivered must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: that (1) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (2) since the date 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 Holders of the outstanding Notes will shall not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will shall be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in the case of an election under Section 8.03 hereof, the Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will shall not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will shall be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have has occurred and be is 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)) and the deposit shall not result in a breach or violation of, or constitute a default under, any other instrument to which either Issuer or any Guarantor is a party or by which either Issuer or any Guarantor is bound; (e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, under any material agreement or instrument (other than this Indenture) to which the Company either Issuer or any of its Subsidiaries Guarantor is a party or by which the Company or any of its Subsidiaries such Person is bound; (f) in the case of an election under Section 8.02 hereof, the Issuers must deliver to the Trustee an Opinion of Counsel to the effect that, assuming no intervening bankruptcy of the Issuers or any Guarantor between the date of deposit and the 91st day following the deposit and assuming that no Holder of Notes is an “insider” of either Issuer under applicable bankruptcy law, after the 91st day following the deposit, the trust funds shall have delivered not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (g) the Issuers must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes over any the other creditors of the Issuers or with the intent of defeating, hindering, delaying or defrauding creditors of the Issuers or others; and (gh) the Issuers shall have delivered must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance under either Section 11.02 or 11.03 hereof: (a1) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the HoldersHolders of the Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereofof cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of of, or interest and premium, if any, interest and Additional Interest, if any, on the outstanding Outstanding Notes on the stated date of fixed maturity for payment thereof or on the applicable redemption dateRedemption Date, as the case may be, and the Issuers must specify whether the Notes are being defeased to the such stated date of fixed maturity for payment or to a particular redemption dateRedemption Date; (b2) in the case of an election under Section 8.02 11.02 hereof, the Issuers shall have delivered must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: (1A) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or (2B) since the date 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 Holders of the outstanding Outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c3) in the case of an election under Section 8.03 11.03 hereof, the Issuers shall have delivered must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (e5) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company Regency Energy Partners or any of its Subsidiaries is a party or by which the Company Regency Energy Partners or any of its Subsidiaries is bound; (f6) the Issuers shall have delivered must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes over any the other creditors of the Issuers or with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers or others; and (g7) the Issuers shall have delivered must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes. In order to exercise either Legal Defeasance or Covenant Defeasance: (a1) the Issuers must Company shall irrevocably deposit with the Trustee, as mandatary and depositary, in trust, for the benefit of the Holders, Holders cash in U.S. Canadian dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of and premiumof, if anyor interest, interest premium and Additional InterestAmounts, if any, on the outstanding Notes notes on the date of fixed maturity Stated Maturity or on the applicable redemption datedate of redemption, as the case may be, and the Issuers must Company shall specify whether the Notes are being defeased to the date of fixed maturity or to a particular redemption datedate of redemption; (b2) in the case of an election under Section 8.02 hereofLegal Defeasance, the Issuers Company shall have delivered deliver to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: that (1a) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (2b) since the date of this IndentureIssue 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 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 federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in , and the case of an election under Section 8.03 hereof, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel in Canada reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for Canadian federal income tax purposes as a result of such Legal Defeasance and will be subject to Canadian federal income tax (including withholding tax) on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Company shall 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 income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred, and the Company shall deliver to the Trustee an Opinion of Counsel in Canada or an advance tax ruling from the Canada Revenue Agency (or successor agency) reasonably acceptable to the Trustee confirming that Holders of the outstanding Notes will not recognize income, gain or loss for Canadian federal income tax purposes as a result of such Covenant Defeasance and will be subject to Canadian federal income tax (including withholding tax) on the same amounts, in the same manner and at the same time as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default shall have occurred and be continuing either (a) on the date of such deposit deposit, or (b) insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit, other than than, in each case, a Default or Event of Default resulting from the borrowing of funds to be applied to such depositdeposit (and any similar concurrent deposit relating to other Indebtedness), and the granting of Liens to secure such borrowings; (e5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, under any material agreement or instrument (other than this Indenture) instrument, to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (f6) the Issuers Company shall have delivered deliver to the Trustee an Opinion of Counsel to the effect that, assuming no intervening bankruptcy of the Company or any Subsidiary Guarantor between the date of deposit and the 91st day following such deposit and assuming that no Holder is an “insider” of the Company under applicable Bankruptcy Law, after the 91st day following such deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (7) the Company shall deliver to the Trustee an Officers’ Certificate stating that the such deposit was not made by the Issuers Company with the intent of preferring the Holders of Notes over any the other creditors of the Issuers or Company with the intent of defeating, hindering, delaying or defrauding creditors of the Issuers Company or others; (8) if the Notes are to be redeemed prior to their Stated Maturity, the Company must deliver to the Trustee irrevocable instructions to redeem all of the Notes on the specified redemption date; and (g9) the Issuers Company shall have delivered deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance under either Section 8.02 or 8.03 hereof with respect to Securities of any Series: (a1) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the HoldersHolders of such Securities, cash in U.S. dollarsDollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay the principal of and premium, if any, interest and Additional Interestinterest, if any, on and any mandatory sinking fund payments in respect of the outstanding Notes Securities of such Series on the stated date of fixed maturity for payment thereof or on the applicable redemption date, as the case may be, and the Issuers Company must specify whether the Notes Securities are being defeased to the such stated date of fixed maturity for payment or to a particular redemption date; (b2) in the case of an election under Section 8.02 hereof, the Issuers shall have delivered Company must deliver to the Trustee an Opinion of Counsel confirming that: (1A) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling; or (2B) since the date 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 will confirm that, the Holders of the outstanding Notes Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c3) in the case of an election under Section 8.03 hereof, the Issuers shall have delivered Company must deliver to the Trustee an Opinion of Counsel confirming that the Holders of the outstanding Notes Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default the deposit will not result in a breach or Event of Default shall have occurred and be continuing on violation of, or constitute a default under, any other material instrument to which the date of such deposit (other than Company or any Guarantor is a Default party or Event of Default resulting from by which the borrowing of funds to be applied to such deposit)Company or any Guarantor is bound; (e5) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (f6) the Issuers shall have delivered Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers Company with the intent of preferring the Holders of the Securities of such Series over any the other creditors of the Issuers or Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers Company or others; and; (g7) the Issuers shall have delivered Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and (8) the Company must deliver to the Trustee an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, qualifications and exclusions), stating that all conditions precedent set forth in clauses (2), (3) and (5) of this Section 8.04, as applicable, have been complied with; provided that the Opinion of Counsel with respect to clause (5) of this Section 8.04 may be to the knowledge of such counsel.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance under either Section 8.02 or 8.03 hereof: (a) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of and premiumof, premium on, if any, and interest and Additional Interest, if any, on the outstanding Notes on the stated date of fixed maturity for payment thereof or on the applicable redemption date, as the case may be, and the Issuers must specify whether the Notes are being defeased to the such stated date of fixed maturity for payment or to a particular redemption date; (b) in the case of an election under Section 8.02 hereof, the Issuers shall have delivered must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: (1) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or (2) since the date 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 will confirm that, the 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) in the case of an election under Section 8.03 hereof, the Issuers shall have delivered must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have has occurred and be is 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 (and any similar concurrent deposit relating to other Indebtedness), and the granting of Liens to secure such borrowings); (e) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this IndentureIndenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which the Company Partnership or any of its Subsidiaries is a party or by which the Company Partnership or any of its Subsidiaries is bound; (f) the Issuers shall have delivered must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of the Notes over any the other creditors of the Issuers or with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers or others; and (g) the Issuers shall have delivered must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance under either Section 8.02 or 8.03: (a) the Issuers Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of and premiumof, premium on, if any, and interest and Additional Intereston, if any, on the outstanding Notes on the stated date of fixed maturity for payment thereof or on the applicable redemption date, as the case may be, and the Issuers Issuer must specify whether the Notes are being defeased to the such stated date of fixed maturity for payment or to a particular redemption date; (b) in the case of an election under Section 8.02 hereof8.02, the Issuers shall have delivered Issuer must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: (1) the Issuers have Issuer has received from, or there has been published by, the Internal Revenue Service a ruling; or (2) since the date 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 will confirm that, the 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) in the case of an election under Section 8.03 hereof8.03, the Issuers shall have delivered Issuer must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have has occurred and be is 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 (and any similar concurrent deposit relating to other Indebtedness), and the granting of Liens to secure such borrowings, all or a portion of which are to be applied to such deposit); (e) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this IndentureIndenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which the Company Issuer or any of its Subsidiaries Guarantor is a party or by which the Company Issuer or any of its Subsidiaries Guarantor is bound; (f) the Issuers shall have delivered Issuer must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers Issuer with the intent of preferring the Holders of the Notes over any the other creditors of the Issuers or Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers Issuer or others; and (g) the Issuers shall have delivered Issuer must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance Defeasance, as the case may be, have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance under either Section 8.02 or 8.03 hereof: (a1) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the HoldersHolders of Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereofof cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of of, and premiuminterest, if any, interest premium and Additional Interest, if any, on on, the outstanding Notes on the stated date of fixed maturity for payment thereof or on the applicable redemption date, as the case may be, and the Issuers must specify whether the Notes are being defeased to the such stated date of fixed maturity for payment or to a particular redemption date; (b2) in the case of an election under Section 8.02 hereofLegal Defeasance, the Issuers shall have delivered must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: that (1a) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (2b) since the date 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 will confirm that, the 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; (c3) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Issuers shall have delivered must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default shall have has occurred and be is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing incurrence of funds Indebtedness or the grant of Liens securing such Indebtedness, all or a portion of the proceeds of which will be used to be applied defease the Notes pursuant to this Article 8 concurrently with such depositincurrence); (e5) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which any New Parent, the Company or any of its Subsidiaries is a party or by which any New Parent, the Company or any of its Subsidiaries is bound; (f6) the Issuers shall have delivered must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes over any the other creditors of the Issuers or with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers or others; and; (g7) the Issuers shall have delivered must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and (8) concurrently with the satisfaction of the conditions set forth in this Section 8.04, any Liens securing the Notes or the Note Guarantees shall terminate and be released, and the Trustee, on demand and at the expense of the Issuers, shall execute proper instruments acknowledging such release.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance under either Section 13.02 or 13.03 hereof: (a) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the HoldersHolders of the Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereofof cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay the principal of of, or interest and premium, if any, interest and Additional Interest, if any, on the outstanding Notes on the date of fixed maturity Stated Maturity or on the applicable redemption dateRedemption Date, as the case may be, and the Issuers must specify whether the Notes are being defeased to the date of fixed maturity or to a particular redemption dateRedemption Date; (b) in the case of an election under Section 8.02 hereofa Legal Defeasance, the Issuers shall have delivered must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: that (1i) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (2ii) since the date of this Supplemental 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 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) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Issuers shall have delivered must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such depositdeposit and the grant of any Lien securing such borrowing); (e) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Supplemental Indenture) to which the Company Suburban Propane or any of its Subsidiaries is a party or by which the Company Suburban Propane or any of its Subsidiaries is bound; (f) the Issuers shall have delivered must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes over any the other creditors of the Issuers or with the intent of defeating, hindering, delaying or defrauding creditors of the Issuers or others; and; (g) the Issuers shall have delivered must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and (h) the Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that, assuming no intervening bankruptcy of the Issuers between the date of deposit and the 91st day following the date of deposit and that no Holder is an insider of either of the Issuers, after the 91st day following the date of deposit, the trust funds will not be subject to the effect of any applicable federal bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally. Notwithstanding the foregoing, the Opinion of Counsel required by clause (b) above with respect to a Legal Defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (1) have become due and payable or (2) will become due and payable on the maturity date within one year, or are to be called for redemption within one year, under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance under either Section 8.02 or 8.03 hereof: (a1) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securitiesgovernment securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay the principal of and premiumof, premium on, if any, and interest and Additional Interest, if any, on on, the outstanding Notes on the stated date of fixed maturity for payment thereof or on the applicable redemption date, as the case may be, and the Issuers must specify whether the Notes are being defeased to the such stated date of fixed maturity for payment or to a particular redemption date; (b2) in the case of an election under Section 8.02 hereof, the Issuers shall have delivered must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: (1A) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or (2B) since the date 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 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; (c3) in the case of an election under Section 8.03 hereof, the Issuers shall have delivered Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such depositdeposit (and any similar concurrent deposit relating to other Indebtedness), and the granting of Liens to secure such borrowings); (e5) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this IndentureIndenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which the Company Issuers or any of its Subsidiaries the Subsidiary Guarantors is a party or by which the Company Issuers or any of its Subsidiaries the Subsidiary Guarantors is bound; (f) the Issuers shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders over any other creditors of the Issuers or with the intent of defeating, hindering, delaying or defrauding creditors of the Issuers or others; and (g6) the Issuers shall have delivered must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance under either Section 8.02 or 8.03 hereof: (a1) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollarsDollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment banking firm, appraisal firm or firm of independent public accountants, to pay the principal of of, and premium, interest and Additional Amounts, if any, interest and Additional Intereston, if any, on the outstanding Notes on the stated date of fixed maturity for payment thereof or on the applicable redemption date, as the case may be, and the Issuers Company must specify whether the such Notes are being defeased to the such stated date of fixed maturity for payment or to a particular redemption date; (b2) in the case of an election under Section 8.02 hereof, the Issuers shall have delivered Company must deliver to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: (1A) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling; , or (2B) since the date of this IndentureInitial Issuance 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 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; (c3) in the case of an election under Section 8.03 hereof, the Issuers shall have delivered Company 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 federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such depositdeposit and the granting of Liens to secure such borrowings); (e5) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under, under any material agreement or instrument (other than this Indenturethe Indenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which the Company or any of its Restricted Subsidiaries is a party or by which the Company or any of its Restricted Subsidiaries is bound; (f6) the Issuers shall have delivered Company must deliver to the Trustee an Officers’ Officer's Certificate stating that the deposit was not made by the Issuers Company with the intent of preferring the Holders over any the other creditors of the Issuers or Company with the intent of defeating, hindering, delaying or defrauding creditors of the Issuers Company or others; and (g7) the Issuers shall have delivered Company must deliver to the Trustee an Officers’ Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance under either Section 8.02 or 8.03 hereof: (a1) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the HoldersHolders of the Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereofof cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay the principal of of, or interest and premium, if any, interest and Additional Intereston, if any, on the outstanding Notes on the stated date of fixed maturity for payment thereof or on the applicable redemption date, as the case may be, and the Issuers must specify whether the Notes are being defeased to the such stated date of fixed maturity for payment or to a particular redemption date; (b2) in the case of an election under Section 8.02 hereof, the Issuers shall have delivered must deliver to the Trustee an Opinion of Counsel confirming that: (1A) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or (2B) since the date 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 will confirm that, the Holders beneficial owners of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c3) in the case of an election under Section 8.03 hereof, the Issuers shall have delivered must deliver to the Trustee an Opinion of Counsel confirming that the Holders beneficial owners of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default under the Notes shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such depositdeposit (and any similar concurrent deposit relating to other Debt), and the granting of Liens to secure such borrowings); (e5) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this IndentureIndenture and the agreements governing any other Debt being defeased, discharged or replaced) to which the Company or any of its Subsidiaries Issuers is a party or by which the Company or any of its Subsidiaries is Issuers are bound; (f6) the Issuers shall have delivered must deliver to the Trustee an Officers’ Officer’s Certificate of the Main Issuer stating that the deposit was not made by the Issuers with the intent of preferring the Holders of the Notes over any the other creditors of the Issuers or with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers or others; and (g7) the Issuers shall have delivered must deliver to the Trustee and the Collateral Trustee an Officers’ Officer’s Certificate of the Main Issuer and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with. In addition, the Collateral will be released from the Lien securing the Notes, as provided in Section 12.04 hereof, in accordance with this Article VIII hereof.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance under either Section 12.02 or 12.03 hereof: (a) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the HoldersHolders of the Securities of a series, cash in U.S. dollars, non-callable noncallable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay the principal of and premiumof, if any, or interest and Additional Interest, if any, premium on the outstanding Notes Securities of a series on the date of fixed maturity Stated Maturity or on the applicable redemption dateRedemption Date, as the case may be, and the Issuers must specify whether the Notes Securities of a series are being defeased to the such stated date of fixed maturity for payment or to a particular redemption dateRedemption Date; (b) in the case of an election under Section 8.02 hereofa Legal Defeasance, the Issuers shall have delivered must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: that (1i) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (2ii) since the date 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 Holders of the outstanding Notes Securities of a series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Issuers shall have delivered must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes Securities of a series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such depositdeposit and the grant of any Lien securing such borrowing); (e) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company Suburban Propane or any of its Subsidiaries is a party or by which the Company Suburban Propane or any of its Subsidiaries is bound; (f) the Issuers shall have delivered must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Securities of a series over any the other creditors of the Issuers or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuers or others; and; (g) the Issuers shall have delivered must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and (h) the Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that, assuming no intervening bankruptcy of the Issuers between the date of deposit and the 91st day following the date of deposit and that no Holder is an insider of either of the Issuers, after the 91st day following the date of deposit, the trust funds will not be subject to the effect of any applicable federal bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally. Notwithstanding the foregoing, the Opinion of Counsel required by clause (b) above with respect to a Legal Defeasance need not be delivered if all Securities of a series not theretofore delivered to the Trustee for cancellation (1) have become due and payable or (2) will become due and payable on the maturity date within one year, or are to be called for redemption within one year, under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance under either Section 8.2 or 8.3 hereof: (a1) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the HoldersHolders of the Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereofof cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of and premiumof, if any, or interest and Additional premium and Special Interest, if any, on on, the outstanding Notes on the stated date of fixed maturity for payment thereof or on the applicable redemption date, as the case may be, and the Issuers Company must specify whether the Notes are being defeased to the such stated date of fixed maturity for payment or to a particular redemption date; (b2) in the case of an election under Section 8.02 8.2 hereof, the Issuers shall have delivered Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: that (1a) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (2b) since the date 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 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; (c3) in the case of an election under Section 8.03 8.3 hereof, the Issuers shall have delivered Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit)) and the deposit will not result in a breach or violation of, or constitute a default under, any Debt Facility or other material instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (e5) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (f6) the Issuers shall have delivered Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders over any other creditors of the Issuers or Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers Company or others; and (g7) the Issuers shall have delivered Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance under either Section 8.02 or 8.03 hereof: (a1) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securitiesgovernment securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay the principal of and premiumof, premium on, if any, and interest and Additional Interest, if any, on on, the outstanding Notes on the stated date of fixed maturity for payment thereof or on the applicable redemption date, as the case may be, and the Issuers Company must specify whether the Notes are being defeased to the such stated date of fixed maturity for payment or to a particular redemption date; (b2) in the case of an election under Section 8.02 hereof, the Issuers shall have delivered Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: (1A) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling; or (2B) since the date 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 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; (c3) in the case of an election under Section 8.03 hereof, the Issuers shall have delivered Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such depositdeposit (and any similar concurrent deposit relating to other Indebtedness), and the granting of Liens to secure such borrowings); (e5) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this IndentureIndenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which the Company Issuers or any of its Subsidiaries the Guarantors is a party or by which the Company Issuers or any of its Subsidiaries the Guarantors is bound; (f) the Issuers shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders over any other creditors of the Issuers or with the intent of defeating, hindering, delaying or defrauding creditors of the Issuers or others; and (g6) the Issuers shall have delivered Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance under either Section 12.02 or 12.03 hereof: (a) the Issuers Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay the principal of of, premium and premiuminterest on, if any, interest and Additional Interest, if any, on the outstanding Notes on the stated date of fixed maturity for payment thereof or on the applicable redemption dateRedemption Date, as the case may be, and the Issuers Issuer must specify whether the Notes are being defeased to the such stated date of fixed maturity for payment or to a particular redemption dateRedemption Date; (b) in the case of an election under Section 8.02 12.02 hereof, the Issuers shall have delivered Issuer must deliver to the Trustee an Opinion of Counsel confirming that: (1) the Issuers have Issuer has received from, or there has been published by, the Internal Revenue Service a ruling; or (2) since the date 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 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) in the case of an election under Section 8.03 12.03 hereof, the Issuers shall have delivered Issuer must deliver to the Trustee an Opinion of Counsel confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such depositdeposit (and any similar concurrent deposit relating to other indebtedness being defeased, discharged or replaced), and the granting of liens to secure such borrowings); (e) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this IndentureIndenture and the agreements governing any other indebtedness being defeased, discharged or replaced) to which the Company Issuer or any of its Subsidiaries the Guarantor is a party or by which the Company Issuer or any of its Subsidiaries the Guarantor is bound; (f) the Issuers shall have delivered Issuer must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers Issuer with the intent of preferring the Holders of Notes over any the other creditors of the Issuers or Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers Issuer or others; and (g) the Issuers shall have delivered Issuer must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes: In order to exercise either Legal Defeasance or Covenant Defeasance: (a) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. United States dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized an independent registered public accounting firm of independent public accountantsdelivered to the Trustee, to pay the principal of and of, premium, if any, interest and Additional Interest, if any, and interest on the outstanding Notes on the date of fixed maturity Stated Maturity or on the applicable redemption date, as the case may be, and the Issuers Company must specify whether the Notes are being defeased to the date of fixed maturity or to a particular redemption date; (b) in the case of an election under Section 8.02 hereof, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel in the United States confirming that: that (1A) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (2B) since the date of this IndentureIssue 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 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) in the case of an election under Section 8.03 hereof, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel in the United States confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing continuing, either (x) 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 and any similar concurrent deposit relating to other Indebtedness and the granting of Liens in connection therewith); or (y) insofar as Sections 6.01(g) or 6.01(h) hereof is concerned, at any time in the period ending on the 91st day after the date of deposit); (e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (f) the Issuers Company shall have delivered to the Trustee an Opinion of Counsel (which may be subject to customary exceptions) to the effect that after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (g) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers Company with the intent of preferring the Holders over any the 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 (gh) the Issuers Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes: In order to exercise either Legal Defeasance or Covenant Defeasance: (a) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the HoldersHolders of the Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of and of, premium, if any, and interest and Additional Interest, if any, on the outstanding Notes on the date of fixed stated maturity or on the an applicable redemption date, as the case may be, and the Issuers Company must specify whether the Notes are being defeased to the date of fixed maturity or to a particular redemption date; (b) in the case of an election under Section 8.02 hereof, the Issuers Company shall have delivered deliver to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: that (1A) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (2B) since the date of this IndentureIssue 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 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) in the case of an election under Section 8.03 hereof, the Issuers Company shall have delivered 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 federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Event of 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 Event of Default resulting from the borrowing of funds to be applied to such deposit); (e) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under, the ABL Facility or any other material agreement or instrument (other than this Indenture) to which the Parent Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (f) the Issuers shall Company must have delivered to the Trustee an Opinion of Counsel to the effect that after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (g) the Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers Company with the intent of preferring the Holders of Notes over any the other creditors of the Issuers or Company with the intent of defeating, hindering, delaying or defrauding creditors of the Issuers Company or others; and (gh) the Issuers shall have delivered Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or for, in the case of the Officers’ Certificate, clauses (a) through (g) and, in the case of the Opinion of Counsel, clauses (b), (c), (e) and (f) of this Section 8.04 relating to the Legal Defeasance or the Covenant Defeasance Defeasance, as applicable, have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance under either Section 8.02 or 8.03 hereof: (a1) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay the principal of and of, premium, if any, on interest and Additional Special Interest, if any, on the outstanding Notes on the stated date of fixed maturity for payment thereof or on the applicable redemption date, as the case may be, and the Issuers Company must specify whether the Notes are being defeased to the such stated date of fixed maturity for payment or to a particular redemption date; (b2) in the case of an election under Section 8.02 hereof, the Issuers shall have delivered Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: (1A) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling; or (2B) since the date 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 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; (c3) in the case of an election under Section 8.03 hereof, the Issuers shall have delivered Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default shall have occurred and be is 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 (and any similar concurrent deposit relating to other Indebtedness), and the granting of Liens to secure such borrowings); (e5) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this IndentureIndenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which the Company or any of its Subsidiaries the Guarantors is a party or by which the Company or any of its Subsidiaries the Guarantors is bound; (f6) the Issuers shall have delivered Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers Company with the intent of preferring the Holders of Notes over any the other creditors of the Issuers or Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers Company or others; and (g7) the Issuers shall have delivered Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance under Section 8.02 or Covenant DefeasanceDefeasance under Section 8.03 hereof: (a1) the Issuers Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollarsDollars, non-callable Government Securities, or a combination thereofof cash in U.S. Dollars and non-callable Government Securities, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountantsaccountants in Canada or the United States, to pay the principal of and premium, if anyof, interest and Additional Interestpremium, if any, on the outstanding Notes on the date of fixed maturity Stated Maturity or on the applicable redemption date, as the case may be, and the Issuers Issuer must specify whether the Notes are being defeased to the date of fixed maturity or to a particular redemption date; (b2) in the case of an election under Section 8.02 hereof, the Issuers shall have delivered Issuer must deliver to the Trustee an Opinion of Counsel in the United States confirming that: (1a) the Issuers have Issuer has received from, or there has been published by, the Internal Revenue Service a ruling; or (2b) since the date of this Indenture, there has been a change in the applicable United States federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c3) in the case of an election under Section 8.03 hereof, the Issuers shall have delivered Issuer must deliver to the Trustee an Opinion of Counsel in the United States confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of such Covenant Defeasance and will be subject to United States 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; occurred (d4) no Default in the case of an election under Section 8.02 or Event Section 8.03 hereof, the Issuer must deliver to the Trustee an Opinion of Default shall have occurred and be continuing on Counsel qualified to practice in Canada or a ruling from Canada Revenue Agency to the date effect that Holders who are not resident in Canada will not recognize income, gain or loss for Canadian federal, provincial or territorial income tax or other tax purposes as a result of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (e) such Legal Defeasance or Covenant Defeasance shall not result Defeasance, as applicable, and will only be subject to Canadian federal, provincial or territorial income tax and other taxes on the same amounts, in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which same manner and at the Company or any of its Subsidiaries is bound; (f) same times as would have been the Issuers shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders over any other creditors of the Issuers or with the intent of defeating, hindering, delaying or defrauding creditors of the Issuers or others; and (g) the Issuers shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the case if such Legal Defeasance or the Covenant Defeasance have been complied with.Defeasance, as applicable, had not occurred;

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes: In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance with respect to the Notes: (a1) the Issuers Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the HoldersHolders of the Notes, cash in U.S. dollars, nonU.S. dollar-callable denominated Government SecuritiesObligations, or a combination thereof, in such amounts as will shall be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of and of, premium, if any, and interest and Additional Interest, if any, due on the outstanding Notes on the stated maturity date or on the date of fixed maturity or on the applicable redemption dateredemption, as the case may be, of such principal, premium, if any, or interest on such Notes, and the Issuers Issuer must specify whether the such Notes are being defeased to the date of fixed maturity or to a particular redemption datedate of redemption; (b2) in the case of an election under Section 8.02 hereofLegal Defeasance, the Issuers Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that:, subject to customary assumptions and exclusions, (1a) the Issuers have Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling; , or (2b) since the date issuance of this Indenturethe Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes purposes, as applicable, as a result of 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; provided, however, the Opinion of Counsel required with respect to a Legal Defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable at their Stated Maturity within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer; (c3) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Issuers Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that that, subject to customary assumptions and exclusions, 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 federal income such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Default Liens in connection therewith) shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (e5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, under the Credit Agreement or any other material agreement or instrument (other than this Indenture) to which the Company Issuer or any of its Subsidiaries Restricted Subsidiary is a party or by which the Company Issuer or any Restricted Subsidiary is bound (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of its Subsidiaries is boundLiens in connection therewith); (f6) the Issuers Issuer shall have 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 following the deposit, the trust funds will not be subject to the effect of Section 547 of Title 11 of the United States Code; (7) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders over any other creditors of the Issuers or Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers Issuer, Holdings, Intermediate Holdings or any Note Guarantor or others; and (g) 8) the Issuers Issuer shall have 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 provided for or relating to the Legal Defeasance or the Covenant Defeasance Defeasance, as the case may be, have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance under either Section 11.02 or 11.03 hereof: (a1) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the HoldersHolders of Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereofof cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of of, or interest and premium, if any, interest and Additional Interest, if any, on the outstanding Outstanding Notes on the stated date of fixed maturity for payment thereof or on the applicable redemption dateRedemption Date, as the case may be, and the Issuers must specify whether the Notes are being defeased to the such stated date of fixed maturity for payment or to a particular redemption dateRedemption Date; (b2) in the case of an election under Section 8.02 11.02 hereof, the Issuers shall have delivered must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: (1A) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or (2B) since the date 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 Holders of the outstanding Outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c3) in the case of an election under Section 8.03 11.03 hereof, the Issuers shall have delivered must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (e5) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company Regency Energy Partners or any of its Subsidiaries is a party or by which the Company Regency Energy Partners or any of its Subsidiaries is bound; (f6) the Issuers shall have delivered must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes over any the other creditors of the Issuers or with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers or others; and (g7) the Issuers shall have delivered must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. (a) In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance with respect to a Series of Securities under either Section 8.02 or Section 8.03 hereof: (a1) the Issuers Company must irrevocably deposit with the TrusteeTrustee for such Securities, in trust, for the benefit of the HoldersHolders of such Series of Securities, cash in U.S. dollars, non-callable Government Securities, Securities or a combination thereofof cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, accountants to pay the principal of and premiumof, if any, or interest and Additional Interestpremium on, if any, such Securities that are then outstanding on the outstanding Notes on the date of fixed maturity Stated Maturity or on the applicable redemption date, as the case may be, and the Issuers Company must specify whether the Notes such Securities are being defeased to the date of fixed maturity or to a particular redemption date; (b2) in the case of an election under Section 8.02 hereofLegal Defeasance, the Issuers shall have Company has delivered to the Trustee for such Securities an Opinion of Counsel reasonably acceptable to the Trustee confirming that: , subject to customary assumptions and exclusions, (1a) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (2b) since the date of this Indentureapplicable Issue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall will confirm that, the Holders of the such Series of Securities that are then outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c3) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Issuers Company shall have delivered to the Trustee for such Securities an Opinion of Counsel reasonably acceptable to the Trustee confirming that that, subject to customary assumptions and exclusions, the Holders of the such Series of Securities that are then outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default shall have with respect to such Series of Securities has occurred and be is 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); (e5) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under, under any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (f6) the Issuers shall have delivered Company must deliver to the Trustee for such Securities an Officers’ Officer’s Certificate stating that the deposit was not made by the Issuers Company with the intent of preferring the Holders over any the other creditors of the Issuers or Company with the intent of defeating, hindering, delaying or defrauding creditors of the Issuers Company or others; and (g7) the Issuers shall have delivered Company must deliver to the Trustee for such Securities an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance under either Section 8.02 or 8.03 hereof: (a1) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the HoldersHolders of the Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereofof cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of and premiumof, premium on, if any, and interest and Additional Intereston, if any, on the outstanding Notes on the stated date of fixed maturity for payment thereof or on the applicable redemption dateRedemption Date, as the case may be, and the Issuers Company must specify whether the Notes are being defeased to the such stated date of fixed maturity for payment or to a particular redemption dateRedemption Date; (b2) in the case of an election under Section 8.02 hereof, the Issuers shall have delivered Company must deliver to the Trustee an Opinion of Counsel confirming that: (1A) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling; or (2B) since the date 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 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; (c3) in the case of an election under Section 8.03 hereof, the Issuers shall have delivered Company must deliver to the Trustee an Opinion of Counsel confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit)deposit (and any similar concurrent deposit relating to other Indebtedness) and the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (e5) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this IndentureIndenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (f6) the Issuers shall have delivered Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers Company with the intent of preferring the Holders of Notes over any the other creditors of the Issuers or Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers Company or others; (7) if the Notes are to be redeemed prior to their Stated Maturity, the Company must deliver to the Trustee irrevocable instructions to redeem all of the Notes on the specified Redemption Date; and (g) 8) the Issuers shall have delivered Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes: In order to exercise either Legal Defeasance or Covenant Defeasance: (a) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. United States dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of and of, premium, if any, and interest and Additional Interest, if any, on the outstanding Notes on the stated date of fixed maturity for payment thereof or on the applicable redemption date, as the case may be, ; and the Issuers Company must specify whether the Notes are being defeased to the date of fixed maturity or to a particular redemption date; (b) in the case of an election under Section 8.02 hereof, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: that (1A) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (2B) since the date 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 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) in the case of an election under Section 8.03 hereof, the Issuers Company shall have delivered 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 federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing incurrence of funds Indebtedness all or a portion of the proceeds of which will be used to be applied defease the Notes pursuant to this Article 8 concurrently with such incurrence) or in the case of Legal Defeasance, insofar as Events of Default under Sections 6.01(g) or 6.01(h) hereof are concerned, at any time in the period ending on the 91st day after the date of deposit); (e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture or the Junior Note Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (f) in the Issuers case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel (which may be subject to customary exceptions) to the effect that, assuming no intervening bankruptcy of the Company or any of the Guarantors between the date of deposit and the 91st day following the deposit and assuming that no holder of Notes 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 or similar laws affecting creditors' rights generally; (g) the Company shall have delivered to the Trustee an Officers’ ' Certificate stating that the deposit was not made by the Issuers Company with the intent of preferring the Holders over 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; andother Persons; (gh) the Issuers Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and (i) no order or judgment shall prohibit the application by the Trustee of the funds deposited to effect Legal Defeasance or Covenant Defeasance. Insofar as Events of Default of the type specified in clauses (c), (d) or (e) of Section 6.01 are concerned, if any such event occurs at any time in the period ending on the 91st day after the date of deposit which would constitute an Event of Default had Legal Defeasance or Covenant Defeasance not occurred, then the obligations of the Company and the Guarantors under this Indenture, the Notes and the Note Guarantees shall be revived and reinstated as though no such deposit had occurred.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance under either Section 8.02 or 8.03 hereof: (a1) Solera or the Issuers Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of and premiumof, premium on, if any, interest and Additional Interestinterest, if any, on on, the outstanding Notes on the stated date of fixed maturity for payment thereof or on the applicable redemption date, as the case may be, and Solera or the Issuers Issuer must specify whether the Notes are being defeased to the such stated date of fixed maturity for payment or to a particular redemption date; (b2) in the case of an election under Section 8.02 hereof, Solera or the Issuers shall have delivered Issuer must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: (1A) Solera or the Issuers have Issuer has received from, or there has been published by, the Internal Revenue Service a ruling; or (2B) since the date 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 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; (c3) in the case of an election under Section 8.03 hereof, Solera or the Issuers shall have delivered Issuer must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default shall have occurred and be is 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 (and any similar concurrent deposit relating to other Indebtedness), and the granting of Liens to secure such borrowings); (e5) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this IndentureIndenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which the Company Solera or any of its Subsidiaries is a party or by which the Company Solera or any of its Subsidiaries is bound; (f6) Solera or the Issuers shall have delivered Issuer must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by Solera or the Issuers Issuer with the intent of preferring the Holders of Notes over any the other creditors of Solera or the Issuers or Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of Solera, the Issuers Issuer or others; and (g7) Solera or the Issuers shall have delivered Issuer must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance under Section 8.02 or 8.03, respectively, hereof: (a1) the Issuers Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay the principal of and premiumof, premium on, if any, and interest and Additional Interest, if any, on the such outstanding Notes on the stated date of fixed maturity for payment thereof or on the applicable redemption date, as the case may be, and the Issuers Issuer must specify whether the Notes are being defeased to the such stated date of fixed maturity for payment or to a particular redemption date;date; (b2) in the case of an election under Section 8.02 hereof, the Issuers shall have delivered Issuer must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: (1A) the Issuers have Issuer has received from, or there has been published by, the Internal Revenue Service a ruling; ruling; or (2B) since the date 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 Holders beneficial owners of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;occurred; (c3) in the case of an election under Section 8.03 hereof, the Issuers shall have delivered Issuer must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders beneficial owners of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;occurred; (d4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such depositdeposit (and any similar concurrent deposit relating to other Indebtedness);, and the granting of Liens to secure such borrowings); (e5) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this IndentureIndenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which the Company Issuer or any of its Subsidiaries the Guarantors is a party or by which the Company Issuer or any of its Subsidiaries the Guarantors is bound;bound; (f6) the Issuers shall have delivered Issuer must deliver to the Trustee an Officers’ Officer’s Certificate stating that the deposit was not made by the Issuers it with the intent of preferring the Holders over any other of its creditors of the Issuers or with the intent of defeating, hindering, delaying or defrauding any other of its creditors of the Issuers or others; and (g7) the Issuers shall have delivered Issuer must deliver to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance under either Section 8.02 or 8.03 hereof: (a) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized an accounting, appraisal or investment banking firm of independent public accountantsnational standing, to pay the principal of and of, premium, if any, on, and interest and Additional Intereston, if any, on the outstanding Notes on the stated date of fixed maturity for payment thereof or on the applicable redemption date, as the case may be, and the Issuers must specify whether the Notes are being defeased to the such stated date of fixed maturity for payment or to a particular redemption date (provided that if such redemption is made as provided in Section 3.07(b), (x) the amount of cash in U.S. dollars, non-callable Government Securities, or a combination thereof, that must be irrevocably deposited will be determined using an assumed Applicable Premium calculated as of the date of such deposit and (y) the depositor must irrevocably deposit or cause to be deposited additional money in trust on the redemption date as necessary to pay the Applicable Premium as determined on such date); (b) in the case of an election under Section 8.02 hereof, the Issuers shall have delivered must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: (1) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or (2) since the date 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 will confirm that, the Holders 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) in the case of an election under Section 8.03 hereof, the Issuers shall have delivered must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have has occurred and be is 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 (and any similar concurrent deposit relating to other Indebtedness), and the granting of Liens to secure such borrowings); (e) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this IndentureIndenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (f) the Issuers shall have delivered must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of the Notes over any the other creditors of the Issuers or with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers or others; and (g) the Issuers shall have delivered must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance under either Section 8.02 or 8.03 hereof: (a1) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the HoldersHolders of the Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay the principal of of, premium and premium, if any, interest and Additional Special Interest, if any, on and interest on, the outstanding Notes on the stated date of fixed maturity for payment thereof or on the applicable redemption date, as the case may be, and the Issuers Company must specify whether the Notes are being defeased to the such stated date of fixed maturity for payment or to a particular redemption date; (b2) in the case of an election under Section 8.02 hereof, the Issuers shall have delivered Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: (1A) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling; or (2B) since the date 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 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; (c3) in the case of an election under Section 8.03 hereof, the Issuers shall have delivered Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (e5) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (f6) the Issuers shall have delivered Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers Company with the intent of preferring the Holders of Notes over any the other creditors of the Issuers or Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers Company or others; and (g7) the Issuers shall have delivered Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes: In order to exercise either Legal Defeasance or Covenant Defeasance: (a) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the HoldersHolders of Notes, cash in U.S. United States dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of of, Interest, and premium, if any, interest and Additional Interest, if any, on the outstanding Notes on the date of fixed stated maturity or on the applicable redemption date, as the case may be, and the Issuers must specify whether the Notes are being defeased to the date of fixed maturity or to a particular redemption date; (b) in the case of an election under Section 8.02 hereof, the Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: that (1a) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (2b) since the date 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 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) in the case of an election under Section 8.03 hereof, the Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, under any material agreement or instrument (other than this Indenture) to which either of the Company or Issuers any of its the Partnership’s Restricted Subsidiaries is a party or by which either of the Company Issuers or any of its the Partnership’s Restricted Subsidiaries is bound; (f) the Issuers shall have delivered must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes over any the other creditors of either of the Issuers or with the intent of defeating, hindering, delaying or defrauding creditors of either of the Issuers or others; and (g) the Issuers shall have delivered must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance under either Section 8.02 or 8.03 hereof: (a1) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay the principal of and of, premium, if any, and interest and Additional Intereston, if any, on the outstanding Notes on the stated date of fixed maturity for payment thereof or on the applicable redemption date, as the case may be, and the Issuers Company must specify whether the Notes are being defeased to the such stated date of fixed maturity for payment or to a particular redemption date; (b2) in the case of an election under Section 8.02 hereof, the Issuers shall have delivered Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: (1A) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling; or (2B) since the date of this Supplemental 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 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; (c3) in the case of an election under Section 8.03 hereof, the Issuers shall have delivered Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default shall have occurred and be is 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 (and any similar concurrent deposit relating to other Indebtedness), and the granting of Liens to secure such borrowings); (e5) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this IndentureIndenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which the Company or any of its Subsidiaries the Guarantors is a party or by which the Company or any of its Subsidiaries the Guarantors is bound; (f6) the Issuers shall have delivered Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers Company with the intent of preferring the Holders of Notes over any the other creditors of the Issuers or Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers Company or others; and (g7) the Issuers shall have delivered Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance under either Section 8.02 or 8.03 hereof: (a1) the Issuers Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay the principal of of, premium and premium, if any, interest and Additional Special Interest, if any, on and interest on, the outstanding Notes on the stated date of fixed maturity for payment thereof or on the applicable redemption date, as the case may be, and the Issuers Issuer must specify whether the Notes are being defeased to the such stated date of fixed maturity for payment or to a particular redemption date; (b2) in the case of an election under Section 8.02 hereof, the Issuers shall have delivered Issuer must deliver to the Trustee an Opinion of Counsel confirming that: (1A) the Issuers have Issuer has received from, or there has been published by, the Internal Revenue Service a ruling; or (2B) since the date 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 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; (c3) in the case of an election under Section 8.03 hereof, the Issuers shall have delivered Issuer must deliver to the Trustee an Opinion of Counsel confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit)) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (e5) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company Issuer or any of its Subsidiaries is a party or by which the Company Issuer or any of its Subsidiaries is bound; (f6) the Issuers shall have delivered Issuer must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers Issuer with the intent of preferring the Holders of Notes over any the other creditors of the Issuers or Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers Issuer or others; and (g7) the Issuers shall have delivered Issuer must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance: (a) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereofof cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of and premium, if any, interest and Additional Interest, if any, on the outstanding Notes on the date of fixed maturity or on the applicable redemption date, as the case may be, and the Issuers must specify whether the Notes are being defeased to the date of fixed maturity or to a particular redemption date; (b) in the case of an election under Section 8.02 hereof, the Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: (1) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or (2) since the date 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 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) in the case of an election under Section 8.03 hereof, the Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have has occurred and be is 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 (and any similar concurrent deposit relating to other Indebtedness), and the granting of Liens to secure such borrowings); (e) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (f) the Issuers shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders over any other creditors of the Issuers or with the intent of defeating, hindering, delaying or defrauding creditors of the Issuers or others; and (g) the Issuers shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance under either Section 8.02 or 8.03 hereof: (a1) the The Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, dollars or non-callable Government Securities, or a combination thereofU.S. government obligations, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of and of, premium, if any, and interest and Additional Interest, if any, on the outstanding Notes on the stated date of fixed maturity for payment thereof or on the an applicable redemption date, as the case may be, and the Issuers must specify whether the Notes are being defeased to the date of fixed maturity or to a particular redemption date; (b2) in the case of an election under Section 8.02 hereof, the Issuers shall have delivered to the Trustee an Opinion of Counsel confirming stating that: (1A) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or (2B) 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 state 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; provided, however, such Opinion of Counsel shall not be required if all the Notes will become due and payable on the maturity date within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee; (c3) in the case of an election under Section 8.03 hereof, the Issuers shall have delivered to the Trustee an Opinion of Counsel confirming stating 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; (d4) no Default or Event of Default shall have occurred and be is continuing on the date of such deposit (other than a Default or Event of Default resulting any default arising from the borrowing substantially contemporaneous incurrence of funds indebtedness to be applied to such depositfund the deposit described above in clause (1)); (e5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, under this Indenture (other than any default arising from the substantially contemporaneous incurrence of indebtedness to fund the deposit described above in clause (1)) or any other material agreement or instrument (other than this Indenture) to which Venator, the Company Issuers or any of its their Subsidiaries is a party or by which Venator, the Company Issuers or any of its their Subsidiaries is bound; (f6) the Issuers shall have delivered must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders over any other creditors of the Issuers or with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers or others; and; (g7) the Issuers shall have delivered must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and (8) the Issuers shall have delivered to the Trustee an Opinion of Counsel stating that either (i) the Issuers have assigned all their ownership interest in the trust funds to the Trustee (or such other entity directed, designated and appointed by the Trustee as co-Trustee for this purpose) or (ii) the Trustee has a valid perfected security interest in the trust funds.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance under either Section 8.02 or 8.03 hereof: (a1) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the HoldersHolders of the Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereofof cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of of, or interest and premium, if any, interest premium and Additional Interest, if any, on the outstanding Notes on the date of fixed stated maturity or on the applicable redemption date, as the case may be, and the Issuers Company must specify whether the Notes are being defeased to the date of fixed maturity or to a particular redemption date; (b2) in the case of an election under Section 8.02 hereofLegal Defeasance, the Issuers shall have Company has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: that (1a) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (2b) since the date 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 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; (c3) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Issuers shall have Company has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default shall have has occurred and be is 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); (e5) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under, under any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (f6) the Issuers shall have delivered Company must deliver to the Trustee an Officers’ ' Certificate stating that the deposit was not made by the Issuers Company with the intent of preferring the Holders of Notes over any the other creditors of the Issuers or Company with the intent of defeating, hindering, delaying or defrauding creditors of the Issuers Company or others; and (g7) the Issuers shall have delivered Company must deliver to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance: (a) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of and of, premium, if any, and interest and Additional Interest, if any, on the outstanding Notes on the date of fixed maturity or on the applicable redemption date, as the case may be, and the Issuers must specify whether the Notes are being defeased to the date of fixed maturity or to a particular redemption date; provided that if such redemption is made as provided in Section 4.07(c), (x) the amount of cash in U.S. dollars, non-callable Government Securities, or a combination thereof, that must be irrevocably deposited will be determined using an assumed Make Whole Premium calculated as of the date of such deposit (as determined in good faith by the Company) and (y) the depositor must irrevocably deposit or cause to be deposited additional money in trust on the redemption date as necessary to pay the Make Whole Premium as determined on such date; (b) in the case of an election under Section 8.02 9.02 hereof, the Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: (1) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or (2) since the date 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 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) in the case of an election under Section 8.03 9.03 hereof, the Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company Parent or any of its Subsidiaries is a party or by which the Company Parent or any of its Subsidiaries is bound; (f) the Issuers shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders over any other creditors of the Issuers or with the intent of defeating, hindering, delaying or defrauding creditors of the Issuers or others; and (g) the Issuers shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes: In order to exercise either Legal Defeasance or Covenant Defeasance: (a) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. United States dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of of, premium and premiumLiquidated Damages, if any, and interest and Additional Interest, if any, on the outstanding Notes on the stated date of fixed maturity for payment thereof or on the applicable redemption date, as the case may be, and the Issuers Company must specify whether the Notes are being defeased to the date of fixed maturity or to a particular redemption date; (b) in the case of an election under Section 8.02 hereof, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: that (1A) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (2B) since the date 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 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) in the case of an election under Section 8.03 hereof, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such that deposit)) or insofar as Sections 6.01(i) or 6.01(j) hereof is concerned, at any time in the period ending on the 91st day after the date of deposit; (e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Restricted Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (f) the Issuers Company shall have delivered to the Trustee an Opinion of Counsel to the effect that, 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, 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; (g) the Company shall have delivered to the Trustee an Officers’ ' Certificate stating that the deposit was not made by the Issuers Company with the intent of preferring the Holders over 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 (gh) the Issuers Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 to the outstanding Notes: In order to exercise either Legal Defeasance or Covenant Defeasance: (a1) the Issuers or the Parent Guarantor must irrevocably deposit with the Trustee, in trust, for the benefit of the HoldersHolders of the Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of and of, premium, if any, and interest and Additional Interest, if any, on the outstanding Notes on the date of fixed stated maturity or on the applicable redemption date, as the case may be, and the Issuers and the Parent Guarantor must specify whether the Notes are being shall be defeased to the date of fixed maturity or to a particular redemption date; (b2) in the case of an election under Section 8.02 hereofLegal Defeasance, the Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: (1a) the Issuers and the Parent Guarantor have received from, or there has been published by, the Internal Revenue Service a ruling; ruling or (2b) since the date of this IndentureIssue 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 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; (c3) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Issuers or the Parent Guarantor shall have delivered to the Trustee an Opinion of Counsel confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default shall have occurred and be continuing either: (a) 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 and the grant of any Lien securing such borrowing); or (b) insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit); (e5) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under, under any material agreement or instrument (other than this Indenture) to which the Company Issuers or any of its their Restricted Subsidiaries is a party or by which the Company Issuers or any of its their Restricted Subsidiaries is bound; (f6) the Issuers shall must have delivered to the Trustee an Opinion of Counsel to the effect that after the 91st day, assuming no intervening bankruptcy, that no Holder is an insider of either of the Issuers following the deposit and that such deposit would not be deemed by a court of competent jurisdiction a transfer for the benefit of the Issuers in their capacities as such, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (7) the Issuers or the Parent Guarantor must have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of the Notes over any the other creditors of the Issuers or the Parent Guarantor with the intent of defeating, hindering, delaying or defrauding creditors of the Issuers Issuers, the Parent Guarantor or others; and (g) 8) the Issuers shall or the Parent Guarantor must have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause (2) above with respect to a Legal Defeasance need not be delivered and the conditions set forth in clauses 4(b) and (6) shall not apply if all Notes not theretofore delivered to the Trustee for cancellation (a) have become due and payable or (b) will become due and payable on the maturity date or a redemption date within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance under either Sections 8.02 or 8.03 hereof: (a1) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay the principal of and of, premium, if any, and interest and Additional Intereston, if any, on the outstanding Notes on the stated date of fixed maturity for payment thereof or on the applicable redemption date, as the case may be, and the Issuers Company must specify whether the Notes are being defeased to the such stated date of fixed maturity for payment or to a particular redemption date; (b2) in the case of an election under Section 8.02 hereof, the Issuers shall have delivered Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: (1A) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling; or (2B) since the date of this Supplemental 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 Holders and Beneficial Owners of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c3) in the case of an election under Section 8.03 hereof, the Issuers shall have delivered Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders and Beneficial Owners of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default shall have occurred and be is 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 (and any similar concurrent deposit relating to other Indebtedness), and the granting of Liens to secure such borrowings); (e5) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this IndentureIndenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which the Company or any of its Subsidiaries the Guarantors is a party or by which the Company or any of its Subsidiaries the Guarantors is bound; (f6) the Issuers shall have delivered Company must deliver to the Trustee an Officers’ Officer’s Certificate stating that the deposit was not made by the Issuers Company with the intent of preferring the Holders of Notes over any the other creditors of the Issuers or Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers Company or others; and (g7) the Issuers shall have delivered Company must deliver to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance under either Section 8.02 or 8.03 hereof: (a1) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereofin cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay the principal of of, or interest (including Additional Amounts), premium and premium, if any, interest and Additional Special Interest, if any, on the outstanding Notes on the stated date of fixed maturity for payment thereof or on the applicable redemption date, as the case may be, and the Issuers Company must specify whether the Notes are being defeased to the such stated date of fixed maturity for payment or to a particular redemption date; (b2) in the case of an election under Section 8.02 hereof, the Issuers shall have delivered Company must deliver to the Trustee an Opinion of Counsel confirming that: (1A) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling; or (2B) since the date 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 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; (c3) in the case of an election under Section 8.03 hereof, the Issuers shall have delivered Company must deliver to the Trustee an Opinion of Counsel confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit)) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (e5) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (f6) the Issuers shall have delivered Company must deliver to the Trustee an Officers’ Officer’s Certificate stating that the deposit was not made by the Issuers Company with the intent of preferring the Holders of Notes over any the other creditors of the Issuers or Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers Company or others; and (g7) the Issuers shall have delivered Company must deliver to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes: In order to exercise either Legal Defeasance or Covenant Defeasance: (a) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. United States dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of of, premium and premium, if any, interest and Additional Interest, if any, on the outstanding Notes on the stated date of fixed maturity for payment thereof or on the applicable redemption date, as the case may be, be and the Issuers Company must specify whether the Notes are being defeased to the date of fixed maturity or to a particular redemption date; (b) in the case of an election under Section 8.02 hereof, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: that (1A) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (2B) since the date 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 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) in the case of an election under Section 8.03 hereof, the Issuers Company shall have delivered 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 federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing incurrence of funds Indebtedness all or a portion of the proceeds of which will be used to be applied defease the Notes pursuant to this Article 8 concurrently with such incurrence) or insofar as Sections 6.01(g) or 6.01(h) hereof is concerned, at any time in the period ending on the 91st day after the date of deposit); (e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (f) the Issuers Company shall have delivered to the Trustee an Opinion of Counsel (which may be subject to customary exceptions) to the effect that on 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; (g) the Company shall have delivered to the Trustee an Officers’ ' Certificate stating that the deposit was not made by the Issuers Company with the intent of preferring the Holders over any other creditors of the Issuers Company or with the intent of defeating, hindering, delaying or defrauding creditors of the Issuers Company or others; and; (gh) the Issuers Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and (i) except as otherwise provided in this Indenture, each Guarantor shall have been released from its Obligations under its Note Guarantee.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes: In order to exercise either Legal Defeasance or Covenant Defeasance: (a) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. United States dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of of, premium and premium, if any, interest and Additional Special Interest, if any, and interest on the outstanding Notes on the stated date of fixed maturity for payment thereof or on the applicable redemption date, as the case may be, and the Issuers Company must specify whether the Notes are being defeased to the date of fixed maturity or to a particular redemption date; (b) in the case of an election under Section 8.02 hereof, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel in the United States confirming that: that (1A) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (2B) since the date 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 Holders and beneficial owners of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in the case of an election under Section 8.03 hereof, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel in the United States confirming that the Holders and beneficial owners of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from any incurrence of Indebtedness all or a portion of the borrowing proceeds of funds which will be used to be applied defease the Notes pursuant to this Article 8 concurrently with such depositincurrence); (e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Restricted Subsidiaries is a party or by which the Company or any of its Restricted Subsidiaries is bound; (f) the Issuers Company shall have delivered to the Trustee an Officers’ Officer’s Certificate stating that the deposit was not made by the Issuers Company with the intent of preferring the Holders over 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 (g) the Issuers Company shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance under either Section 13.02 or 13.03 hereof: (a) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the HoldersHolders of the Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereofof cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay the principal of and premiumof, if any, or interest and Additional Interest, if any, premium on the outstanding Notes on the date of fixed maturity Stated Maturity or on the applicable redemption dateRedemption Date, as the case may be, and the Issuers must specify whether the Notes are being defeased to the date of fixed maturity or to a particular redemption dateRedemption Date; (b) in the case of an election under Section 8.02 hereofa Legal Defeasance, the Issuers shall have delivered must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: that (1i) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (2ii) since the date of this Supplemental 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 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) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Issuers shall have delivered must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such depositdeposit and the grant of any Lien securing such borrowing); (e) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Supplemental Indenture) to which the Company Suburban Propane or any of its Subsidiaries is a party or by which the Company Suburban Propane or any of its Subsidiaries is bound; (f) the Issuers shall have delivered must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes over any the other creditors of the Issuers or with the intent of defeating, hindering, delaying or defrauding creditors of the Issuers or others; and; (g) the Issuers shall have delivered must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and (h) the Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that, assuming no intervening bankruptcy of the Issuers between the date of deposit and the 91st day following the date of deposit and that no Holder is an insider of either of the Issuers, after the 91st day following the date of deposit, the trust funds will not be subject to the effect of any applicable federal bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally. Notwithstanding the foregoing, the Opinion of Counsel required by clause (b) above with respect to a Legal Defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (1) have become due and payable or (2) will become due and payable on the maturity date within one year, or are to be called for redemption within one year, under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance pursuant to Section 8.02 or Covenant DefeasanceDefeasance pursuant to Section 8.03, the following conditions must be met: (a1) the Issuers Company must irrevocably deposit or cause to be deposited with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will are expected to be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of and of, premium, if any, and interest and Additional Interest, if any, on the outstanding Notes on the date of fixed stated maturity or on the applicable redemption date, as the case may be, and the Issuers Company must specify whether the Notes are being defeased to the date of fixed maturity or to a particular redemption date; (b2) in the case of an election under Section 8.02 hereofLegal Defeasance, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel Counsel, subject to customary assumptions and exclusions, reasonably acceptable to the Trustee confirming that: (1a) the Issuers Company have received from, or there has been published by, the Internal Revenue Service a ruling; ruling or (2b) since the date of this Indenturesuch Notes were first issued, 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 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; (c3) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel Counsel, subject to customary assumptions and exclusions, reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default shall have occurred and be continuing (on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such depositdeposit and the grant of any Lien securing such borrowing);): (e5) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under, under any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries a Guarantor is a party or by which the Company or any of its Subsidiaries Guarantor is bound; (f6) the Issuers shall have delivered Company must deliver to the Trustee an Officers’ Officer’s Certificate stating that the deposit was not made by the Issuers Company with the intent of preferring the Holders over any the other creditors of the Issuers or Company with the intent of defeating, hindering, delaying or defrauding creditors of the Issuers Company or others; and (g7) the Issuers shall have delivered Company must deliver to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause (2) above with respect to a Legal Defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation, (a) have become due and payable or (b) will become due and payable on the maturity date within one year, by their terms or under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance under either Section 8.02 or 8.03 hereof: (a1) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the HoldersHolders of Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay the principal of and of, premium, if any, and interest and Additional (including Special Interest, if any) on, on the outstanding Notes on the stated date of fixed maturity for payment thereof or on the applicable redemption date, as the case may be, and the Issuers Company must specify whether the Notes are being defeased to the such stated date of fixed maturity for payment or to a particular redemption date; (b2) in the case of an election under Section 8.02 hereofLegal Defeasance, the Issuers shall have delivered Company must deliver to the Trustee an Opinion of Counsel confirming that: that (1A) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (2B) since the date 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 will confirm that, the 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; (c3) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Issuers shall have delivered Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default shall have has occurred and be is 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 (and any similar concurrent deposit relating to other Indebtedness), and the granting of Liens to secure such borrowings); (e5) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this IndentureIndenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which the Company or any of its Subsidiaries the Guarantors is a party or by which the Company or any of its Subsidiaries the Guarantors is bound; (f6) the Issuers shall have delivered Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers Company with the intent of preferring the Holders of Notes over any the other creditors of the Issuers or Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers Company or others; and (g7) the Issuers shall have delivered Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with. Upon a Legal Defeasance or Covenant Defeasance, the Collateral Trustee will cease to be a party to the Security Documents on behalf of the Holders of Notes and the Collateral will no longer secure the Notes. The Collateral will be released from the Liens securing the Notes as provided in the Collateral Trust Agreement.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance under either Section 12.02 or 12.03 hereof: (a) the Issuers Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay the principal of and of, premium, if any, and interest and Additional Intereston, if any, on the outstanding Notes on the stated date of fixed maturity for payment thereof or on the applicable redemption dateRedemption Date, as the case may be, and the Issuers Issuer must specify whether the Notes are being defeased to the such stated date of fixed maturity for payment or to a particular redemption dateRedemption Date; (b) in the case of an election under Section 8.02 12.02 hereof, the Issuers shall have delivered Issuer must deliver to the Trustee an Opinion of Counsel confirming that: (1) the Issuers have Issuer has received from, or there has been published by, the Internal Revenue Service a ruling; or (2) 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 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) in the case of an election under Section 8.03 12.03 hereof, the Issuers shall have delivered Issuer must deliver to the Trustee an Opinion of Counsel 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; (d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such depositdeposit (and any similar concurrent deposit relating to other indebtedness being defeased, discharged or replaced), and the granting of liens to secure such borrowings); (e) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this IndentureIndenture and the agreements governing any other indebtedness being defeased, discharged or replaced) to which the Company or any of its Subsidiaries Issuer is a party or by which the Company Issuer or any of its Subsidiaries Guarantor is bound; (f) the Issuers shall have delivered Issuer must deliver to the Trustee an Officers’ Officer’s Certificate stating that the deposit was not made by the Issuers Issuer with the intent of preferring the Holders of Notes over any the other creditors of the Issuers or Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers Issuer or others; and (g) the Issuers shall have delivered Issuer must deliver to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each in a form reasonably acceptable to Trustee and each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance under either Section 8.02 or 8.03 hereof: (a1) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the HoldersHolders of the Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereofof cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of of, and interest, Special Interest and premium, if any, interest and Additional Intereston, if any, on the outstanding Notes on the date of fixed maturity or on the applicable redemption date, as the case may be, and the Issuers must specify whether the Notes are being defeased to the date of fixed maturity or to a particular redemption date; (b2) in the case of an election under Section 8.02 hereof, the Issuers shall have delivered must deliver to the Trustee an Opinion opinion of Counsel counsel reasonably acceptable to the Trustee confirming that: (1a) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or (2b) since the date 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 shall counsel will confirm that, the Holders 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; (c3) in the case of an election under Section 8.03 hereof, the Issuers shall have delivered must deliver to the Trustee an Opinion opinion of Counsel counsel reasonably acceptable to the Trustee confirming that the Holders holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default shall have has occurred and be is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing incurrence of funds to be Indebtedness, the proceeds of which are applied to such depositdeposit (and any similar concurrent deposit relating to other Indebtedness), and the granting of Liens to secure such Indebtedness); (e5) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this IndentureIndenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (f6) the Issuers shall have delivered must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes over any the other creditors of the Issuers or with the intent of defeating, hindering, delaying or defrauding creditors of the Issuers or others; and (g7) the Issuers shall have delivered must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance under either Section 8.02 or Section 8.03 hereof: (a1) the Issuers The Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, dollars or non-callable Government Securities, or a combination thereofU.S. government obligations, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of and of, premium, if any, and interest and Additional Interest, if any, on the outstanding Notes on the stated date of fixed maturity for payment thereof or on the an applicable redemption date, as the case may be, and the Issuers must specify whether the Notes are being defeased to the date of fixed maturity or to a particular redemption date; (b2) in the case of an election under Section 8.02 hereof, the Issuers Issuer shall have delivered to the Trustee an Opinion of Counsel confirming stating that: (1a) the Issuers have Issuer has received from, or there has been published by, the Internal Revenue Service a ruling; or (2b) 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 state 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; provided, however, such Opinion of Counsel shall not be required if all the Notes will become due and payable on the maturity date within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee; (c3) in the case of an election under Section 8.03 hereof, the Issuers Issuer shall have delivered to the Trustee an Opinion of Counsel confirming stating 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; (d4) no Default or Event of Default shall have occurred and be is continuing on the date of such deposit (other than a Default or Event of Default resulting any default arising from the borrowing substantially contemporaneous incurrence of funds indebtedness to be applied to such depositfund the deposit described above in clause (1)); (e5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, under this Indenture (other than any default arising from the substantially contemporaneous incurrence of indebtedness to fund the deposit described above in clause (1)) or any other material agreement or instrument (other than this Indenture) to which Holdings, the Company Issuer or any of its their Subsidiaries is a party or by which Holdings, the Company Issuer or any of its their Subsidiaries is bound; (f6) the Issuers shall have delivered Issuer must deliver to the Trustee an Officers’ Officer’s Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders over any other creditors of the Issuers or Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers Issuer or others; and; (g7) the Issuers shall have delivered Issuer must deliver to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and (8) the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that either (i) the Issuer has assigned all their ownership interest in the trust funds to the Trustee (or such other entity directed, designated and appointed by the Trustee as co-Trustee for this purpose) or (ii) the Trustee has a valid perfected security interest in the trust funds.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance under either Section 8.02 or 8.03 hereof: (a1) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the HoldersHolders of the Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereofof cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, accountants to pay the principal of of, or interest and premium, if any, interest and Additional Interest, if any, on the outstanding Notes on the stated date of fixed maturity for payment thereof or on the applicable redemption date, as the case may be, and the Issuers Company must specify whether the Notes are being defeased to the such stated date of fixed maturity for payment or to a particular redemption date; (b2) in the case of an election under Section 8.02 hereof, the Issuers shall have Company has delivered to the Trustee an Opinion of Counsel confirming that: (1A) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling; or (2B) since the date 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 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; (c3) in the case of an election under Section 8.03 hereof, the Issuers shall have Company has delivered to the Trustee an Opinion of Counsel confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default shall have has occurred and be is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds fiends to be applied to such deposit)) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (e5) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (f6) the Issuers shall have delivered Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers Company with the intent of preferring the Holders of Notes over any the other creditors of the Issuers or Company with the intent of defeating, hindering, delaying or defrauding creditors of the Issuers Company or others; and (g7) the Issuers shall have delivered Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes. In order to exercise either Legal Defeasance or Covenant Defeasance: (a) the Issuers must Company shall irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, Holders cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of and premiumof, if anyor interest, interest premium and Additional InterestAmounts, if any, on the outstanding Notes notes on the date of fixed maturity Stated Maturity or on the applicable redemption datedate of redemption, as the case may be, and the Issuers must Company shall specify whether the Notes are being defeased to the date of fixed maturity or to a particular redemption datedate of redemption; (b) in the case of an election under Section 8.02 hereofLegal Defeasance, the Issuers Company shall have delivered deliver to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: that (1i) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (2ii) since subsequent to the date of this IndentureIssue 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 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 federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in occurred and the case of an election under Section 8.03 hereof, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel in Canada reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for Canadian federal income tax purposes as a result of such Legal Defeasance and will be subject to Canadian federal income tax (including withholding tax) on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in the case of Covenant Defeasance, the Company shall deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that 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 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 and the Company shall have delivered to the Trustee an Opinion of Counsel in Canada or an advance tax ruling from the Canada Revenue Agency (or successor agency) reasonably acceptable to the Trustee confirming that Holders of the outstanding Notes will not recognize income, gain or loss for Canadian federal income tax purposes as a result of such Covenant Defeasance and will be subject to Canadian federal income tax (including withholding tax) on the same amounts, in the same manner and at the same time as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing either (a) on the date of such deposit deposit, or (b) insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit, other than than, in each case, a Default or Event of Default resulting from the borrowing of funds to be applied to such depositdeposit (and any similar concurrent deposit relating to other Indebtedness), and the granting of Liens to secure such borrowings; (e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, under any material agreement or instrument (other than this Indenture) instrument, to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (f) the Issuers Company shall have delivered deliver to the Trustee an Opinion of Counsel to the effect that, (a) assuming no intervening bankruptcy of the Company or any Subsidiary Guarantor between the date of deposit and the 91st day following such deposit and assuming that no Holder is an “insider” of the Company under applicable Bankruptcy Law, after the 91st day following such deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and (b) the creation of the defeasance trust does not violate the Investment Company Act of 1940; (g) the Company shall deliver to the Trustee an Officers’ Certificate stating that the such deposit was not made by the Issuers Company with the intent of preferring the Holders of Notes over any the other creditors of the Issuers or Company with the intent of defeating, hindering, delaying or defrauding creditors of the Issuers Company or others; (h) if the Notes are to be redeemed prior to their Stated Maturity, the Company must deliver to the Trustee irrevocable instructions to redeem all of the Notes on the specified redemption date; and (gi) the Issuers Company shall have delivered deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Senior Notes: In order to exercise either Legal Defeasance or Covenant Defeasance: (a) the Issuers Company must irrevocably deposit with the Senior Note Trustee, in trust, for the benefit of the Holders, cash in U.S. United States dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of of, premium and premiumLiquidated Damages, if any, and interest and Additional Interest, if any, on the outstanding Senior Notes on the stated date of fixed maturity for payment thereof or on the applicable redemption date, as the case may be, and the Issuers Company must specify whether the Senior Notes are being defeased to the date of fixed maturity or to a particular redemption date; (b) in the case of an election under Section 8.02 hereof, the Issuers Company shall have delivered to the Senior Note Trustee an Opinion of Counsel in the United States reasonably acceptable to the Senior Note Trustee confirming that: that (1A) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (2B) since the date of this Senior Note 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 Holders of the outstanding Senior Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in the case of an election under Section 8.03 hereof, the Issuers Company shall have delivered to the Senior Note Trustee an Opinion of Counsel in the United States reasonably acceptable to the Senior Note Trustee confirming that the Holders of the outstanding Senior Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing incurrence of funds Indebtedness all or a portion of the proceeds of which will be used to be applied defease the Senior Notes pursuant to this Article 8 concurrently with such incurrence) or insofar as Sections 6.01(g) or 6.01(h) hereof is concerned, at any time in the period ending on the 91st day after the date of deposit); (e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Senior Note Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (f) the Issuers Company shall have delivered to the Senior Note Trustee an Opinion of Counsel (which may be subject to customary exceptions) to the effect that after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; (g) the Company shall have delivered to the Senior Note Trustee an Officers’ ' Certificate stating that the deposit was not made by the Issuers Company with the intent of preferring the Holders over any other creditors of the Issuers Company or with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers Company or others; and (gh) the Issuers Company shall have delivered to the Senior Note Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance under either Section 8.02 or 8.03 hereof: (a1) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securitiesgovernment securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay the principal of and premiumof, premium on, if any, and interest and Additional Intereston, if any, on the outstanding Notes on the stated date of fixed maturity for payment thereof or on the applicable redemption date, as the case may be, and the Issuers must specify whether the Notes are being defeased to the such stated date of fixed maturity for payment or to a particular redemption date; (b2) in the case of an election under Section 8.02 hereof, the Issuers shall have delivered must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: (1A) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or (2B) since the date 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 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; (c3) in the case of an election under Section 8.03 hereof, the Issuers shall have delivered Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such depositdeposit (and any similar concurrent deposit relating to other Indebtedness), and the granting of Liens to secure such borrowings); (e5) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this IndentureIndenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which the Company Issuers or any of its Subsidiaries the Subsidiary Guarantors is a party or by which the Company Issuers or any of its Subsidiaries the Subsidiary Guarantors is bound; (f) the Issuers shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders over any other creditors of the Issuers or with the intent of defeating, hindering, delaying or defrauding creditors of the Issuers or others; and (g6) the Issuers shall have delivered must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 9.02 or 9.03 to the outstanding Notes: In order to exercise either Legal Defeasance or Covenant Defeasance: (a) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. United States dollars, non-callable U.S. Government SecuritiesObligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent certified public accountants, to pay the principal of and of, premium, if any, and interest and Additional Interest, if any, on the outstanding Notes on the date of fixed maturity Stated Maturity or on the applicable redemption date, as the case may be, and the Issuers Company must specify whether the Notes are being defeased to the date of fixed maturity Stated Maturity or to a particular redemption date; (b) in the case of an election under Section 8.02 hereof9.02, the Issuers shall Company will have delivered to the Trustee an Opinion of Counsel confirming that: that (1A) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (2B) since the date of this Indenture, there has been a change in the applicable United States federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in the case of an election under Section 8.03 hereof9.03, the Issuers shall Company will have delivered 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 United States federal income tax purposes as a result of such Covenant Defeasance and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such depositdeposit and the granting of Liens with respect thereto); (e) such Legal Defeasance deposit, defeasance and discharge or Covenant Defeasance shall deposit and defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (f) the Issuers shall Company will have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers Company with the intent of preferring the Holders holders of the Notes over any the other creditors of the Issuers Company or with the intent of defeating, hindering, delaying or defrauding creditors of the Issuers Company or others; and (g) the Issuers shall Company will have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or contained in this Indenture relating to the Legal Defeasance or the Covenant Defeasance have been complied withsatisfied.

Conditions to Legal or Covenant Defeasance. (a) In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance under either Section 8.02 or 8.03 hereof: (a1) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereofof cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, accountants to pay the principal of and premiumof, if any, or interest and Additional premium and Special Interest, if any, on the outstanding Notes on the date of fixed maturity Stated Maturity or on the applicable redemption date, as the case may be, and the Issuers Company must specify whether the Notes are being defeased to the date of fixed maturity or to a particular redemption date; (b2) in the case of an election under Section 8.02 hereof, the Issuers shall have Company has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: that (1A) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (2B) since the date of this IndentureIssue 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 Holders of the outstanding Notes will shall not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will shall be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c3) in the case of an election under Section 8.03 hereof, the Issuers shall have Company has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default shall have has occurred and be is continuing on the date of such deposit (other than a Default or Event of Default resulting from or cured by the borrowing of funds to be applied to such deposit); (e5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, under any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (f6) the Issuers shall have delivered Company must deliver to the Trustee an Officers’ Officer's Certificate stating that the deposit was not made by the Issuers Company with the intent of preferring the Holders over any the other creditors of the Issuers or Company with the intent of defeating, hindering, delaying or defrauding creditors of the Issuers or othersCompany; and (g7) the Issuers shall have delivered Company must deliver to the Trustee an Officers’ Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with. (b) Upon the occurrence of a Legal Defeasance or a Covenant Defeasance, the Trustee shall send written notice of such Legal Defeasance or Covenant Defeasance to both the Collateral Trustee and the Company.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance: (a) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment banking firm, appraisal firm or firm of independent public accountants, to pay the principal of of, and interest, premium, if any, interest and Additional Interest, if any, on on, the outstanding Notes on the date of fixed maturity or on the applicable redemption date, as the case may be, and the Issuers must specify whether the Notes are being defeased to the date of fixed maturity or to a particular redemption date; (b) in the case of an election under Section 8.02 hereof, the Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: (1) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or (2) since the date of this IndentureInitial Issuance 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 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) in the case of an election under Section 8.03 hereof, the Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the incurrence of Indebtedness or other borrowing of funds to or the grant of Liens securing such Indebtedness or other borrowing, all or a portion of the proceeds of which will be applied to such depositdeposit pursuant to this Section 8.04); (e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (f) the Issuers shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders over any the other creditors of the Issuers or with the intent of defeating, hindering, delaying or defrauding creditors of the Issuers or others; and (g) the Issuers shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance: (a) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. United States dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of and premium, if anyof, interest and Additional Interestpremium, if any, on the outstanding Notes on the date of fixed stated maturity thereof or on the applicable redemption date, as the case may be, and the Issuers Company must specify whether the Notes are being defeased to the date of fixed maturity or to a particular redemption date; (b) in the case of an election under Section 8.02 hereof, the Issuers shall have Company has delivered to the Trustee an Opinion of Counsel confirming that: that (1A) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (2B) since the date of this Indenturehereof, 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 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) in the case of an election under Section 8.03 hereof, the Issuers shall have delivered Company must deliver to the Trustee an Opinion of Counsel confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (e) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Restricted Subsidiaries is a party or by which the Company or any of its Restricted Subsidiaries is bound; (f) the Issuers shall have delivered Company must deliver to the Trustee an Officers’ Officer’s Certificate stating that the deposit was not made by the Issuers Company with the intent of preferring the Holders over any the other creditors of the Issuers Company or with the intent of defeating, hindering, delaying or defrauding creditors of the Issuers Company or others; and (g) the Issuers shall have delivered Company must deliver to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, which opinion may be subject to customary assumptions and exclusions, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes: In order to exercise either Legal Defeasance or Covenant Defeasance: (a) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. United States dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of and of, premium, if any, and interest and Additional Interest, if any, on the outstanding Notes on the stated date of fixed maturity for payment thereof or on the applicable redemption date, as the case may be, and the Issuers Company must specify whether the Notes are being defeased to the date of fixed maturity or to a particular redemption date; (b) in the case of an election under Section 8.02 hereof, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: that (1A) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (2B) since the date 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 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) in the case of an election under Section 8.03 hereof, the Issuers Company shall have delivered 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 federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing incurrence of funds Indebtedness all or a portion of the proceeds of which will be used to be applied defease the Notes pursuant to this Article Eight concurrently with such incurrence) or insofar as Sections 6.01(g) or 6.01(h) hereof is concerned, at any time in the period ending on the 91st day after the date of deposit); (e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (f) the Issuers Company shall have delivered to the Trustee an Opinion of Counsel (which may be subject to customary exceptions) to the effect that assuming no intervening bankruptcy of the Company or any Guarantor between the date of deposit and the 91st day following the deposit and assuming no Holder is an “insider” of the Company under applicable Bankruptcy Law, 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; (g) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers Company with the intent of preferring the Holders over 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 (gh) the Issuers Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance under either Section 8.02 or 8.03 hereof: (a1) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay the principal of of, premium and premiumLiquidated Damages, if any, and interest and Additional Intereston, if any, on the outstanding Notes on the stated date of fixed maturity for payment thereof or on the applicable redemption date, as the case may be, and the Issuers Company must specify whether the Notes are being defeased to the such stated date of fixed maturity for payment or to a particular redemption date; (b2) in the case of an election under Section 8.02 hereof, the Issuers shall have delivered Company must deliver to the Trustee an Opinion of Counsel to the Trustee confirming that: (1A) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling; or (2B) since the date 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 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; (c3) in the case of an election under Section 8.03 hereof, the Issuers shall have delivered Company must deliver to the Trustee an Opinion of Counsel confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit)) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (e5) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (f6) the Issuers shall have delivered Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers Company with the intent of preferring the Holders of Notes over any the other creditors of the Issuers or Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers Company or others; and (g7) the Issuers shall have delivered Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.2 or 8.3 hereof to the outstanding Notes: In order to exercise either Legal Defeasance or Covenant Defeasance: (a) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in United States legal tender, U.S. dollars, non-callable Government SecuritiesObligations, or a combination thereof, in such amounts as will that shall be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of and of, premium, if any, and interest and Additional Interest, if any, on the outstanding Notes on the stated date of fixed maturity for payment thereof or on the applicable redemption dateRedemption Date, as the case may be, and the Issuers Trustee must specify whether have, for the Notes are being defeased to benefit of Holders of the date of fixed maturity or to Notes, a particular redemption datevalid, perfected exclusive security interest in such trust; (b) in the case of an election under Section 8.02 8.2 hereof, the Issuers shall have delivered must deliver to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: that (1A) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (2B) since the date 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 Holders of the outstanding Notes will shall not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will shall be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in the case of an election under Section 8.03 8.3 hereof, the Issuers shall have delivered must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee from United States legal counsel confirming that the Holders of the outstanding Notes will shall not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will shall be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) in the case of an election under Section 8.2 or 8.3 hereof, no Default or Event of Default shall have occurred and be continuing on the date of such the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit), and in the case of an election under Section 8.2 hereof, no Event of Default specified in Section 6.1(4) or (5) hereof shall have occurred at any time from the date of the deposit to the 91st calendar day thereafter (it being understood that this condition to Legal Defeasance may not be satisfied until such 91st calendar day after the date of deposit); (e) such Legal the Defeasance or Covenant Defeasance shall may not result in a breach or violation of, or constitute a default under, under any material agreement or instrument (other than this Indenture) to which the Company an Issuer or any of its the Subsidiaries is a party or by which the Company an Issuer or any of its the Subsidiaries is bound; (f) the Issuers shall have delivered must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders over to hinder, delay or defraud any other creditors of the Issuers or with the intent of defeating, hindering, delaying or defrauding creditors of the Issuers or othersIssuers’ creditors; and (g) the Issuers shall have delivered must deliver to the Trustee an Officers’ Certificate confirming the satisfaction of the conditions in clauses (a) through (f) above, and an Opinion of Counsel, each stating that all confirming the satisfaction of the conditions precedent provided for or relating in clauses (a) (with respect to the validity and perfection of the security interest), (b), (c) and (e) above. Legal Defeasance or the and Covenant Defeasance have been complied withshall be deemed to occur on the date all of the applicable conditions set forth in this Section 8.4 are satisfied.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance under either Section 8.02 or 8.03 hereof: (a1) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of of, or interest, Additional Amounts and premium, if any, interest and Additional Intereston, if any, on the outstanding Notes on the date of fixed maturity Stated Maturity thereof or on the applicable redemption dateRedemption Date, as the case may be, and the Issuers Company must specify whether the Notes are being defeased to the date of fixed maturity such Stated Maturity or to a particular redemption dateRedemption Date; (b2) in the case of an election under Section 8.02 hereof, the Issuers shall have delivered Company must deliver to the Trustee an Opinion of Counsel (or Opinions of Counsel) confirming that: (1A) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling; or (2B) 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 (or Opinions 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 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; and (C) that the Holders of the outstanding Notes of such series will not recognize income, gain or loss for Mexican federal income tax purposes as a result of such Legal Defeasance and will be subject to Mexican federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c3) in the case of an election under Section 8.03 hereof, the Issuers shall have delivered Company must deliver to the Trustee an Opinion of Counsel (or Opinions of Counsel) confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax or Mexican federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax and Mexican federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (edeposit or liens securing such borrowing) such Legal Defeasance or Covenant Defeasance shall and the deposit will not result in a breach or violation of, or constitute a default Default under, any other instrument to which the Company is a party or by which the Company is bound; (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a Default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (f6) the Issuers shall have delivered Company must deliver to the Trustee an Officers’ Officer’s Certificate stating that the deposit was not made by the Issuers Company with the intent of preferring the Holders of Notes over any the other creditors of the Issuers or Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers Company or others; and (g7) the Issuers shall have delivered Company must deliver to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance under either Section 8.02 or 8.03 hereof: (a1) the Issuers Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay the principal of and of, premium, if any, and interest and Additional Intereston, if any, on the outstanding Notes on the stated date of fixed maturity for payment thereof or on the applicable redemption date, as the case may be, and the Issuers Company must specify whether the Notes are being defeased to the such stated date of fixed maturity for payment or to a particular redemption date; (b2) in the case of an election under Section 8.02 hereof, the Issuers shall have delivered Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: (1A) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling; or (2B) since the date of this Supplemental 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 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; (c3) in the case of an election under Section 8.03 hereof, the Issuers shall have delivered Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default shall have occurred and be is 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 (and any similar concurrent deposit relating to other Indebtedness), and the granting of Liens to secure such borrowings); (e5) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this IndentureSupplemental Indenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which the Company or any of its Subsidiaries the Guarantors is a party or by which the Company or any of its Subsidiaries the Guarantors is bound; (f6) the Issuers shall have delivered Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers Company with the intent of preferring the Holders of Notes over any the other creditors of the Issuers or Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers Company or others; and (g7) the Issuers shall have delivered Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.