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 under either Section 8.02 or 8.03 hereof: (1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such Series, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient to pay the principal of, premium on, if any, and interest on, if any, the outstanding Securities of such Series on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Company must specify whether the Securities of such Series are being defeased to such stated date for payment or to a particular redemption date; (2) in the case of an election under Section 8.02 hereof, the Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or (B) since the date of this Indenture, there has been a change in the applicable 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 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; (3) in the case of an election under Section 8.03 hereof, the Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding 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; (4) no Default or Event of Default shall have occurred and 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); (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 and the agreements governing any other indebtedness being defeased, discharged or replaced) to which the Company or any of the Guarantors is a party or by which the Company or any of the Guarantors is bound; (6) the Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Securities of such Series over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (7) the Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.03 or 8.04 hereof to the outstanding Securities of any series. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereofDefeasance: (1a) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such SeriesHolders, cash in U.S. United States dollars, non-callable U.S. Government SecuritiesObligations, foreign government obligations, or a combination thereof, in such amounts as will be sufficient sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium on, if anypremium, and interest on, if any, on the outstanding Securities of such Series on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Company must specify whether the Securities of such Series are being defeased to such stated date for payment or to a particular redemption date; (2b) in the case of an election under Section 8.02 8.03 hereof, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (B) 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 Securities of such Series will not recognize income, gain 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; (3c) in the case of an election under Section 8.03 8.04 hereof, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities of such Series will not recognize income, gain 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 manner, and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4d) no Default or Event of Default shall have occurred and is 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 Securities pursuant to this Article 8 concurrently with such deposit (and incurrence) or insofar as Sections 6.01(4) or 6.01(5) hereof is concerned, at any similar concurrent deposit relating to other indebtedness), and time in the granting period ending on the 91st day after the date of liens to secure such borrowings)deposit; (5e) such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture and the agreements governing any other indebtedness being defeased, discharged or replacedIndenture) to which the Company or any of the Guarantors its Subsidiaries is a party or by which the Company or any of the Guarantors its Subsidiaries is bound; (6f) the Company must deliver shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Securities of such Series over the any other creditors of the Company or with the intent of defeating, hindering, delaying delaying, or defrauding any other creditors of the Company or othersCompany; and (7g) the Company must deliver 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 Securities of any series. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereofwith respect to the Securities of any series: (1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Securities of such Seriesseries, 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 sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, premium onand interest and Additional Amounts, if any, and interest onpremium, if any, on the outstanding Securities of such Series series on the stated date for payment thereof or on the applicable redemption dateRedemption Date, as the case may be, and the Company must specify whether the Securities of such Series series are being defeased to such stated date for payment or to a particular redemption dateRedemption Date; (2) in the case of an election under Section 8.02 hereofLegal Defeasance, the Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: : (Aa) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or or (Bb) 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 Securities of such Series series will 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 in 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 an election under Section 8.03 hereofCovenant Defeasance, the Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities of such Series will series 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 in the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default shall have has occurred and is be continuing with respect to the Securities of such series 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 borrowingsdeposit); (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 and the agreements governing any other indebtedness being defeased, discharged or replacedIndenture) to which the Company or any of the Guarantors its Subsidiaries is a party or by which the Company or any of the Guarantors its Subsidiaries is bound; (6) the Company must deliver to the Trustee an Officers’ Certificate stating that the such deposit was not made by the Company with the intent of preferring the Holders of Securities of such Series series over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (7) the Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof: (1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such Seriesthe Notes, cash in U.S. United States dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium onand Liquidated Damages, if any, and interest on, if any, on the outstanding Securities of such Series Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Company must specify whether the Securities of such Series Notes are being defeased to such stated date for payment maturity or to a particular redemption date; (2) in the case of an election under Section 8.02 hereof, the Company must deliver has delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or (B) since the date of this Indenture, there has been a change in the applicable 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 Securities of such Series 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; (3) in the case of an election under Section 8.03 hereof, the 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 Securities of such Series 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; (4) no Default or Event of Default shall have occurred and is 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 any similar concurrent deposit relating to other indebtedness), and the granting of liens to secure such borrowingsdeposit); (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 and the agreements governing any other indebtedness being defeased, discharged or replacedIndenture) to which the Company or any of the Guarantors its Subsidiaries is a party or by which the Company or any of the Guarantors its Subsidiaries is bound; (6) the Company must deliver to the Trustee an Officers’ ' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Securities of such Series Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others; and (7) the 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. In the event that the Company exercises its legal defeasance option or covenant defeasance option, each of the Guarantors will be released from all of its obligations with respect to its guarantee. The Company may exercise its legal defeasance option notwithstanding its prior exercise of the covenant defeasance option.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof8.03: (1) the Company Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such SeriesHolders, cash in U.S. United States dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest and premium onand Special Interest, if any, and interest on, if any, on the outstanding Securities of such Series Notes on the stated date for payment thereof Stated Maturity or on the applicable redemption date, as the case may be, and the Company Issuers must specify whether the Securities of such Series Notes are being defeased to such stated date for payment maturity or to a particular redemption date; (2) in the case of an election under Section 8.02 hereof8.02, the Company Issuers must deliver have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: (A) the Company has Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or (B) since the date of this IndentureClosing 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 Securities of such Series 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; (3) in the case of an election under Section 8.03 hereof8.03, the Company must deliver Issuers 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 Securities of such Series 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; (4) no Default or Event of Default shall have occurred and is 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 any similar concurrent deposit relating to other indebtedness), and the granting of liens to secure such borrowingsdeposit); (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 and the agreements governing any other indebtedness being defeased, discharged or replaced) to which the Company or any of the Guarantors its Subsidiaries is a party or by which the Company or any of the Guarantors its Subsidiaries is bound; (6) the Company Issuers must deliver to the Trustee an Officers’ Officer's Certificate stating that the deposit was not made by the Company Issuers with the intent of preferring the Holders of Securities of such Series Notes over the other creditors of the Company Issuers with the intent of defeating, hindering, delaying or defrauding any creditors of the Company Issuers or others; and (7) the Company Issuers 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 Defeasance under either Section 8.02 or 8.03 hereof: (1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such SeriesHolders, cash in U.S. United States dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium onand Special Interest, if any, and interest on, if any, on the outstanding Securities of such Series Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Company must specify whether the Securities of such Series Notes are being defeased to such stated date for payment maturity or to a particular redemption date; (2) in the case of an election under Section 8.02 hereof, the Company must deliver has delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or (B) since the date of this Indenture, there has been a change in the applicable 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 Securities of such Series 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; (3) in the case of an election under Section 8.03 hereof, the 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 Securities of such Series 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; (4) no Default or Event of Default shall have occurred and is 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 any similar concurrent deposit relating to other indebtedness), and the granting of liens to secure such borrowingsdeposit); (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 and the agreements governing any other indebtedness being defeased, discharged or replacedIndenture) to which the Company or any of the Guarantors its Restricted Subsidiaries is a party or by which the Company or any of the Guarantors its Restricted Subsidiaries is bound; (6) the Company must deliver to the Trustee an Officers’ ' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Securities of such Series Notes being defeased over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others; and (7) the 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 under either Section 8.02 or 8.03 hereof: (1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such SeriesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay the principal of, premium onand interest and premium, if any, and interest on, if any, on the outstanding Securities of such Series Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Company must specify whether the Securities of such Series Notes are being defeased to such stated date for payment or to a particular redemption date; (2) in the case of an election under Section 8.02 hereof, the Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: that (Aa) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (Bb) 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 Securities of such Series 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; (3) in the case of an election under Section 8.03 hereof, the Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities of such Series 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; (4) no Default or Event of Default shall have has occurred and 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 borrowingsdeposit); (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 and the agreements governing any other indebtedness being defeased, discharged or replacedIndenture) to which the Company or any of the its Guarantors (other than Parent) is a party or by which the Company or any of the its Guarantors (other than Parent) is bound; (6) the Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Securities of such Series Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (7) the Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof: (1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such SeriesHolders, cash in U.S. United States dollars, non-callable Government Securities, or a combination thereof, in such amounts as will shall be sufficient sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, premium onpremium, if any, and interest on, if any, on the outstanding Securities of such Series Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Company must specify whether the Securities of such Series Notes are being defeased to such stated date for payment maturity or to a particular redemption date; (2) in the case of an election under Section 8.02 hereof, the Company must deliver has delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or (B) since the date of this Indenture, there has been a change in the applicable 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 Securities of such Series will Notes 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; (3) in the case of an election under Section 8.03 hereof, the 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 Securities of such Series will Notes 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; (4) no Default or Event of Default shall have occurred and is 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 any similar concurrent deposit relating to other indebtedness), and the granting of liens to secure such borrowingsdeposit); (5) such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture and the agreements governing any other indebtedness being defeased, discharged or replacedIndenture) to which the Company or any of the Guarantors its Subsidiaries is a party or by which the Company or any of the Guarantors its Subsidiaries is bound; (6) the Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Securities of such Series over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (7) the Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereofDefeasance: (1a) the Company Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such SeriesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal ofof and premium, premium oninterest and Additional Interest, if any, and interest on, if any, on the outstanding Securities of such Series Notes on the stated date for payment thereof of fixed maturity or on the applicable redemption date, as the case may be, and the Company Issuers must specify whether the Securities of such Series Notes are being defeased to such stated the date for payment of fixed maturity or to a particular redemption date; (2b) in the case of an election under Section 8.02 hereof, the Company must deliver Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: (A1) the Company has Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or (B2) 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 Securities of such Series 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; (3c) in the case of an election under Section 8.03 hereof, the Company must deliver Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities of such Series 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; (4d) no Default or Event of Default shall have occurred and is be 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 deposit incurrence or within 30 days thereof) or insofar as Events of Default described in clause (and i) or (j) of Section 6.01 are concerned, at any similar concurrent deposit relating to other indebtedness), and time in the granting period ending on the 91st day after the day of liens to secure such borrowings)deposit; (5e) such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture and the agreements governing any other indebtedness being defeased, discharged or replacedIndenture) to which the Company or any of the Guarantors its Subsidiaries is a party or by which the Company or any of the Guarantors its Subsidiaries is bound; (6f) the Company must deliver Issuers shall have delivered to the Trustee an Opinion of Counsel (which may be based on such solvency certificates or solvency opinions as counsel deems necessary or appropriate) 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 Issuers shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company Issuers with the intent of preferring the Holders of Securities of such Series over the any other creditors of the Company Issuers or with the intent of defeating, hindering, delaying or defrauding any creditors of the Company Issuers or others; and (7h) the Company must deliver 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 Securities of any series. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereofwith respect to the Securities of any series: (1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Securities of such Seriesseries, 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 sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, premium onand interest and Additional Amounts, if any, and interest onpremium, if any, on the outstanding Securities of such Series series on the stated date for payment thereof or on the applicable redemption dateRedemption Date, as the case may be, and the Company must specify whether the Securities of such Series series are being defeased to such stated date for payment or to a particular redemption date;Redemption Date (2) in the case of an election under Section 8.02 hereofLegal Defeasance, the Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: : (Aa) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or or (Bb) 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 Securities of such Series series will 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 in 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 an election under Section 8.03 hereofCovenant Defeasance, the Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities of such Series will series 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 in the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default shall have has occurred and is be continuing with respect to the Securities of such series 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 borrowingsdeposit); (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 and the agreements governing any other indebtedness being defeased, discharged or replacedIndenture) to which the Company or any of the Guarantors its Subsidiaries is a party or by which the Company or any of the Guarantors its Subsidiaries is bound; (6) the Company must deliver to the Trustee an Officers’ Certificate stating that the such deposit was not made by the Company with the intent of preferring the Holders of Securities of such Series series over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (7) the Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

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 under either Section 8.02 or 8.03 hereofDefeasance: (1a) the Company Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such SeriesHolders, cash in U.S. United States dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient sufficient, in the opinion of a nationally recognized firm of independent public accountants or investment bankers, to pay the principal of, premium onand Liquidated Damages, if any, and interest on, if any, on the outstanding Securities of such Series Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Company must specify whether the Securities of such Series are being defeased to such stated date for payment or to a particular redemption date; (2b) in the case of an election under Section 8.02 hereof, the Company must deliver Issuers shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: that (A) the Company Issuers has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (B) 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 Securities of such Series 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; (3c) in the case of an election under Section 8.03 hereof, the Company must deliver 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 Securities of such Series 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; (4d) no Default or Event of Default shall have occurred and is 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 deposit (and incurrence) or insofar as Sections 6.01(g) or 6.01(h) hereof is concerned, at any similar concurrent deposit relating to other indebtedness), and time in the granting period ending on the 91st day after the date of liens to secure such borrowings)deposit; (5e) such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture and the agreements governing any other indebtedness being defeased, discharged or replacedIndenture) to which the Company Issuers or any of the Guarantors its Subsidiaries is a party or by which the Company Issuers or any of the Guarantors its Subsidiaries is bound; (6f) the Company must deliver Issuers 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 Issuers shall have delivered to the Trustee an Officers’ ' Certificate stating that the deposit was not made by the Company Issuers with the intent of preferring the Holders of Securities of such Series over the any other creditors of the Company Issuers or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or othersIssuers; and (7h) the Company must deliver 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 The following shall be the conditions to exercise either Legal Defeasance or Covenant Defeasance under the application of either Section 8.02 or 8.03 hereofhereof to the outstanding Notes: (1i) the Company must irrevocably deposit deposit, with the Trustee, in trust, for the benefit of the Holders of Securities of such SeriesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, or interest and premium onand Liquidated Damages, if any, and interest on, if any, on the outstanding Securities of such Series Notes on the stated date for payment maturity thereof or on the applicable redemption date, as the case may be, and the Company must specify whether the Securities of such Series Notes are being defeased to such stated date for payment maturity or to a particular redemption date; (2ii) in the case of an election under Section 8.02 hereofLegal Defeasance, the Company must deliver to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or , or (B) 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 Securities of such Series 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; (3iii) in the case of an election under Section 8.03 hereofCovenant Defeasance, the 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 Securities of such Series 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; (4iv) no Default or Event of Default shall have occurred and is 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 deposit) or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any similar concurrent deposit relating to other indebtedness), and time in the granting period ending on the 91st day after the date of liens to secure such borrowings)deposit; (5v) 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 and but in any event including the agreements governing any other indebtedness being defeased, discharged or replacedCredit Agreement) to which the Company or any of the Guarantors its Subsidiaries is a party or by which the Company or any of the Guarantors its Subsidiaries is bound; (6vi) the Company must deliver to the Trustee an Opinion of Counsel in the United States 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 and remedies generally; (vii) the Company must deliver to the Trustee an Officers’ ' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Securities of such Series the Notes over the other creditors of the Company Company, or with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (7viii) the Company must deliver to the Trustee an Officers’ ' Certificate and an Opinion of CounselCounsel in the United States, 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 The following shall be the conditions to exercise either Legal Defeasance or Covenant Defeasance under the application of either Section 8.02 or 8.03 hereofto the outstanding Notes: (1a) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such SeriesHolders, cash in U.S. United States dollars, non-callable Government Securities, or a combination thereof, in such amounts as will shall be sufficient sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium onpremium, if any, and Liquidated Damages, if any, and interest on, if any, on the outstanding Securities of such Series Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, be and the Company must shall specify whether the Securities of such Series Notes are being defeased to such stated date for payment maturity or to a particular redemption date; (2b) in the case of an election under Section 8.02 hereof8.02, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (B) 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 Securities of such Series will Notes 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; (3c) in the case of an election under Section 8.03 hereof8.03, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities of such Series will Notes 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; (4d) no Default or Event of Default shall have occurred and is 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 shall be used to be applied defease the Notes pursuant to this Article 8 concurrently with such deposit (and incurrence) or insofar as Sections 6.01(vii) or 6.01(viii) is concerned, at any similar concurrent deposit relating to other indebtedness), and time in the granting period ending on the 91st day after the date of liens to secure such borrowings)deposit; (5e) such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture and the agreements governing any other indebtedness being defeased, discharged or replacedIndenture) to which the Company or any of the Guarantors its Subsidiaries is a party or by which the Company or any of the Guarantors its Subsidiaries is bound; (6f) the Company must deliver shall have delivered to the Trustee an Opinion of Counsel to the effect that on 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 Company with the intent of preferring the Holders of Securities of such Series over the any other creditors of the Company or any Guarantor or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or othersany Guarantor; and (7h) the Company must deliver 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 under either Section 8.02 or 8.03 hereof: (1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such Series, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient to pay the principal of, premium on, if any, and interest on, if any, the outstanding Securities of such Series on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Company must specify whether the Securities of such Series are being defeased to such stated date for payment or to a particular redemption date; (2) in the case of an election under Section 8.02 hereof, the Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or (B) since the date of this Indenture, there has been a change in the applicable 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 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; (3) in the case of an election under Section 8.03 hereof, the Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding 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; (4) no Default or Event of Default shall have occurred and 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); (5) such Legal Defeasance or Covenant Defeasance Defeasance, as the case may be, will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture and the agreements governing any other indebtedness being defeased, discharged or replaced) to which the Company or any of the Guarantors is a party or by which the Company or any of the Guarantors is bound; (6) the Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Securities of such Series over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (7) the Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent 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 Defeasance under either Section 8.02 or 8.03 hereofDefeasance: (1a) the Company Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such SeriesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal ofof and premium, premium oninterest and Additional Interest, if any, and interest on, if any, on the outstanding Securities of such Series Notes on the stated date for payment thereof of fixed maturity or on the applicable redemption date, as the case may be, and the Company Issuers must specify whether the Securities of such Series Notes are being defeased to such stated the date for payment of fixed maturity or to a particular redemption date; (2b) in the case of an election under Section 8.02 hereof, the Company must deliver Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: (A1) the Company has Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or (B2) 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 Securities of such Series 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; (3c) in the case of an election under Section 8.03 hereof, the Company must deliver Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities of such Series 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; (4d) no Default or Event of Default shall have occurred and is be 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 deposit (and any similar concurrent deposit relating to other indebtedness), and the granting of liens to secure such borrowingsincurrence or within 30 days thereof); (5e) such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture and the agreements governing any other indebtedness Indebtedness being defeased, discharged or replaced) to which the Company or any of the Guarantors its Subsidiaries is a party or by which the Company or any of the Guarantors its Subsidiaries is bound; (6f) the Company must deliver Issuers shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company Issuers with the intent of preferring the Holders of Securities of such Series over the any other creditors of the Company Issuers or with the intent of defeating, hindering, delaying or defrauding any creditors of the Company Issuers or others; and (7g) the Company must deliver 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 under either Section 8.02 or 8.03 hereof: (1) the Company Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such SeriesHolders, cash in U.S. United States dollars, non-callable Government SecuritiesU.S. government or U.S. government agency notes or bonds(or depositary receipts representing these notes or bonds), or a any combination thereof, in such amounts as will be sufficient sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium onand Additional Interest, if any, and interest on, if any, on the outstanding Securities of such Series Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Company must specify whether the Securities of such Series are being defeased to such stated date for payment or to a particular redemption date; (2) in the case of an election under Section 8.02 hereof, the Company must deliver Issuers have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: (A) the Company has Issuers have received from, or there has been published by, the Internal Revenue Service IRS a ruling; or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Securities of such Series 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; (3) in the case of an election under Section 8.03 hereof, the Company Issuers 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 Securities of such Series 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; (4) no Default or Event of Default shall have occurred and is 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 any similar concurrent deposit relating to other indebtedness), and the granting of liens to secure such borrowingsdeposit); (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 and the agreements governing any other indebtedness being defeased, discharged or replacedIndenture) to which the Company Ventas, Inc. or any of the Guarantors its Restricted Subsidiaries is a party or by which the Company Ventas, Inc. or any of the Guarantors its Restricted Subsidiaries is bound; (6) the Company Issuers must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company Issuers with the intent of preferring the Holders of Securities of such Series Notes over the other creditors of the Company Issuers with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company Issuers or others; and (7) the Company Issuers 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 under either Section 8.02 or 8.03 hereof: (1) the Company Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such SeriesHolders, cash in U.S. United States dollars, non-callable Government SecuritiesU.S. government or U.S. government agency notes or bonds(or depositary receipts representing these notes or bonds), or a any combination thereof, in such amounts as will be sufficient sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium onand Liquidated Damages, if any, and interest on, if any, on the outstanding Securities of such Series Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Company must specify whether the Securities of such Series are being defeased to such stated date for payment or to a particular redemption date; (2) in the case of an election under Section 8.02 hereof, the Company must deliver Issuers have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: (Aa) the Company has Issuers have received from, or there has been published by, the Internal Revenue Service IRS a ruling; or (Bb) 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 Securities of such Series 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; (3) in the case of an election under Section 8.03 hereof, the Company Issuers 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 Securities of such Series 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; (4) no Default or Event of Default shall have occurred and is 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 any similar concurrent deposit relating to other indebtedness), and the granting of liens to secure such borrowingsdeposit); (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 and the agreements governing any other indebtedness being defeased, discharged or replacedIndenture) to which the Company Ventas, Inc. or any of the Guarantors its Restricted Subsidiaries is a party or by which the Company Ventas, Inc. or any of the Guarantors its Restricted Subsidiaries is bound; (6) the Company Issuers must deliver to the Trustee an Officers’ ' Certificate stating that the deposit was not made by the Company Issuers with the intent of preferring the Holders of Securities of such Series Notes over the other creditors of the Company Issuers with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company Issuers or others; and (7) the Company Issuers 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 8.03 or 8.04 hereof to the outstanding Securities of any series. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereofDefeasance: (1a) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such SeriesHolders, cash in U.S. dollars, non-callable U.S. Government SecuritiesObligations, foreign government obligations, or a combination thereof, in such amounts as will be sufficient sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium on, if anypremium, and interest on, if any, on the outstanding Securities of such Series on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Company must specify whether the Securities of such Series are being defeased to such stated date for payment or to a particular redemption date; (2b) in the case of an election under Section 8.02 8.03 hereof, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: : (Ai) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or or (Bii) 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 Securities of such Series will not recognize income, gain 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; (3c) in the case of an election under Section 8.03 8.04 hereof, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities of such Series will not recognize income, gain 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 manner, and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4d) no Default or Event of Default shall have occurred and is 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 Securities pursuant to this Article 8 concurrently with such deposit (and incurrence) or insofar as Sections 6.01(4) or 6.01(5) hereof is concerned, at any similar concurrent deposit relating to other indebtedness), and time in the granting period ending on the 91st day after the date of liens to secure such borrowings)deposit; (5e) such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture and the agreements governing any other indebtedness being defeased, discharged or replacedIndenture) to which the Company or any of the Guarantors its Subsidiaries is a party or by which the Company or any of the Guarantors its Subsidiaries is bound; (6f) the Company must deliver shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Securities of such Series over the any other creditors of the Company or with the intent of defeating, hindering, delaying delaying, or defrauding any other creditors of the Company or othersCompany; and (7g) the Company must deliver 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 (a) The following shall be the conditions to exercise either Legal Defeasance or Covenant Defeasance under the application of either Section 8.02 or 8.03 hereofto the outstanding Notes: (1i) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such Seriesthe Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, or interest and premium onand Liquidated Damages, if any, and interest on, if any, on the outstanding Securities of such Series Notes on the stated date for payment thereof Stated Maturity or on the applicable redemption date, as the case may be, and the Company must specify whether the Securities of such Series Notes are being defeased to such stated date for payment maturity or to a particular redemption date; (2ii) in the case of an election under Section 8.02 hereofLegal Defeasance, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: that (Aa) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (Bb) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case case, to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Securities of such Series 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; (3iii) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities of such Series 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; (4iv) no Default or Event of Default shall have occurred and is be continuing on the date of such deposit (other than a Default or Event of Default resulting from from, or arising in connection with, 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 borrowingsdeposit); (5v) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, under any material agreement or instrument (other than this Indenture and the agreements governing any other indebtedness being defeased, discharged or replaced) to which the Company or any of the Guarantors its Subsidiaries is a party or by which the Company or any of the Guarantors its Subsidiaries is bound, including the Credit Agreement; (6vi) the Company must deliver to the Trustee an Officers’ ' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Securities of such Series Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; (vii) 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 (7viii) the Company must deliver to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereofDefeasance: (1a) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such SeriesHolders, cash in U.S. United States dollars, non-callable U.S. Government SecuritiesObligations, or a combination thereof, in such amounts as will be sufficient sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal ofof and interest, premium onpremium, if any, and interest onLiquidated Damages, if any, on the outstanding Securities of such Series Notes on the stated date for payment maturity thereof or on the applicable redemption date, as the case may be, and the Company must specify whether the Securities of such Series Notes are being defeased to such stated date for payment maturity or to a particular redemption date; (2b) in the case of an election under Section 8.02 hereof, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (B) 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 Securities of such Series 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; (3c) in the case of an election under Section 8.03 hereof, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities of such Series 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; (4d) no Default or Event of Default shall have occurred and is 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 deposit (and any similar concurrent deposit relating to other indebtedness), and the granting of liens to secure such borrowingsincurrence or within 30 days thereof); (5e) such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture and the agreements governing any other indebtedness being defeased, discharged or replacedIndenture) to which the Company or any of the Guarantors its Restricted Subsidiaries is a party or by which the Company or any of the Guarantors its Restricted Subsidiaries is bound; (6f) the Company must deliver shall have delivered to the Trustee an Officers’ Opinion of Counsel (which may be based on such solvency certificates or solvency opinions as counsel deems necessary or appropriate) to the effect that 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 Officer's Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Securities of such Series over the any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (7h) the Company must deliver 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 Defeasance under either Section 8.02 or 8.03 hereofDefeasance: (1a) the Company Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such SeriesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium onof and premium, if any, interest and interest onAdditional Interest, if any, on the outstanding Securities of such Series Notes on the stated date for payment thereof of fixed maturity or on the applicable redemption date, as the case may be, and the Company Issuers must specify whether the Securities of such Series Notes are being defeased to such stated the date for payment of fixed maturity or to a particular redemption date; (2b) in the case of an election under Section 8.02 hereof, the Company must deliver Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: (A1) the Company has Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or (B2) 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 Securities of such Series 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; (3c) in the case of an election under Section 8.03 hereof, the Company must deliver Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities of such Series 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; (4d) no Default or Event of Default shall have occurred and is 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 any similar concurrent deposit relating to other indebtedness), and the granting of liens to secure such borrowingsdeposit); (5e) such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture and the agreements governing any other indebtedness being defeased, discharged or replacedIndenture) to which the Company or any of the Guarantors its Subsidiaries is a party or by which the Company or any of the Guarantors its Subsidiaries is bound; (6f) the Company must deliver Issuers shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company Issuers with the intent of preferring the Holders of Securities of such Series over the any other creditors of the Company Issuers or with the intent of defeating, hindering, delaying or defrauding any creditors of the Company Issuers or others; and (7g) the Company must deliver 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 under either Section 8.02 or 8.03 hereof: (1a) the Company Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such SeriesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium onpremium, if any, on, and interest on, if any, the outstanding Securities of such Series Notes on the stated date for payment thereof of fixed maturity or on the applicable redemption date, as the case may be, and the Company Issuers must specify whether the Securities of such Series Notes are being defeased to such stated the date for payment of fixed maturity or to a particular redemption date; (2b) in the case of an election under Section 8.02 hereof, the Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: (A1) the Company has Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or (B2) 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 Securities of such Series 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; (3c) in the case of an election under Section 8.03 hereof, the Company Issuers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities of such Series 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; (4d) no Default or Event of Default shall have has occurred and 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 borrowingsIndebtedness); (5e) 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 and the agreements governing any other indebtedness Indebtedness being defeased, discharged or replaced) to which the Company or any of the Guarantors its Subsidiaries is a party or by which the Company or any of the Guarantors its Subsidiaries is bound; (6f) the Company Issuers must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company Issuers with the intent of preferring the Holders of Securities of such Series the Notes over the other creditors of the Company Issuers with the intent of defeating, hindering, delaying or defrauding any creditors of the Company Issuers or others; and (7g) the Company Issuers must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied withsatisfied.

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 under either Section 8.02 or 8.03 hereofDefeasance: (1a) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such SeriesHolders, 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 sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium onpremium, if any, and interest on, if any, on the outstanding Securities of such Series Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Company Trustee must specify whether have, for the Securities benefit of Holders of the Notes, a valid, perfected exclusive security interest in such Series are being defeased to such stated date for payment or to a particular redemption datetrust; (2b) in the case of an election under Section 8.02 8.2 hereof, the Company must deliver to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: : (A) the Company has received from, or there has been published by, the Internal Revenue Service Service, a ruling; or ruling or (B) 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 Securities of such Series will Notes 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; (3c) in the case of an election under Section 8.03 8.3 hereof, the 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 Securities of such Series will Notes 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; (4d) in the case of an election under Section 8.2 or 8.3 hereof, (x) no Default or Event of Default shall have occurred and is be continuing on the date of such deposit the deposit, and (other than a Default or y) in the case of Legal Defeasance no Event of Default resulting specified in Section 6.1(4) or 6.1(5) hereof shall have occurred at any time from the borrowing date of funds the deposit to be applied to such deposit (and any similar concurrent deposit relating to other indebtedness), and the granting of liens to secure such borrowings)91st calendar day thereafter; (5e) such Legal the Defeasance or Covenant Defeasance will may not result in a breach or violation of, or constitute a default under, under this Indenture or any other material agreement or instrument (other than this Indenture and the agreements governing any other indebtedness being defeased, discharged or replaced) to which the Company Company, the Parent or any of the Guarantors is their respective Subsidiaries are a party or by which the Company Company, the Parent or any of the Guarantors is their Subsidiaries are bound; (6f) the Company must deliver to the Trustee an Officers’ ' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Securities of such Series over the to hinder, delay or defraud any other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or othersCompany's creditors; and (7g) the Company 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 relating in clauses (a) (with respect to the validity and perfection of the security interest), (b), (c) and (e). Legal Defeasance or the and Covenant Defeasance have been complied withshall be deemed effective on the earlier of (i) the 91st day after the deposit and (ii) the day 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 Defeasance under either Section 8.02 or 8.03 hereofDefeasance: (1a) the Company Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such SeriesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal ofof and premium, premium oninterest and Additional Interest, if any, and interest on, if any, on the outstanding Securities of such Series Notes on the stated date for payment thereof of fixed maturity or on the applicable redemption date, as the case may be, and the Company Issuers must specify whether the Securities of such Series Notes are being defeased to such stated the date for payment of fixed maturity or to a particular redemption date; (2b) in the case of an election under Section 8.02 hereof, the Company must deliver Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: (A1) the Company has Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or (B2) 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 Securities of such Series 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; (3c) in the case of an election under Section 8.03 hereof, the Company must deliver Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities of such Series 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; (4d) no Default or Event of Default shall have occurred and is be 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 deposit (and any similar concurrent deposit relating to other indebtedness), and the granting of liens to secure such borrowingsincurrence or within 30 days thereof); (5e) such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture and the agreements governing any other indebtedness being defeased, discharged or replacedIndenture) to which the Company or any of the Guarantors its Subsidiaries is a party or by which the Company or any of the Guarantors its Subsidiaries is bound; (6f) the Company must deliver Issuers shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company Issuers with the intent of preferring the Holders of Securities of such Series over the any other creditors of the Company Issuers or with the intent of defeating, hindering, delaying or defrauding any creditors of the Company Issuers or others; and (7g) the Company must deliver 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 under either Section 8.02 or 8.03 hereof: (1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such SeriesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium onpremium, if any, and interest onand Liquidated Damages, if any, on the outstanding Securities of such Series Notes on the stated date for payment thereof maturity or on the applicable redemption date, as the case may be, and the Company must specify whether the Securities of such Series Notes are being defeased to such stated date for payment maturity or to a particular redemption date; (2) in the case of an election under Section 8.02 hereof, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; , or (B) since the date of this Indenture, there has been a change in the applicable 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 Securities of such Series 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; (3) in the case of an election under Section 8.03 hereof, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities of such Series 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; (4) no Default or Event of Default shall have occurred and is 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 deposit); or (and B) insofar as Events of Default from bankruptcy or insolvency events are concerned, at any similar concurrent deposit relating to other indebtedness), and time in the granting period ending on the 91st day after the date of liens to secure such borrowings)deposit; (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, under any material agreement or instrument (other than this Indenture and the agreements governing any other indebtedness being defeased, discharged or replacedIndenture) to which the Company or any of the Guarantors its Restricted Subsidiaries is a party or by which the Company or any of the Guarantors its Restricted Subsidiaries is bound; (6) the Company must 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 Law; (7) the Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Securities of such Series Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (7) 8) the Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof: (1) the Company Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such SeriesHolders, cash in U.S. United States dollars, non-callable Government SecuritiesU.S. government or U.S. government agency notes or bonds(or depositary receipts representing these notes or bonds), or a any combination thereof, in such amounts as will be sufficient sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium onand Liquidated Damages, if any, and interest on, if any, on the outstanding Securities of such Series Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Company must specify whether the Securities of such Series are being defeased to such stated date for payment or to a particular redemption date; (2) in the case of an election under Section 8.02 hereof, the Company must deliver Issuers have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: (A) the Company has Issuers have received from, or there has been published by, the Internal Revenue Service IRS a ruling; or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Securities of such Series 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; (3) in the case of an election under Section 8.03 hereof, the Company Issuers 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 Securities of such Series 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; (4) no Default or Event of Default shall have occurred and is 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 any similar concurrent deposit relating to other indebtedness), and the granting of liens to secure such borrowingsdeposit); (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 and the agreements governing any other indebtedness being defeased, discharged or replacedIndenture) to which the Company Ventas, Inc. or any of the Guarantors its Restricted Subsidiaries is a party or by which the Company Ventas, Inc. or any of the Guarantors its Restricted Subsidiaries is bound; (6) the Company Issuers must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company Issuers with the intent of preferring the Holders of Securities of such Series Notes over the other creditors of the Company Issuers with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company Issuers or others; and (7) the Company Issuers 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 The following shall be the conditions to exercise either Legal Defeasance or Covenant Defeasance under the application of either Section 8.02 or 8.03 hereofhereof to the Outstanding Notes: (1) the Company Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such SeriesHolders, cash in U.S. dollarseuros, non-callable European Government SecuritiesObligations, or a combination thereof, in such amounts as will be sufficient sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium onand interest and Additional Interest, if any, and interest on, if any, on the outstanding Securities of such Series Outstanding Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Company Issuer must specify whether the Securities of such Series Notes are being defeased to such stated date for payment maturity or to a particular redemption date; (2) in the case of an election under Section 8.02 hereof, the Company must deliver Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: that (Ai) the Company Issuer has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (Bii) 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 thereon, such Opinion of Counsel shall confirm that, the Holders of the outstanding Securities of such Series 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; (3) in the case of an election under Section 8.03 hereof, the Company must deliver Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities of such Series 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; (4) no Default or Event of Default shall have occurred and is 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 any similar concurrent deposit relating to other indebtedness), and the granting of liens to secure such borrowingsdeposit); (5) such Legal Defeasance under either Section 8.02 or Covenant Defeasance will Section 8.03 hereof shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture and the agreements governing or any other indebtedness being defeased, discharged material agreement or replaced) instrument to which the Company Parent Guarantor or any of the Guarantors is its Restricted Subsidiaries are a party or by which the Company Parent Guarantor or any of the Guarantors its Restricted Subsidiaries is bound; (6) the Company Issuer must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company Issuer with the intent of preferring the Holders of Securities of such Series Notes over the other creditors of the Company Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Company Issuer or others; (7) if the Notes are to be redeemed prior to their Stated Maturity, the Issuer must deliver to the Trustee irrevocable instructions to redeem all of the Notes on the specified redemption date; and (7) 8) the Company Issuer must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order The following shall be the conditions to exercise either Legal Defeasance or Covenant Defeasance under the application of either Section 8.02 or 8.03 hereofhereof to the outstanding Notes: (1a) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such Seriesthe Notes, cash in U.S. United States dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, or interest, premium onand Liquidated Damages, if any, and interest on, if any, on the outstanding Securities of such Series Notes on the stated date for payment thereof maturity or on the applicable redemption date, as the case may be, and the Company must specify whether the Securities of such Series Notes are being defeased to such stated date for payment maturity or to a particular redemption date; (2b) in the case of an election under Section 8.02 hereof, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: that (Ai) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (Bii) 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 thereon, such Opinion of Counsel shall confirm that, the Holders of the outstanding Securities of such Series 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; (3c) in the case of an election under Section 8.03 hereof, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities of such Series Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be 72 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; (4d) no Default or Event of Default shall have occurred and is continuing either (i) on the date of such deposit or (other than a Default or Event ii) insofar as Sections 6.01(9) and (10) hereof are concerned, at any time in the period ending on the 91st day after the date 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)deposit; (5e) such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture and the agreements governing any other indebtedness being defeased, discharged or replaced) to which the Company or any of the Guarantors is its Subsidiaries are a party or by which the Company or any of the Guarantors is its Subsidiaries are bound; (6f) the Company must 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 must deliver to the Trustee an Officers’ ' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Securities of such Series Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (7h) the Company must deliver to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof: (1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such SeriesHolders, cash in U.S. United States dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium onand Liquidated Damages, if any, and interest on, if any, on the outstanding Securities of such Series Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Company must specify whether the Securities of such Series Notes are being defeased to such stated date for payment maturity or to a particular redemption date; (2) in the case of an election under Section 8.02 hereof, the Company must deliver has delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or (B) since the date of this Indenture, there has been a change in the applicable 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 Securities of such Series 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; (3) in the case of an election under Section 8.03 hereof, the 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 Securities of such Series 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; (4) no Default or Event of Default shall have occurred and is 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 any similar concurrent deposit relating to other indebtedness), and the granting of liens to secure such borrowings)after giving effect thereto; (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 and the agreements governing any other indebtedness being defeased, discharged or replacedIndenture) to which the Company or any of the Guarantors its Subsidiaries is a party or by which the Company or any of the Guarantors its Subsidiaries is bound; (6) the Company must deliver to the Trustee an Officers’ ' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Securities of such Series Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others; and (7) the 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 under either Section 8.02 or 8.03 hereofDefeasance: (1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such Seriesthe Notes being defeased, cash in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination thereofof cash in U.S. dollars and non-callable U.S. Government Obligations (“Funds in Trust”), in such amounts as will be sufficient to pay the principal of, or interest and premium on, if any, and interest on, if any, the outstanding Securities of such Series Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Company must specify whether the Securities of such Series Notes are being defeased to such stated date for payment or to a particular redemption date; (2) in the case of an election under Section 8.02 hereofLegal Defeasance, the Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: that (Aa) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (Bb) 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 Securities of such Series Notes being defeased 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; (3) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities of such Series Notes being defeased 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; (4) no Default or Event of Default shall have has occurred and 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 borrowingsFunds in Trust); (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 and the agreements governing any other indebtedness being defeased, discharged or replacedIndenture) to which the Company or any of the Guarantors its Subsidiaries (other than Non-Recourse Subsidiaries) is a party or by which the Company or any of the Guarantors its Subsidiaries (other than Non-Recourse Subsidiaries) is bound; (6) the Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Securities of such Series the Notes being defeased over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (7) the Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance Defeasance, as applicable, have been complied withsatisfied.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof: (1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such SeriesHolders, cash in U.S. United States dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium onand Liquidated Damages, if any, and interest on, if any, on the outstanding Securities of such Series Notes on the stated maturity date for payment thereof or on the applicable redemption date, as the case may be, and the Company must specify whether the Securities of such Series Notes are being defeased to such stated date for payment maturity or to a particular redemption date; (2) in the case of an election under Section 8.02 hereof, the Company must deliver has delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or (B) since the date of this Indenture, there has been a change in the applicable 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 Securities of such Series 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; (3) in the case of an election under Section 8.03 hereof, the 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 Securities of such Series 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; (4) no Default or Event of Default shall have occurred and is 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 any similar concurrent deposit relating to other indebtedness), and the granting of liens to secure such borrowingsdeposit); (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 and the agreements governing any other indebtedness being defeased, discharged or replacedIndenture) to which the Company or any of the Guarantors its Subsidiaries is a party or by which the Company or any of the Guarantors its Subsidiaries is bound; (6) the Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Securities of such Series over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (7) the Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof: (1) the Company Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such SeriesHolders, cash in U.S. United States dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, premium onor interest and premium, if any, and interest on, if any, on the outstanding Securities of such Series Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, be and the Company Issuers must specify whether the Securities of such Series Notes are being defeased to such stated date for payment maturity or to a particular redemption date; (2) in the case of an election under Section 8.02 hereof, the Company must deliver Issuers have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: (A) the Company has Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or (B) 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 Securities of such Series 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; (3) in the case of an election under Section 8.03 hereof, the Company must deliver Issuers 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 Securities of such Series 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; (4) no Default or Event of Default shall have occurred and is 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 any similar concurrent deposit relating to other indebtedness), and the granting of liens to secure such borrowingsdeposit); (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 and or the agreements governing any other indebtedness being defeased, discharged or replacedSecurity Documents) to which the Company or any of the Guarantors its Subsidiaries is a party or by which the Company or any of the Guarantors its Subsidiaries is bound; (6) the Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Securities of such Series over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (7) the Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof: (1a) the Company Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such SeriesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination thereofof cash in U.S. dollars and Government Securities, in such amounts as will shall be sufficient sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium onor interest and premium, if any, and interest on, if any, on the outstanding Securities of such Series Notes on the stated date for payment thereof maturity or on the applicable redemption date, as the case may be, and the Company Issuers must specify whether the Securities of such Series Notes are being defeased to such stated date for payment maturity or to a particular redemption date; (2b) in the case of an election under Section 8.02 hereof, the Company must deliver Issuers have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: that (A1) the Company has Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (B2) 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 Securities of such Series will Notes 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; (3c) in the case of an election under Section 8.03 hereof, the Company must deliver Issuers have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities of such Series will Notes 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; (4d) no Default or Event of Default shall have has occurred and is continuing either: (1) 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 indebtednessdeposit), and or (2) in the granting case of liens to secure such borrowings)Legal Defeasance, insofar as Events of Default of the type specified in Section 6.01(l) or Section 6.01(m) are concerned, at any time in the period ending on the 91st day after the date of deposit; (5e) such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default under, under any material agreement or instrument (other than this Indenture and the agreements governing any other indebtedness being defeased, discharged or replacedIndenture) to which the Company either Issuer, any Restricted Entity, any Restricted Subsidiary of Xxxx Las Vegas or any of Restricted Entity, any Guarantor or the Guarantors Parent Guarantor is a party or by which the Company or any of the Guarantors such Person is bound; (6f) 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, any Guarantor or the Parent 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 not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; (g) the Company Issuers must deliver to the Trustee an Officers’ ' Certificate stating that the deposit was not made by the Company Issuers with the intent of preferring the Holders of Securities of such Series Notes over the other creditors of the Company Issuers with the intent of defeating, hindering, delaying or defrauding any creditors of the Company Issuers or others; and (7h) the Company Issuers must deliver to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof: (1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such SeriesHolders, cash in U.S. United States dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium onand Liquidated Damages, if any, and interest on, if any, on the outstanding Securities of such Series Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Company must specify whether the Securities of such Series Notes are being defeased to such stated date for payment maturity or to a particular redemption date; (2) in the case of an election under Section 8.02 hereof, the Company must deliver has delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or (B) since the date of this Indenture, there has been a change in the applicable 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 Securities of such Series 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; (3) in the case of an election under Section 8.03 hereof, the 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 Securities of such Series 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; (4) no Default or Event of Default shall have occurred and is 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 any similar concurrent deposit relating to other indebtedness), and the granting of liens to secure such borrowingsdeposit); (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 and the agreements governing any other indebtedness being defeased, discharged or replacedIndenture) to which the Company or any of the Guarantors its Subsidiaries is a party or by which the Company or any of the Guarantors its Subsidiaries is bound; (6) the Company must deliver to the Trustee an Officers’ ' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Securities of such Series Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others; and (7) the 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 under either Section 8.02 or 8.03 hereof: (1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such SeriesHolders, cash in U.S. United States dollars, non-callable Government Securities, or a combination thereof, in such amounts as will shall be sufficient sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium onand Liquidated Damages, if any, and interest on, if any, on the outstanding Securities of such Series Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Company must specify whether the Securities of such Series Notes are being defeased to such stated date for payment maturity or to a particular redemption date; (2) in the case of an election under Section 8.02 hereof, the Company must deliver has delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or (B) since the date of this Indenture, there has been a change in the applicable 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 Securities of such Series will Notes 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; (3) in the case of an election under Section 8.03 hereof, the 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 Securities of such Series will Notes 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; (4) no Default or Event of Default shall have occurred and is 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 any similar concurrent deposit relating to other indebtedness), and the granting of liens to secure such borrowingsdeposit); (5) such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture and the agreements governing any other indebtedness being defeased, discharged or replacedIndenture) to which the Company or any of the Guarantors its Subsidiaries is a party or by which the Company or any of the Guarantors its Subsidiaries is bound; (6) the Company must deliver to the Trustee an Officers’ ' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Securities of such Series Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others; and (7) the 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 under either Section 8.02 or 8.03 hereof: (1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such SeriesHolders, cash in U.S. United States dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium onand Liquidated Damages, if any, and interest on, if any, on the outstanding Securities of such Series Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Company must specify whether the Securities of such Series Notes are being defeased to such stated date for payment maturity or to a particular redemption date; (2) in the case of an election under Section 8.02 hereof, the Company must deliver has delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or (B) since the date of this Indenture, there has been a change in the applicable 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 Securities of such Series 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; (3) in the case of an election under Section 8.03 hereof, the 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 Securities of such Series 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; (4) no Default or Event of Default shall have occurred and is 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 any similar concurrent deposit relating to other indebtedness), and the granting of liens to secure such borrowingsdeposit); (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 and the agreements governing any other indebtedness being defeased, discharged or replacedIndenture) to which the Company or any of the Guarantors its Subsidiaries is a party or by which the Company or any of the Guarantors its Subsidiaries is bound; (6) the Company must deliver to the Trustee an Officers’ Officer’s Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Securities of such Series Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others; and (7) the 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 (7) above need not be delivered if all Notes not therefore delivered to the Trustee for cancellation (i) have become due and payable or (ii) will become due and payable on their maturity date within one year under arrangements satisfactory to the Trustee for the giving of notice of assumption by the Trustee in the name, and at the expense, of the Company.

Conditions to Legal or Covenant Defeasance. (a) In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof: (1) the Company Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such SeriesHolders, cash in U.S. dollarsUnited States Dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium onpremium, if any, and interest on, if any, on the outstanding Securities of such Series Notes on the stated date for payment thereof Stated Maturity or on the applicable redemption date, as the case may be, and the Company Issuers must specify whether the Securities of such Series Notes are being defeased to such stated date for payment maturity or to a particular redemption date; (2) in the case of an election under Section 8.02 hereofLegal Defeasance, the Company must deliver Issuers shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: (A) the Company has Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or (B) since the date of this Indenture, there has been a change in the applicable 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 Securities of such Series 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; (3) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Company must deliver Issuers shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities of such Series 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; (4) no Default or Event of Default shall have occurred and is be continuing either: (A) on the date of such deposit (deposit, other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit deposit; or (and B) insofar as Events of Default from bankruptcy or insolvency events with respect to the Issuers are concerned, at any similar concurrent deposit relating to other indebtedness), and time in the granting period ending on the 91st day after the date of liens to secure such borrowings)deposit; (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, under any material agreement or instrument (instrument, other than this Indenture and the agreements governing any other indebtedness being defeasedIndenture, discharged or replaced) to which the Company Issuers or any Subsidiary of the Guarantors Issuer is a party or by which the Company Issuers or any Subsidiary of the Guarantors Issuer is bound; (6) the Company Issuers 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; (7) the Issuers must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company Issuer with the intent of preferring the Holders of Securities of such Series over the other creditors of the Company Issuer or with the intent of defeating, hindering, delaying or defrauding any creditors of the Company Issuer or others; and (7) 8) the Company Issuers must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the Legal Defeasance or the Covenant Defeasance have been complied with. (b) The Collateral will be released from the Lien securing the Notes, as provided in Section 10.04 hereof, upon a Legal Defeasance or Covenant Defeasance in accordance with the provisions of this Article 8.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereofDefeasance: (1a) the Company Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such SeriesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal ofof and premium, premium oninterest and Additional Interest, if any, and interest on, if any, on the outstanding Securities of such Series Notes on the stated date for payment thereof of fixed maturity or on the applicable redemption date, as the case may be, and the Company Issuers must specify whether the Securities of such Series Notes are being defeased to such stated the date for payment of fixed maturity or to a particular redemption date; (2b) in the case of an election under Section 8.02 hereof, the Company must deliver Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: (A1) the Company has Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or (B2) 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 Securities of such Series 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; (3c) in the case of an election under Section 8.03 hereof, the Company must deliver Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities of such Series 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; (4d) no Default or Event of Default shall have occurred and is be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing incurrence of funds Indebtedness, the proceeds of which are to be applied to such the deposit referenced in paragraph (and any similar concurrent deposit relating to other indebtedness), and the granting a) of liens to secure such borrowingsthis Section 8.04); (5e) such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture and the agreements governing any other indebtedness being defeased, discharged or replacedIndenture) to which the Company or any of the Guarantors its Subsidiaries is a party or by which the Company or any of the Guarantors its Subsidiaries is bound; (6f) the Company must deliver Issuers shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company Issuers with the intent of preferring the Holders of Securities of such Series over the any other creditors of the Company Issuers or with the intent of defeating, hindering, delaying or defrauding any creditors of the Company Issuers or others; and (7g) the Company must deliver 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 under either Section 8.02 or 8.03 hereof: (1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such SeriesHolders, cash in U.S. United States dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium onand Special Interest, if any, and interest on, if any, on the outstanding Securities of such Series Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, be and the Company must specify whether the Securities of such Series Notes are being defeased to such stated date for payment maturity or to a particular redemption date; (2) in the case of an election under Section 8.02 hereof, the Company must deliver has delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or (B) since the date of this Indenture, there has been a change in the applicable 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 Securities of such Series 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; (3) in the case of an election under Section 8.03 hereof, the 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 Securities of such Series 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; (4) no Default or Event of Default shall have occurred and is 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 any similar concurrent deposit relating to other indebtedness), and the granting of liens to secure such borrowingsdeposit); (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 and the agreements governing any other indebtedness being defeased, discharged or replacedIndenture) to which the Company or any of the Guarantors its Subsidiaries is a party or by which the Company or any of the Guarantors its Subsidiaries is bound; (6) the Company must deliver to the Trustee an Officers’ ' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Securities of such Series Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others; and (7) the 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. Additionally, the Collateral will be released in whole as provided in Section 14.04 upon either a Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereofDefeasance: (1a) the Company Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such SeriesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium onof and premium, if any, interest and interest onAdditional Interest, if any, on the outstanding Securities of such Series Notes on the stated date for payment thereof of fixed maturity or on the applicable redemption date, as the case may be, and the Company Issuers must specify whether the Securities of such Series Notes are being defeased to such stated the date for payment of fixed maturity or to a particular redemption date; (2b) in the case of an election under Section 8.02 hereof, the Company must deliver Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: (A1) the Company has Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or (B2) 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 Securities of such Series 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; (3c) in the case of an election under Section 8.03 hereof, the Company must deliver Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities of such Series 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; (4d) no Default or Event of Default shall have occurred and is 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 any similar concurrent deposit relating to other indebtedness), and the granting of liens to secure such borrowingsdeposit); (5e) such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture and the agreements governing any other indebtedness being defeased, discharged or replacedIndenture) to which the Company or any of the Guarantors its Subsidiaries is a party or by which the Company or any of the Guarantors its Subsidiaries is bound; (6f) the Company must deliver Issuers shall have delivered to the Trustee an Officers’ ' Certificate stating that the deposit was not made by the Company Issuers with the intent of preferring the Holders of Securities of such Series over the any other creditors of the Company Issuers or with the intent of defeating, hindering, delaying or defrauding any creditors of the Company Issuers or others; and (7g) the Company must deliver 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 under either Section 8.02 11.2 or 8.03 hereof11.3: (1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such SeriesHolders, cash in U.S. dollars, non-callable Government SecuritiesGovernmental Obligations, or a combination thereof, in such amounts as will be sufficient sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay the principal of, premium on, if any, and interest on, if any, the outstanding Securities of such Series Outstanding Notes on the stated date for payment thereof or on the applicable redemption dateRedemption Date, as the case may be, and the Company must specify whether the Securities of such Series Notes are being defeased to such stated date for payment or to a particular redemption dateRedemption Date; (2) in the case of an election under Section 8.02 hereof11.2, the Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or (B) since the date of this the Indenture, there has been a change in the applicable 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 Securities of such Series 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; (3) in the case of an election under Section 8.03 hereof11.3, the Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities of such Series 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; (4) no Default or Event of Default shall have occurred and is 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 any similar concurrent deposit relating to other indebtednessIndebtedness), and the granting of liens to secure such borrowings); (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 the Indenture and the agreements governing any other indebtedness Indebtedness being defeased, discharged or replaced) to which the Company or any of the Guarantors is a party or by which the Company or any of the Guarantors is bound;; and (6) the Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Securities of such Series over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (7) the Company must deliver to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof: (1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such SeriesHolders, cash in U.S. United States dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium onand Liquidated Damages, if any, and interest on, if any, on the outstanding Securities of such Series Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Company must specify whether the Securities of such Series Notes are being defeased to such stated date for payment maturity or to a particular redemption date; (2) in the case of an election under Section 8.02 hereof, the Company must deliver has delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or (B) 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 Securities of such Series 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; (3) in the case of an election under Section 8.03 hereof, the 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 Securities of such Series 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; (4) no Default or Event of Default shall have occurred and is 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 any similar concurrent deposit relating to other indebtedness), and the granting of liens to secure such borrowingsdeposit); (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 and the agreements governing any other indebtedness being defeased, discharged or replacedIndenture) to which the Company or any of the Guarantors its Subsidiaries is a party or by which the Company or any of the Guarantors its Subsidiaries is bound; (6) the Company must deliver to the Trustee an Officers’ ' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Securities of such Series Notes over the other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others; and (7) the 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 (a) The following shall be the conditions to exercise either Legal Defeasance or Covenant Defeasance under the application of either Section 8.02 or 8.03 hereofhereof to the outstanding Notes: (1i) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such Seriesthe Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, or interest and premium onand Liquidated Damages, if any, and interest on, if any, on the outstanding Securities of such Series Notes on the stated date for payment thereof Stated Maturity or on the applicable redemption date, as the case may be, and the Company must specify whether the Securities of such Series Notes are being defeased to such stated date for payment maturity or to a particular redemption date; (2ii) in the case of an election under Section 8.02 hereofLegal Defeasance, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: that (Aa) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (Bb) 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 Securities of such Series 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; (3iii) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities of such Series 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; (4iv) no Default or Event of Default shall have occurred and is be continuing either: (a) on the date of such deposit deposit; or (other than a Default b) 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 123rd day after the date 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)deposit; (5v) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, under any material agreement or instrument (other than this Indenture and the agreements governing any other indebtedness being defeased, discharged or replaced) to which the Company or any of the Guarantors its Subsidiaries is a party or by which the Company or any of the Guarantors its Subsidiaries is bound; (6vi) the Company must have delivered to the Trustee an Opinion of Counsel to the effect that, (1) assuming no intervening bankruptcy of the Company or any Guarantor between the date of deposit and the 123rd day following the deposit and assuming that no Holder is an "insider" of the Company under applicable bankruptcy law, after the 123rd 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, including Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law, and (2) the creation of the defeasance trust does not violate the Investment Company Act of 1940; (vii) the Company must deliver to the Trustee an Officers’ ' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Securities of such Series Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; (viii) 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 (7ix) the Company must deliver to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof: (1) the Company Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such SeriesHolders, cash in U.S. United States dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium onand Liquidated Damages, if any, and interest on, if any, on the outstanding Securities of such Series Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, be and the Company Issuers must specify whether the Securities of such Series Notes are being defeased to such stated date for payment maturity or to a particular redemption date; (2) in the case of an election under Section 8.02 hereof, the Company must deliver Issuers have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: (A) the Company has Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or (B) since the date of this Indenture, there has been a change in the applicable 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 Securities of such Series 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; (3) in the case of an election under Section 8.03 hereof, the Company Issuers 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 Securities of such Series 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; (4) no Default or Event of Default shall have occurred and is 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 any similar concurrent deposit relating to other indebtedness), and the granting of liens to secure such borrowingsdeposit); (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 and the agreements governing any other indebtedness being defeased, discharged or replacedIndenture) to which the Company Issuers or any of the Guarantors is their Restricted Subsidiaries are a party or by which the Company Issuers or any of the Guarantors their Restricted Subsidiaries is bound; (6) the Company Issuers must deliver to the Trustee an Officers’ ' Certificate stating that the deposit was not made by the Company Issuers with the intent of preferring the Holders of Securities of such Series Notes over the other creditors of the Company Issuers with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company Issuers or others; and (7) the Company Issuers 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 under either Section 8.02 or 8.03 hereof: (1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such SeriesHolders, cash in U.S. United States dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient sufficient, in the opinion of a nationally-recognized firm of independent public accountants, to pay the principal of, or interest and premium onand Liquidated Damages, if any, and interest on, if any, on the outstanding Securities of such Series Notes on the stated date for payment thereof maturity or on the applicable redemption date, as the case may be, and the Company must specify whether the Securities of such Series Notes are being defeased to such stated date for payment maturity or to a particular redemption date; (2) in the case of an election under Section 8.02 hereof, the Company must deliver has delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or (B) since the date of this Indenture, there has been a change in the applicable 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 Securities of such Series 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; (3) in the case of an election under Section 8.03 hereof, the 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 Securities of such Series 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; (4) no Default or Event of Default shall have occurred and is 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 any similar concurrent deposit relating to other indebtedness), and the granting of liens to secure such borrowingsdeposit); (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 and the agreements governing any other indebtedness being defeased, discharged or replacedIndenture) to which the Company or any of the Guarantors its Subsidiaries is a party or by which the Company or any of the Guarantors its Subsidiaries is bound; (6) the Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Securities of such Series over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (7) the Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either pursuant to Section 8.02 11.02 or 8.03 hereofSection 11.03: (1a) the Company Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such Seriesthe Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will shall be sufficient sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium on, if any, and interest on, if any, on the outstanding Securities of such Series Notes on the stated date for payment thereof Stated Maturity or on the applicable redemption date, as the case may be, and the Company Issuer must specify whether the Securities of such Series Notes are being defeased to such stated date for payment maturity or to a particular redemption date; (2b) in the case of an election under Section 8.02 hereof11.02, the Company must deliver Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: that (A) the Company Issuer has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (B) since the date of this IndentureInitial 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 confirm that, the Holders of the outstanding Securities of such Series will Notes 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; (3c) in the case of an election under Section 8.03 hereof11.03, the Company must deliver Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities of such Series will Notes 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; (4d) no Default or Event of Default shall have occurred and is 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 any similar concurrent deposit relating to other indebtedness), and the granting of liens to secure such borrowingsdeposit); (5e) such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default under, under any material agreement or instrument (other than this Indenture and the agreements governing any other indebtedness being defeased, discharged or replacedIndenture) to which the Company or any of the Guarantors an Issuer is a party or by which the Company or any of the Guarantors Issuer is bound;, including without limitation the A Loan Documents and the Common Agreement; and (6f) the Company must deliver Issuer shall have delivered to the Trustee an Officers’ Officer's Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Securities of such Series over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (7) the Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. The following are the conditions precedent to the application of either Section 8.2 or 8.3 to the outstanding Notes as specified: In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereofDefeasance: (1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such Series, cash in U.S. dollars, non-callable Government SecuritiesU.S. government obligations, or a combination thereof, in such amounts as will be sufficient sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium onpremium, if any, and interest on, if any, on the outstanding Securities of such Series Notes on the stated date for payment thereof or on the applicable redemption dateRedemption Date, as the case may be, and the Company must specify whether the Securities of such Series are being defeased to such stated date for payment or to a particular redemption date; (2) in the case of an election under Section 8.02 hereofLegal Defeasance, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: (Aa) the Company has received from, or there has been published by, the Internal Revenue Service or the Canada Customs and Revenue Agency, as the case may be, a ruling; or (Bb) 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 Securities of such Series will not recognize income, gain or loss for federal income tax purposes or become subject to Canadian non-resident withholding tax 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; (3) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities of such Series will not recognize income, gain or loss for federal income tax purposes or become subject to Canadian non-resident withholding tax 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; (4) no Default or Event of Default shall have occurred and is be continuing on the date of such deposit (other than a Default or an 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 grant of liens to secure any Lien securing such borrowings); (5) such Legal Defeasance or Covenant Defeasance will 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 borrowings) or any other material agreement or instrument (other than this Indenture and the agreements governing any other indebtedness being defeased, discharged or replaced) to which the Company or any of the Guarantors its Subsidiaries is a party or by which the Company or any of the Guarantors its Subsidiaries is bound; (6) the Company must deliver shall have delivered to the Trustee an Officers’ ' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Securities of such Series over the any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others; and; (7) the Company must deliver 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 (8) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that assuming no intervening bankruptcy of the Company between the date of deposit and the 91st day following the date of deposit, after the 91st day following the date of deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally. 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 (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 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. The following shall be the conditions to the application of either Section 8.2 or 8.3 hereof to the outstanding Securities for a particular Series: In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereofDefeasance: (1a) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such SeriesHolders, cash in Dollars, U.S. dollars, non-callable Government SecuritiesObligations, or a combination thereof, in such amounts as will be sufficient sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium onof and interest, if any, on and interest on, if any, any mandatory sinking fund payments in respect of the outstanding Securities of such Series on the stated date for payment thereof maturity or on the applicable redemption date, as the case may be, and the Company must specify whether the Securities of such Series are being defeased to such stated date for payment or to a particular redemption date; (2b) in the case of an election under Section 8.02 8.2 hereof, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (B) 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 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; (3c) in the case of an election under Section 8.03 8.3 hereof, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding 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; (4d) no Default or Event of Default shall have occurred and is be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing incurrence of funds Debt all or a portion of the proceeds of which will be used to be applied defease the Securities of a particular Series pursuant to this Article Eight concurrently with such deposit (and incurrence) or insofar as Sections 6.1(f) or 6.1(g) hereof is concerned, at any similar concurrent deposit relating to other indebtedness), and time in the granting period ending on the 91st day after the date of liens to secure such borrowings)deposit; (5e) such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture and the agreements governing any other indebtedness being defeased, discharged or replacedIndenture) to which the Company or any of the Guarantors its Subsidiaries is a party or by which the Company or any of the Guarantors its Subsidiaries is bound; (6f) the Company must deliver 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 Company with the intent of preferring the Holders of Securities of such Series over the any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or othersCompany; and (7h) the Company must deliver 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 Bonds: In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereofDefeasance: (1a) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such SeriesHolders, cash in U.S. United States dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium onand Registration Default Damages, if any, and interest on, if any, on the outstanding Securities of such Series Bonds on the stated maturity date for payment thereof or on the applicable redemption date, as the case may be, and the Company must specify whether the Securities of such Series are being defeased to such stated date for payment or to a particular redemption date; (2b) in the case of an election under Section 8.02 hereof, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (B) 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 Securities of such Series Bonds 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; (3c) in the case of an election under Section 8.03 hereof, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities of such Series Bonds 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; (4d) no Default or Event of Default shall have occurred and is 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 Bonds pursuant to this Article Eight concurrently with such deposit (and incurrence) or insofar as Sections 6.01(h) or 6.01(i) hereof is concerned, at any similar concurrent deposit relating to other indebtedness), and time in the granting period ending on the 91st day after the date of liens to secure such borrowings)deposit; (5e) such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture and the agreements governing any other indebtedness being defeased, discharged or replacedIndenture) to which the Company or any of the Guarantors its Subsidiaries is a party or by which the Company or any of the Guarantors its Subsidiaries is bound; (6f) the Company must deliver 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 Company with the intent of preferring the Holders of Securities of such Series over the any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or othersCompany; and (7h) the Company must deliver 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 under either Section 8.02 or 8.03 hereof: (1i) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such SeriesHolders, cash in U.S. United States dollars, non-callable Government Securities, Securities or a combination thereof, in such amounts as will be sufficient sufficient, in the opinion of a nationally recognized firm of independent public accountants delivered to the Trustee, to pay the principal of, premium onor interest and premium, if any, and interest on, if any, on the outstanding Securities of such Series Notes on the stated date for payment thereof Stated Maturity or on the applicable redemption date, as the case may be, and the Company must specify whether the Securities of such Series Notes are being defeased to such stated date for payment maturity or to a particular redemption date; (2ii) in the case of an election under Section 8.02 hereof, the Company must will deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (B) since the date of this IndentureIssue Date, there has been a change in the applicable U.S. federal income tax law, ; in either case to the effect that, and based thereon such Opinion of Counsel shall will confirm that, the Holders of the outstanding Securities of such Series 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 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; (3iii) in the case of an election under Section 8.03 hereof, the Company must will deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities of such Series 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; (4iv) no Default or Event of Default shall have has occurred and 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 deposit) or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any similar concurrent deposit relating to other indebtedness), and time in the granting period ending on the 91st day after the day of liens to secure such borrowings)deposit; (5v) 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 and the agreements governing any other indebtedness being defeased, discharged or replacedIndenture) to which the Company or any of the Guarantors its Restricted Subsidiaries is a party or by which the Company or any of the Guarantors its Restricted Subsidiaries is bound; (6vi) the Company must will deliver 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; (vii) the Company will deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Securities of such Series over the any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or othersCompany; and (7viii) the Company must will 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 under either Section 8.02 or 8.03 hereof: (1) the Company Authority must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such SeriesNotes, cash in U.S. United States dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, interest and premium onand Liquidated Damages, if any, and interest on, if any, on the outstanding Securities of such Series Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Company Authority must specify whether the Securities of such Series Notes are being defeased to such stated date for payment maturity or to a particular redemption date; (2) in the case of an election under Section 8.02 hereof, the Company must deliver Authority has delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: (A) the Company Authority has received from, or there has been published by, the Internal Revenue Service a ruling; or (B) since the date of this Indenture, there has been a change in the applicable 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 Securities of such Series 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; (3) in the case of an election under Section 8.03 hereof, the Company Authority 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 Securities of such Series 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; (4) no Default or Event of Default shall have occurred and is 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 any similar concurrent deposit relating to other indebtedness), and the granting of liens to secure such borrowingsdeposit); (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 and the agreements governing any other indebtedness being defeased, discharged or replacedIndenture) to which the Company or any of the Guarantors Authority is a party or by which the Company or any of the Guarantors Authority is bound; (6) the Company Authority must deliver to the Trustee an Officers’ ' Certificate stating that the deposit was not made by the Company Authority with the intent of preferring the Holders of Securities of such Series Notes over the other creditors of the Company Authority with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company Authority or others; and (7) the Company Authority 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 an Opinion of Counsel stating that the conditions set forth in clauses (1) (with respect to validity and perfection of the security interest), (2), (3) and (5) above have been satisfied.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof: (1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such SeriesHolders, cash in U.S. United States dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient sufficient, in the opinion of a nationally-recognized firm of independent public accountants, to pay the principal of, or interest and premium onand Liquidated Damages, if any, and interest on, if any, on the outstanding Securities of such Series Notes on the stated date for payment maturity thereof or on the applicable redemption date, as the case may be, and the Company must specify whether the Securities of such Series Notes are being defeased to such stated date for payment maturity or to a particular redemption date; (2) in the case of an election under Section 8.02 hereof, the Company must deliver has delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or (B) since the date of this Indenture, there has been a change in the applicable 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 Securities of such Series 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; (3) in the case of an election under Section 8.03 hereof, the 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 Securities of such Series 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; (4) no Default or Event of Default shall have occurred and is 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 any similar concurrent deposit relating to other indebtedness), and the granting of liens to secure such borrowingsdeposit); (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 and the agreements governing any other indebtedness being defeased, discharged or replacedIndenture) to which the Company or any of the Guarantors its Subsidiaries is a party or by which the Company or any of the Guarantors its Subsidiaries is bound; (6) the Company must deliver to the Trustee an Officers’ ' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Securities of such Series Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others; and (7) the Company must deliver to the Trustee an Officers’ ' 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. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereofDefeasance: (1a) the Company Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such SeriesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium onof and premium, if any, interest and interest onAdditional Interest, if any, on the outstanding Securities of such Series Notes on the stated date for payment thereof of fixed maturity or on the applicable redemption date, as the case may be, and the Company Issuers must specify whether the Securities of such Series Notes are being defeased to such stated the date for payment of fixed maturity or to a particular redemption date; (2b) in the case of an election under Section 8.02 hereof, the Company must deliver Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: (A1) the Company has Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or (B2) 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 Securities of such Series 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; (3c) in the case of an election under Section 8.03 hereof, the Company must deliver Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities of such Series 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; (4d) no Default or Event of Default shall have occurred and is be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing incurrence of funds Indebtedness, the proceeds of which are to be applied to such the deposit referenced in paragraph (and any similar concurrent deposit relating to other indebtedness), and the granting a) of liens to secure such borrowingsthis Section 8.04); (5e) such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture and the agreements governing any other indebtedness being defeased, discharged or replacedIndenture) to which the Company or any of the Guarantors its Subsidiaries is a party or by which the Company or any of the Guarantors its Subsidiaries is bound; (6f) the Company must deliver Issuers shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company Issuers with the intent of preferring the Holders of Securities of such Series over the any other creditors of the Company Issuers or with the intent of defeating, hindering, delaying or defrauding any creditors of the Company Issuers or others; and (7g) the Company must deliver 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 under either Section 8.02 or 8.03 hereof: (1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such SeriesHolders, cash in U.S. United States dollars, non-callable Government Securities, or a combination thereof, in such amounts as will shall be sufficient sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, premium onpremium, if any, and interest on, if any, on the outstanding Securities of such Series Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Company must specify whether the Securities of such Series Notes are being defeased to such stated date for payment maturity or to a particular redemption date; (2) in the case of an election under Section 8.02 hereof, the Company must deliver has delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or (B) since the date of this Indenture, there has been a change in the applicable 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 Securities of such Series will Notes 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; (3) in the case of an election under Section 8.03 hereof, the 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 Securities of such Series will Notes 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; (4) no Default or Event of Default shall have occurred and is 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 any similar concurrent deposit relating to other indebtedness), and the granting of liens to secure such borrowingsdeposit); (5) such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture and the agreements governing any other indebtedness being defeased, discharged or replacedIndenture) to which the Company or any of the Guarantors its Subsidiaries is a party or by which the Company or any of the Guarantors its Subsidiaries is bound; (6) the Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Securities of such Series over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (7) the Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section ‎Section 8.02 or 8.03 ‎8.03 hereof: (1a) the Company Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such SeriesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium onpremium, if any, on, and interest on, if any, the outstanding Securities of such Series Notes on the stated date for payment thereof of fixed maturity or on the applicable redemption date, as the case may be, and the Company Issuers must specify whether the Securities of such Series Notes are being defeased to such stated the date for payment of fixed maturity or to a particular redemption date; (2b) in the case of an election under Section ‎Section 8.02 hereof, the Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: (A1) the Company has Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or (B2) 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 Securities of such Series 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; (3c) in the case of an election under Section ‎Section 8.03 hereof, the Company Issuers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities of such Series 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; (4d) no Default or Event of Default shall have has occurred and 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 borrowingsIndebtedness); (5e) 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 and the agreements governing any other indebtedness Indebtedness being defeased, discharged or replaced) to which the Company or any of the Guarantors its Subsidiaries is a party or by which the Company or any of the Guarantors its Subsidiaries is bound; (6f) the Company Issuers must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company Issuers with the intent of preferring the Holders of Securities of such Series the Notes over the other creditors of the Company Issuers with the intent of defeating, hindering, delaying or defrauding any creditors of the Company Issuers or others; and (7g) the Company Issuers must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied withsatisfied.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof: (1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such SeriesHolders, cash in U.S. United States dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium onand Additional Interest, if any, and interest on, if any, on the outstanding Securities of such Series Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Company must specify whether the Securities of such Series Notes are being defeased to such stated date for payment maturity or to a particular redemption date; (2) in the case of an election under Section 8.02 hereof, the Company must deliver has delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or (B) since the date of this Indenture, there has been a change in the applicable 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 Securities of such Series 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; (3) in the case of an election under Section 8.03 hereof, the 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 Securities of such Series 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; (4) no Default or Event of Default shall have occurred and is 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 any similar concurrent deposit relating to other indebtedness), and the granting of liens to secure such borrowingsdeposit); (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 and the agreements governing any other indebtedness being defeased, discharged or replacedIndenture) to which the Company or any of the Guarantors its Subsidiaries is a party or by which the Company or any of the Guarantors its Subsidiaries is bound; (6) the Company must deliver to the Trustee an Officers’ ' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Securities of such Series Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others; and (7) the Company must deliver to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, which Opinion of Counsel may be subject to customary assumptions and exclusions, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof: (1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such SeriesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay the principal of, premium onand interest and premium, if any, and interest on, if any, on the outstanding Securities of such Series Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Company must specify whether the Securities of such Series Notes are being defeased to such stated date for payment or to a particular redemption date; (2) in the case of an election under Section 8.02 hereof, the Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: (Aa) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; ruling or (Bb) 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 Securities of such Series 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; (3) in the case of an election under Section 8.03 hereof, the Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities of such Series 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; (4) no Default or Event of Default shall have has occurred and 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 borrowingsdeposit); (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 and the agreements governing any other indebtedness being defeased, discharged or replacedIndenture) to which the Parent, the Company or any of the Subsidiary Guarantors is a party or by which the Company or any of the Guarantors is bound; (6) the Company must deliver to the Trustee an Opinion of Counsel to the effect that after the 91st day following the deposit (or, if any Holder or Beneficial Owner of Notes is an insider of the Company, such later date as counsel may specify in such opinion), the trust funds will not be subject to the effect of Section 547 of the Federal Bankruptcy Code; (7) the Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Securities of such Series Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (7) 8) the Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereofDefeasance: (1a) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such SeriesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal ofof and premium, premium oninterest and Additional Interest, if any, and interest on, if any, on the outstanding Securities of such Series Notes on the stated date for payment thereof Stated Maturity or on the applicable redemption date, as the case may be, and the Company must specify whether the Securities of such Series Notes are being defeased to such stated date for payment Stated Maturity or to a particular redemption date; (2b) in the case of an election under Section 8.02 hereof, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: (A1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or (B2) 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 Securities of such Series 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; (3c) in the case of an election under Section 8.03 hereof, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities of such Series 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; (4d) no Default or Event of Default shall have occurred and is be 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 deposit (and any similar concurrent deposit relating to other indebtedness), and the granting of liens to secure such borrowingsincurrence or within 30 days thereof); (5e) such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture and the agreements governing any other indebtedness being defeased, discharged or replacedIndenture) to which the Company or any of the Guarantors its Restricted Subsidiaries is a party or by which the Company or any of the Guarantors its Restricted Subsidiaries is bound; (6f) the Company must deliver shall have delivered to the Trustee an Opinion of Counsel (which may be based on such solvency certificates or solvency opinions as counsel deems necessary or appropriate) to the effect that 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 Company with the intent of preferring the Holders of Securities of such Series over the any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (7h) the Company must deliver 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 under either Section 8.02 or 8.03 hereof: (1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such SeriesHolders, cash in U.S. United States dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium on, if any, interest and interest onAdditional Interest, if any, on the outstanding Securities of such Series Notes on the stated date for payment thereof Stated Maturity or on the applicable redemption date, as the case may be, and the Company must specify whether the Securities of such Series Notes are being defeased to such stated date for payment their Stated Maturity or to a particular redemption date; (2) in the case of an election under Section 8.02 hereof, the Company must deliver to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or (B) since the date of this Indenture, there has been a change in the applicable 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 Securities of such Series 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; (3) in the case of an election under Section 8.03 hereof, the 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 Securities of such Series 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; (4) no Default or Event of Default shall have occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing incurrence of funds to Indebtedness or the grant of Liens securing such Indebtedness, all or a portion of the proceeds of which will be applied to such deposit (and deposit) or insofar as Defaults from bankruptcy or insolvency events are concerned, at any similar concurrent deposit relating to other indebtedness), and time in the granting period ending on the 91st day after the date of liens to secure such borrowings)deposit; (5) such Legal Defeasance or Covenant Defeasance deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture and the agreements governing any other indebtedness being defeased, discharged or replacedIndenture) to which the Company or any of the Guarantors its Restricted Subsidiaries is a party or by which the Company or any of the Guarantors its Restricted Subsidiaries is bound, or if such breach, violation or default would occur, which is not waived as of, and for all purposes, on and after, the date of such deposit; (6) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (7) the Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Securities of such Series Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (7) 8) the Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order (a) The following shall be the conditions to exercise either Legal Defeasance or Covenant Defeasance under the application of either Section 8.02 or 8.03 hereofhereof to the outstanding Notes: (1i) the Company Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such Seriesthe applicable series, cash in U.S. dollarsUnited States Dollars, non-callable Government Securities, or a combination thereof, in such amounts as will shall be sufficient sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium onpremium, if any, and interest on, if any, on the outstanding Securities Notes of such Series series on the stated date for payment thereof Stated Maturity or on the applicable redemption date, as the case may be, and the Company Issuers must specify whether the Securities of such Series Notes are being defeased to such stated date for payment maturity or to a particular redemption date; (2ii) in the case of an election under Section 8.02 hereofLegal Defeasance, the Company must deliver Issuers shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: (A1) the Company has Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or (B2) 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 Securities Notes of such Series will the applicable series 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; (3iii) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Company must deliver Issuers shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities Notes of such Series will the applicable series 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; (4iv) no Default or Event of Default shall have occurred and is be continuing either: (1) on the date of such deposit (deposit, other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit deposit; or (and 2) insofar as Events of Default from bankruptcy or insolvency events with respect to the Issuers are concerned, at any similar concurrent deposit relating to other indebtedness), and time in the granting period ending on the 91st day after the date of liens to secure such borrowings)deposit; (5v) such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default under, under any material agreement or instrument (instrument, other than this Indenture and the agreements governing any other indebtedness being defeasedIndenture, discharged or replaced) to which the Company Issuers or any of the Guarantors Guarantor is a party or by which the Company Issuers or any of the Guarantors Guarantor is bound; (6vi) the Company Issuers must have delivered to the Trustee an Opinion of Counsel to the effect that 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; (vii) the Issuers must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company Issuers with the intent of preferring the Holders of Securities of such Series over the other creditors of the Company Issuers with the intent of defeating, hindering, delaying or defrauding any creditors of the Company Issuers or others; and (7viii) the Company Issuers must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the Legal Defeasance or the Covenant Defeasance have been complied with. (b) The Collateral shall be released from the Lien securing the Notes, as provided in Section 10.02 hereof, upon a Legal Defeasance or Covenant Defeasance in accordance with the provisions of this Article 8.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereofDefeasance: (1a) the Company Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such SeriesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient sufficient, in the opinion of a nationally recognized investment banking firm, appraisal firm or firm of independent public accountants, to pay the principal of, premium onand interest and premium, if any, and interest on, if any, the outstanding Securities of such Series Notes on the stated date for payment thereof of fixed maturity or on the applicable redemption date, as the case may be, and the Company Issuers must specify whether the Securities of such Series Notes are being defeased to such stated the date for payment of fixed maturity or to a particular redemption date; (2b) in the case of an election under Section 8.02 7.2 hereof, the Company must deliver Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: (A1) the Company has Issuers have received a ruling from, or there a ruling has been published by, the Internal Revenue Service a rulingService; or (B2) 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 Securities of such Series 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; (3c) in the case of an election under Section 8.03 7.3 hereof, the Company must deliver Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities of such Series 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; (4d) no Default or Event of Default shall have occurred and is 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 deposit (and any similar concurrent deposit relating pursuant to other indebtedness), and the granting of liens to secure such borrowingsthis Section 7.4); (5e) such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture and the agreements governing any other indebtedness being defeased, discharged or replacedIndenture) to which the Company or any of the Guarantors its Subsidiaries is a party or by which the Company or any of the Guarantors its Subsidiaries is bound; (6f) the Company must deliver Issuers shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company Issuers with the intent of preferring the Holders of Securities of such Series over the other creditors of the Company Issuers or with the intent of defeating, hindering, delaying or defrauding any creditors of the Company Issuers or others; and (7g) the Company must deliver Issuers shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 11.2 or 8.03 hereof11.3: (1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such SeriesHolders, cash in U.S. dollars, non-callable Government SecuritiesGovernmental Obligations, or a combination thereof, in such amounts as will be sufficient sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay the principal of, premium on, if any, and interest on, if any, the outstanding Securities of such Series Outstanding Notes on the stated date for payment thereof or on the applicable redemption dateRedemption Date, as the case may be, and the Company must specify whether the Securities of such Series Notes are being defeased to such stated date for payment or to a particular redemption date;Redemption Date; (2) in the case of an election under Section 8.02 hereof11.2, the Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; ruling; or (B) 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 Securities of such Series 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; (3) in the case of an election under Section 8.03 hereof11.3, the Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities of such Series 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; (4) no Default or Event of Default shall have occurred and is 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 any similar concurrent deposit relating to other indebtednessIndebtedness), and the granting of liens to secure such borrowings);borrowings); (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 the Indenture and the agreements governing any other indebtedness Indebtedness being defeased, discharged or replaced) to which the Company or any of the Guarantors is a party or by which the Company or any of the Guarantors is bound;bound; and (6) the Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Securities of such Series over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (7) the Company must deliver to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof: (1a) the Company Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such SeriesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination thereofof cash in U.S. dollars and Government Securities, in such amounts as will shall be sufficient sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium onor interest and premium, if any, and interest on, if any, on the outstanding Securities of such Series Notes on the stated date for payment thereof maturity or on the applicable redemption date, as the case may be, and the Company Issuers must specify whether the Securities of such Series Notes are being defeased to such stated date for payment maturity or to a particular redemption date; (2b) in the case of an election under Section 8.02 hereof, the Company must deliver Issuers have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: that (A1) the Company has Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (B2) 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 Securities of such Series will Notes 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; (3c) in the case of an election under Section 8.03 hereof, the Company must deliver Issuers have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities of such Series will Notes 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; (4d) no Default or Event of Default shall have has occurred and is continuing either: (1) 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 indebtednessdeposit), and or (2) in the granting case of liens to secure such borrowings)Legal Defeasance, insofar as Events of Default of the type specified in Section 6.01(l) or Section 6.01(m) are concerned, at any time in the period ending on the 91st day after the date of deposit; (5e) such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default under, under any material agreement or instrument (other than this Indenture and the agreements governing any other indebtedness being defeased, discharged or replacedIndenture) to which the Company either Issuer, any Restricted Entity, any Restricted Subsidiary of Xxxx Las Vegas or any of the Guarantors Restricted Entity, or any Guarantor is a party or by which the Company or any of the Guarantors such Person is bound; (6f) 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 not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; (g) the Company Issuers must deliver to the Trustee an Officers’ ' Certificate stating that the deposit was not made by the Company Issuers with the intent of preferring the Holders of Securities of such Series Notes over the other creditors of the Company Issuers with the intent of defeating, hindering, delaying or defrauding any creditors of the Company Issuers or others; and (7h) the Company Issuers must deliver to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereofDefeasance: (1i) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such SeriesNotes, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, premium onand interest and premium, if any, and interest on, if any, on the outstanding Securities of such Series Notes on the stated date for payment thereof Stated Maturity or on the applicable redemption date, as the case may be, and the Company must specify whether the Securities of such Series Notes are being defeased to such stated date for payment the Stated Maturity or to a particular redemption dateRedemption Date; (2ii) in the case of an election under Section 8.02 hereof, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: (A1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or (B2) 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 and Beneficial Owners of the outstanding Securities of such Series 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; (3iii) in the case of an election under Section 8.03 hereof, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders and Beneficial Owners of the outstanding Securities of such Series 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; (4iv) no Default or Event of Default shall have occurred and is 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 any similar concurrent deposit relating to other indebtedness)Indebtedness, and the granting of liens Liens to secure such borrowingsborrowing); (5v) such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture and the agreements governing any other indebtedness Indebtedness being defeased, discharged or replaced) to which the Company or any of the Guarantors its Subsidiaries is a party or by which the Company or any of the Guarantors its Subsidiaries is bound; (6vi) the Company must deliver shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Securities of such Series over the any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (7vii) the Company must deliver 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 under either Section 8.02 or 8.03 hereof: (1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such SeriesHolders, cash in U.S. United States dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, and premium onand Liquidated Damages, if any, and interest on, if any, on the outstanding Securities of such Series Notes on the stated date for payment thereof maturity or on the applicable redemption date, as the case may be, be and the Company must specify whether the Securities of such Series Notes are being defeased to such stated date for payment maturity or to a particular redemption date; (2) in the case of an election under Section 8.02 hereof, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or (B) since the date of this Indenture, there has been a change in the applicable 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 Securities of such Series 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; (3) in the case of an election under Section 8.03 hereof, the 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 Securities of such Series 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; (4) no Default or Event of Default shall have occurred and is 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 any similar concurrent deposit relating to other indebtedness), and the granting of liens to secure such borrowingsdeposit); (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 and the agreements governing any other indebtedness being defeased, discharged or replacedIndenture) to which the Company or any of the Guarantors its Subsidiaries is a party or by which the Company or any of the Guarantors its Subsidiaries is bound; (6) the Company must deliver to the Trustee an Officers’ ' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Securities of such Series Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others; and; (7) the 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 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.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereofDefeasance: (1a) the Company Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such SeriesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal ofof and premium, premium oninterest and Additional Interest, if any, and interest on, if any, the outstanding Securities of such Series on the stated Notes on the date for payment thereof of fixed maturity or on the applicable redemption date, as the case may be, and the Company Issuers must specify whether the Securities of such Series Notes are being defeased to such stated the date for payment of fixed maturity or to a particular redemption date; (2b) in the case of an election under Section 8.02 hereof, the Company must deliver Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: (A1) the Company has Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or (B2) 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 Securities of such Series 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; (3c) in the case of an election under Section 8.03 hereof, the Company must deliver Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities of such Series 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; (4d) no Default or Event of Default shall have occurred and is be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit deposit) or insofar as Events of Default described in clause (and h) or (i) of Section 6.01 are concerned, at any similar concurrent deposit relating to other indebtedness), and time in the granting period ending on the 91st day after the day of liens to secure such borrowings)deposit; (5e) 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 and the agreements governing any other indebtedness being defeased, discharged or replacedIndenture) to which the Company or any of the Guarantors its Restricted Subsidiaries is a party or by which the Company or any of the Guarantors its Restricted Subsidiaries is bound; (6f) the Company Issuers must deliver have delivered to the Trustee an Opinion of Counsel (which may be based on such solvency certificates or solvency opinions as counsel deems necessary or appropriate) to the effect that after the 91st day following the deposit, the trust funds will not be subject to the effect of Section 547 of the United States Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law or any comparable provision of applicable law; (g) the Issuers must have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company Issuers with the intent of preferring the Holders of Securities of such Series over the any other creditors of the Company Issuers or with the intent of defeating, hindering, delaying or defrauding any creditors of the Company Issuers or others; and (7h) the Company Issuers must deliver 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 under either Section 8.02 or 8.03 hereof: (1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such SeriesHolders, cash in U.S. United States dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium onpremium, if any, and interest on, if any, on the outstanding Securities of such Series Notes on the stated maturity date for payment thereof or on the applicable redemption date, as the case may be, and the Company must specify whether the Securities of such Series are being defeased to such stated date for payment principal or to a particular redemption dateinstallment of principal of, premium, if any, interest and Liquidated Damages, if any, on the outstanding Notes; (2) in the case of an election under Section 8.02 hereof, the Company must deliver has delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or (B) since the date of this Indenture, there has been a change in the applicable 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 Securities of such Series 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; (3) in the case of an election under Section 8.03 hereof, the 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 Securities of such Series 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; (4) no Default or Event of Default shall have occurred and is 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 any similar concurrent deposit relating to other indebtedness), and the granting of liens to secure such borrowingsdeposit); (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 and the agreements governing any other indebtedness being defeased, discharged or replacedIndenture) to which the Company or any of the Guarantors its Subsidiaries is a party or by which the Company or any of the Guarantors its Subsidiaries is bound; (6) the Company must deliver to the Trustee an Officers’ ' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Securities of such Series Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others; and (7) the 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 The following shall be the conditions to exercise either Legal Defeasance or Covenant Defeasance under the application of either Section 8.02 or 8.03 hereofhereof to the outstanding Notes. In order to exercise Legal Defeasance or Covenant Defeasance: (1a) the Company must shall irrevocably deposit with the Trustee, as mandatary and depositary, in trust, trust for the benefit of the Holders of Securities of such Series, cash in U.S. Canadian dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient to pay the principal of, accrued interest and premium onand Additional Amounts, if any, and interest on, if any, on the outstanding Securities of such Series Notes on the stated date for payment thereof Stated Maturity or on the applicable redemption datedate of redemption, as the case may be, and the Company must shall specify whether the Securities of such Series Notes are being defeased to such stated date for payment maturity or to a particular redemption datedate of redemption; (2b) in the case of an election under Section 8.02 hereofLegal Defeasance, the Company must shall deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: that (Ai) the Company has received from, or there has been published by, the Internal Revenue Service Services a ruling; or ruling or (Bii) since the date of this IndentureIssue Date, there has been a change in the applicable U.S. federal income tax law, in either case law to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders holders of the outstanding Securities of such Series 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 the 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, provincial or territorial income tax purposes as a result of such Legal Defeasance and will be subject to Canadian federal, provincial or territorial 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; (3c) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Company must shall deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities of such Series 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 and the Company shall have delivered to the Trustee an Opinion of Counsel in Canada reasonably acceptable to the Trustee confirming that Holders of such outstanding Notes will not recognize income, gain or loss for Canadian federal, provincial or territorial income tax purposes as a result of such Covenant Defeasance and will be subject to Canadian federal, provincial or territorial 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; (4d) no Default or Event of Default shall have occurred and is 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 (and any similar concurrent deposit relating to other indebtedness), and the granting of liens to secure such borrowings)deposit; (5e) such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default under, under any material agreement or instrument (other than this Indenture and the agreements governing any other indebtedness being defeasedinstrument, discharged or replaced) to which the Company or any of the Guarantors its Subsidiaries is a party or by which the Company or any of the Guarantors its Subsidiaries is bound; (6f) the Company must shall deliver to the Trustee an Opinion of Counsel to the effect that, (i) assuming no intervening bankruptcy of the Company 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 (ii) the creation of the defeasance trust does not require registration under the United States Investment Company Act of 1940, as amended; (g) the Company shall deliver to the Trustee an Officers’ Certificate stating that the such deposit was not made by the Company with the intent of preferring the Holders of Securities of such Series Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the 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 (7i) the Company must shall deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereofDefeasance: (1a) the Company Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such SeriesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal ofof and premium, premium oninterest and Additional Interest, if any, and interest on, if any, on the outstanding Securities of such Series Notes on the stated date for payment thereof of fixed maturity or on the applicable redemption date, as the case may be, and the Company Issuers must specify whether the Securities of such Series Notes are being defeased to such stated the date for payment of fixed maturity or to a particular redemption date; (2b) in the case of an election under Section 8.02 hereof, the Company must deliver Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: (A1) the Company has Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or (B2) 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 Securities of such Series 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; (3c) in the case of an election under Section 8.03 hereof, the Company must deliver Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities of such Series 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; (4d) no Default or Event of Default shall have occurred and is be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing incurrence of funds Indebtedness, the proceeds of which are to be applied to such the deposit referenced in paragraph (and any similar concurrent deposit relating to other indebtedness), and the granting a) of liens to secure such borrowingsthis Section 8.04); (5e) such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture and the agreements governing any other indebtedness being defeased, discharged or replacedIndenture) to which the Company or any of the Guarantors its Subsidiaries is a party or by which the Company or any of the Guarantors its Subsidiaries is bound; (6f) the Company must deliver Issuers shall have delivered to the Trustee an Officers’ Certificate of each Issuer stating that the deposit was not made by the Company Issuers with the intent of preferring the Holders of Securities of such Series over the any other creditors of the Company Issuers or with the intent of defeating, hindering, delaying or defrauding any creditors of the Company Issuers or others; and (7g) the Company must deliver Issuers shall have delivered to the Trustee an Officers’ Certificate of each 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.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof: (1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such Seriesthe Notes, cash in U.S. United States dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, premium onand Liquidated Damages, if any, and interest on, if any, on the outstanding Securities of such Series Notes on the stated date for payment thereof Stated Maturity or on the applicable redemption dateRedemption Date, as the case may be, and the Company must specify whether the Securities of such Series Notes are being defeased to such stated date for payment maturity or to a particular redemption dateRedemption Date; (2) in the case of an election under Section 8.02 hereof, the Company must deliver has delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or (B) since the date of this Indenture, there has been a change in the applicable 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 Securities of such Series 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; (3) in the case of an election under Section 8.03 hereof, the 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 Securities of such Series 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; (4) no Default or Event of Default shall have occurred and is 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 any similar concurrent deposit relating to other indebtedness), and the granting of liens to secure such borrowingsdeposit); (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 and the agreements governing any other indebtedness being defeased, discharged or replacedIndenture) to which the Company or any of the Guarantors its Subsidiaries is a party or by which the Company or any of the Guarantors its Subsidiaries is bound; (6) the Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Securities of such Series Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others; and (7) the 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 The following shall be the conditions to exercise either Legal Defeasance or Covenant Defeasance under the application of either Section 8.02 or 8.03 hereofhereof to the outstanding Notes: (1a) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such Seriesthe Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, or interest and premium onand Additional Interest, if any, and interest on, if any, on the outstanding Securities of such Series Notes on the stated date for payment thereof Stated Maturity or on the applicable redemption date, as the case may be, and the Company must specify whether the Securities of such Series Notes are being defeased to such stated date for payment maturity or to a particular redemption date; (2b) in the case of an election under Section 8.02 hereof, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: that (Ai) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (Bii) 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 thereon, such Opinion of Counsel shall confirm that, the Holders of the outstanding Securities of such Series 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; (3c) in the case of an election under Section 8.03 hereof, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities of such Series 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; (4d) no Default or Event of Default shall have occurred and is be continuing either: (i) on the date of such deposit deposit; or (other than a Default or Event ii) insofar as Sections 6.01(8) and (9) hereof are concerned, at any time in the period ending on the 123rd day after the date 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)deposit; (5e) such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default under, under any material agreement or instrument (other than this Indenture and the agreements governing any other indebtedness being defeased, discharged or replaced) to which the Company or any of the Guarantors its Subsidiaries is a party or by which the Company or any of the Guarantors its Subsidiaries is bound; (6f) the Company must have delivered to the Trustee an Opinion of Counsel to the effect that, (1) assuming no intervening bankruptcy of the Company or any Guarantor between the date of deposit and the 123rd day following the deposit and assuming that no Holder is an "insider" of the Company under applicable bankruptcy law, after the 123rd 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, including Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code, and (2) the creation of the defeasance trust does not violate the Investment Company Act of 1940; (g) the Company must deliver to the Trustee an Officers’ ' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Securities of such Series Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the 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 (7i) the Company must deliver to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof: (1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such SeriesHolders, cash in U.S. United States dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium onand Liquidated Damages, if any, and interest on, if any, on the outstanding Securities of such Series Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Company must specify whether the Securities of such Series Notes are being defeased to such stated date for payment maturity or to a particular redemption date; (2) in the case of an election under Section 8.02 hereof, the Company must deliver has delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or (B) since the date of this Indenture, there has been a change in the applicable 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 Securities of such Series 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; (3) in the case of an election under Section 8.03 hereof, the 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 Securities of such Series 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; (4) no Default or Event of Default shall have occurred and is 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 any similar concurrent deposit relating to other indebtedness), and the granting of liens to secure such borrowingsdeposit); (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 and the agreements governing any other indebtedness being defeased, discharged or replacedIndenture) to which the Company or any of the Guarantors its Subsidiaries is a party or by which the Company or any of the Guarantors its Subsidiaries is bound; (6) the Company must deliver to the Trustee an Officers’ ' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Securities of such Series Notes over the other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others; and (7) the 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 under either Section 8.02 or 8.03 hereofDefeasance: (1a) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such SeriesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal ofof and premium, premium oninterest and Additional Interest, if any, and interest on, if any, on the outstanding Securities of such Series Notes on the stated date for payment thereof Stated Maturity or on the applicable redemption date, as the case may be, and the Company must specify whether the Securities of such Series Notes are being defeased to such stated date for payment Stated Maturity or to a particular redemption date; (2b) in the case of an election under Section 8.02 hereof, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: (A1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or (B2) 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 Securities of such Series 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; (3c) in the case of an election under Section 8.03 hereof, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities of such Series 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; (4d) no Default or Event of Default shall have occurred and is be 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 deposit (and any similar concurrent deposit relating to other indebtedness), and the granting of liens to secure such borrowingsincurrence or within 30 days thereof); (5e) such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture and the agreements governing any other indebtedness being defeased, discharged or replacedIndenture) to which the Company or any of the Guarantors its Restricted Subsidiaries is a party or by which the Company or any of the Guarantors its Restricted Subsidiaries is bound; (6f) the Company must deliver shall have delivered to the Trustee an Opinion of Counsel (which may be based on such solvency certificates or solvency opinions as counsel deems necessary or appropriate) to the effect that 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 Company with the intent of preferring the Holders of Securities of such Series over the any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (7h) the Company must deliver 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 under either Section 8.02 or 8.03 hereofDefeasance: (1a) the Company Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such SeriesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal ofof and premium, premium oninterest and Additional Interest, if any, and interest on, if any, on the outstanding Securities of such Series Notes on the stated date for payment thereof of fixed maturity or on the applicable redemption date, as the case may be, and the Company Issuers must specify whether the Securities of such Series Notes are being defeased to such stated the date for payment of fixed maturity or to a particular redemption date; (2b) in the case of an election under Section 8.02 hereof, the Company must deliver Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: (A1) the Company has Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or (B2) 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 Securities of such Series 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; (3c) in the case of an election under Section 8.03 hereof, the Company must deliver Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities of such Series 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; (4d) no Default or Event of Default shall have occurred and is be 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 deposit incurrence or within 30 days thereof) or insofar as Events of Default described in clause (and h) or (i) of Section 6.01 are concerned, at any similar concurrent deposit relating to other indebtedness), and time in the granting period ending on the 91st day after the day of liens to secure such borrowings)deposit; (5e) such Legal Defeasance or Covenant Defeasance will shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture and the agreements governing any other indebtedness being defeased, discharged or replacedIndenture) to which the Company or any of the Guarantors its Subsidiaries is a party or by which the Company or any of the Guarantors its Subsidiaries is bound; (6f) the Company must deliver Issuers shall have delivered to the Trustee an Opinion of Counsel (which may be based on such solvency certificates or solvency opinions as counsel deems necessary or appropriate) 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 Issuers shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company Issuers with the intent of preferring the Holders of Securities of such Series over the any other creditors of the Company Issuers or with the intent of defeating, hindering, delaying or defrauding any creditors of the Company Issuers or others; and (7h) the Company must deliver 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 under either Section 8.02 or 8.03 hereofDefeasance: (1a) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such SeriesHolders, cash in U.S. United States dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal ofof and premium, premium oninterest and Liquidated Damages, if any, and interest on, if any, on the outstanding Securities of such Series Debentures on the stated date for payment maturity thereof or on the applicable redemption date, as the case may be, and the Company must specify whether the Securities of such Series Debentures are being defeased to such stated date for payment maturity or to a particular redemption date; (2b) in the case of an election under Section 8.02 hereof, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (B) 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 Securities of such Series Debentures 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; (3c) in the case of an election under Section 8.03 hereof, the Company must deliver shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities of such Series Debentures 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; (4d) no Default or Event of Default shall have occurred and is 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 any similar concurrent deposit relating to other indebtedness), and the granting of liens to secure such borrowings); (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation incurrence of, or constitute a default under, any material agreement or instrument (other than this Indenture and the agreements governing any other indebtedness being defeased, discharged or replaced) to which the Company or any of the Guarantors is a party or by which the Company or any of the Guarantors is bound; (6) the Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Securities of such Series over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (7) the Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof: (1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such SeriesHolders, cash in U.S. United States dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium onand Liquidated Damages, if any, and interest on, if any, on the outstanding Securities of such Series Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Company must specify whether the Securities of such Series Notes are being defeased to such stated date for payment Stated Maturity or to a particular redemption date; (2) in the case of an election under Section 8.02 hereof, the Company must deliver has delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or (B) since the date of this Indenture, there has been a change in the applicable 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 Securities of such Series 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; (3) in the case of an election under Section 8.03 hereof, the 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 Securities of such Series 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; (4) no Default or Event of Default shall have occurred and is 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 any similar concurrent deposit relating to other indebtedness), and the granting of liens to secure such borrowingsdeposit); (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 and the agreements governing any other indebtedness being defeased, discharged or replacedIndenture) to which the Company or any of the Guarantors its Subsidiaries is a party or by which the Company or any of the Guarantors its Subsidiaries is bound; (6) the Company must deliver to the Trustee an Officers’ ' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Securities of such Series Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others; and (7) the 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 under either Section 8.02 or 8.03 hereof: (1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of such SeriesHolders, cash in U.S. United States dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium onand Liquidated Damages, if any, and interest on, if any, on the outstanding Securities of such Series Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Company must specify whether the Securities of such Series Notes are being defeased to such stated date for payment maturity or to a particular redemption date; (2) in the case of an election under Section 8.02 hereof, the Company must deliver has delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or (B) since the date of this Indenture, there has been a change in the applicable 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 Securities of such Series 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; (3) in the case of an election under Section 8.03 hereof, the 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 Securities of such Series 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; (4) no Default or Event of Default shall have occurred and is 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 any similar concurrent deposit relating to other indebtedness), and the granting of liens to secure such borrowings)after giving effect thereto; (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 and the agreements governing any other indebtedness being defeased, discharged or replacedIndenture) to which the Company or any of the Guarantors its Subsidiaries is a party or by which the Company or any of the Guarantors its Subsidiaries is bound; (6) the Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Securities of such Series over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (7) the Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.