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 8.2 or 8.3: (1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in dollars or U.S. Government Obligations or a combination thereof in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of and premium, if any and interest, if any, due on the Notes on the stated maturity date or on the applicable redemption date, as the case may be, and the Issuer must specify whether such Notes are being defeased to maturity or to a particular redemption date; provided, that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption. (2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States confirming that, subject to customary assumptions and exclusions: (i) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling; or (ii) since the issuance of the Initial Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States stating that, subject to customary assumptions and exclusions, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit; (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Credit Facilities or any other material agreement or instrument (other than this Indenture) to which, the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith); (6) the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that, as of the date of such opinion and subject to customary assumptions and exclusions, following the deposit, the trust funds will not be subject to the effect of Section 546 or 547 of Title 11 of the United States Code, as amended; (7) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying, defrauding or preferring any creditors of the Issuer; and (8) the Issuer shall have delivered to the Trustee an Officer’s 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 Legal Defeasance or Covenant Defeasance, as the case may be, 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 application of either Section 8.2 8.02 or 8.3Section 8.03 to the outstanding Securities: (1a) the Issuer must The Company shall irrevocably deposit have deposited or cause to be deposited with the TrusteeTrustee (or another trustee satisfying the requirements of Section 7.10 who shall agree to comply with the provisions of this Article Eight applicable to it) as trust funds in trust for the purpose of making the following payments, in trustspecifically pledged as security for, for and dedicated solely to, the benefit of the HoldersHolders of such Securities, (a) cash in U.S. Legal Tender in an amount, or (b) U.S. Government Securities which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, cash in dollars U.S. Legal Tender in an amount, or U.S. Government Obligations or (c) a combination thereof thereof, in such amounts amounts, as will be sufficient, in the opinion of a nationally recognized firm of independent public accountantsaccountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge the principal of and of, premium, if any and interest, if any, due and interest on the Notes outstanding Securities on the stated maturity date Maturity Date or on the applicable redemption date, as the case may be, of such principal or installment of principal, premium, if any, or interest and in accordance with the Issuer must specify whether such Notes are being defeased to maturity or to a particular redemption date; provided, that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes terms of this Indenture and of such Securities; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Securities to said payments with respect to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemptionSecurities. (2b) in In the case of Legal Defeasancean election under Section 8.02, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel in the United States confirming that, subject to customary assumptions and exclusions: that (i) the Issuer Company has received from, or there has been published by, the United States Internal Revenue Service a ruling; or ruling or (ii) since the issuance of the Initial Notesdate hereof, 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 in the United States opinion shall confirm that, subject to customary assumptions and exclusions, the Holders of the outstanding Securities will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3c) in In the case of Covenant Defeasancean election under Section 8.03, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel in to the United States stating that, subject to customary assumptions and exclusions, effect that the Holders of the outstanding Securities will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4d) no No Default or Event of Default (other than that resulting from borrowing funds with respect to be applied to make such deposit and the granting of Liens in connection therewith) Securities shall have occurred and be continuing on the date of such depositdeposit or, insofar as Subsection 6.01(8) or 6.01(9) is concerned, at any time in the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (5e) such Such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Credit Facilities under, this Indenture or any other material agreement or instrument (other than this Indenture) to which, which the Issuer or any Guarantor Company is a party or by which the Issuer or any Guarantor Company is bound (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith)bound; (6f) In the Issuer case of any election under Section 8.02 or 8.03, the Company shall have delivered to the Trustee an Opinion of Counsel stating that, as of the date of such opinion and subject to customary assumptions and exclusions, following the deposit, the trust funds will not be subject to the effect of Section 546 or 547 of Title 11 of the United States Code, as amended; (7) the Issuer shall have delivered to the Trustee an Officer’s Officers’ Certificate stating that the deposit made by the Company pursuant to its election under Section 8.02 or 8.03 was not made by the Issuer Company with the intent of preferring the Holders over other creditors of the Company or with the intent of defeating, hindering, delaying, delaying or defrauding or preferring any creditors of the IssuerCompany or others; and (8) the Issuer g) The Company shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions)Counsel, each stating that all conditions precedent provided for or relating to either the Legal Defeasance under Section 8.02 or the Covenant Defeasance, Defeasance under Section 8.03 (as the case may be, ) have been complied withwith as contemplated by this Section 8.04.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.2 or 8.38.3 hereof: (1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in dollars or Dollars, U.S. Government Obligations Obligations, or a combination thereof thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of and premium, if any and any, interest, if any, due on the Notes issued under this Indenture on the stated maturity date or on the applicable redemption dateRedemption Date, as the case may be, and the Issuer must specify whether such Notes are being defeased to maturity or to a particular redemption dateRedemption Date; provided, that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, as calculated by the Issuer or on behalf of the Issuer by such Person as the Issuer shall designate, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with at least two (2) Business Days before the deposit of such Applicable Premium Deficit Redemption Date that confirms that such Applicable Premium Deficit shall be applied toward such redemption.; (2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in to the United States confirming effect that, subject to customary assumptions and exclusions:; (iA) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling; or (iiB) since the issuance of the Initial such Notes, there has been a change in the applicable U.S. federal income tax law, ; in either case to the effect that, and based thereon such Opinion of Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders beneficial owners of the Notes, in their capacity as beneficial owners of the 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; (3) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in to the United States stating effect that, subject to customary assumptions and exclusions, the Holders beneficial owners of the 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; (4) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit; (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Credit Facilities or any other material agreement or instrument (other than this Indenture) to which, the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith)bound; (6) the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that, as of the date of such opinion and subject to customary assumptions and exclusions, following the deposit, the trust funds will not be subject to the effect of Section 546 or 547 of Title 11 of the United States Code, as amended[reserved]; (7) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating to the effect that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying, defrauding or preferring any creditors of the IssuerIssuer or any Guarantor; and (8) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions), ) each stating to the effect that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant 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 SECTIONS 8.2 or 8.38.3 hereof: (1) the Issuer Company must irrevocably deposit with the Trustee, in trust, for trust (the benefit of the Holders, “Defeasance Trust”) cash in dollars Dollars or U.S. Government Obligations or a combination thereof in such amounts as will be sufficientfor the payment without reinvestment of principal, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of and premium, if any and interest, if any, due and interest on the Notes on the stated maturity date to redemption or on the applicable redemption datematurity, as the case may be, and the Issuer must specify whether such Notes are being defeased to maturity or to a particular redemption date; provided, that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption.; and the Company must specify whether such Notes are being defeased to maturity or to a particular redemption date; (2) in the case of Legal Defeasance, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel in the United States confirming thatCounsel, subject to customary assumptions and exclusionsexclusions confirming that: (i) the Issuer has Company have received from, or there has been published by, the United States Internal Revenue Service a ruling; or (ii) since the issuance of the Initial such Notes, there has been a change in the applicable U.S. federal income tax law, ; in either case to the effect that, and based thereon such Opinion of Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders Holders, in their capacity as Holders, will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, amounts and in the same manner manner, and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel in to the United States stating effect that, subject to customary assumptions and exclusions, the Holders Holders, in their capacity as Holders, will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, amounts and 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 (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit; (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Credit Facilities or any other material agreement or instrument (other than this Indenture) to which, the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith); (6) the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that, as of the date of such opinion and subject to customary assumptions and exclusions, following the deposit, the trust funds will not be subject to the effect of Section 546 or 547 of Title 11 of the United States Code, as amended; (7) the Issuer Company shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer Company with the intent of defeating, hindering, delaying, defrauding or preferring any creditors of the IssuerCompany; and (8) 5) the Issuer Company shall have delivered to the Trustee an Officer’s 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 Legal Defeasance or Covenant Defeasance, as the case may be, 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 8.2 or 8.3with respect to the Notes: (1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the HoldersHolders of the Notes, cash in dollars or U.S. dollars, U.S. dollar-denominated Government Obligations Securities, or a combination thereof thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of and of, premium, if any and interest, if any, and interest due on the Notes on the stated maturity date or on the applicable redemption dateRedemption Date, as the case may be, of such principal, premium, if any, or interest on such Notes and the Issuer must specify whether such Notes are being defeased to maturity or to a particular redemption date; provided, that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemptionRedemption Date. (2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in reasonably acceptable to the United States Trustee confirming that, subject to customary assumptions and exclusions:, (iA) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling; , or (iiB) since the issuance of the Initial Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in reasonably acceptable to the United States stating Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the 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 such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit; (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Senior Credit Facilities Facilities, the Existing Secured Notes, the NXP Notes, the indentures pursuant to which the Existing Secured Notes were issued, the indentures pursuant to which the NXP Notes were issued or any other material agreement or instrument (other than this Indenture) to which, the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness, and the granting of Liens in connection therewith); (6) the Issuer shall have delivered to the Trustee an Opinion of Counsel stating to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions, exclusions 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 Section 546 or 547 of Title 11 of the United States Code) under any applicable U.S. Federal or state law, as amendedand that the Trustee has a perfected security interest in such trust funds for the ratable benefit of the Holders; (7) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying, delaying or defrauding or preferring any creditors of the IssuerIssuer or any Guarantor or others; and (8) the Issuer shall have delivered to the Trustee an Officer’s 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, 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 8.2 or 8.38.3 hereof: (1) the Issuer Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in dollars or Dollars, U.S. Government Obligations Obligations, or a combination thereof thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of and premium, if any and any, interest, if any, due on the Notes issued under this Indenture on the stated maturity date or on the applicable redemption date, as the case may be, and the Issuer must specify whether such Notes are being defeased to maturity or to a particular redemption date; provided, that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption.; (2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in to the United States confirming effect that, subject to customary assumptions and exclusions:; (iA) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling; or (iiB) since the issuance of the Initial such Notes, there has been a change in the applicable U.S. federal income tax law, ; in either case to the effect that, and based thereon such Opinion of Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders beneficial owners of Notes, in their capacity as such, in their capacity as beneficial owners of the 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; (3) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in to the United States stating effect that, subject to customary assumptions and exclusions, the Holders beneficial owners of Notes, in their capacity as such, will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit; (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Credit Facilities or any other material agreement or instrument (other than this Indenture) to which, the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith)bound; (6) the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that, as of the date of such opinion and subject to customary assumptions and exclusions, following the deposit, the trust funds will not be subject Officer’s Certificate to the effect of Section 546 or 547 of Title 11 of the United States Code, as amended; (7) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying, defrauding or preferring any creditors of the IssuerIssuer or any Guarantor or others; and (8) 7) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions), ) each stating to the effect that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

Conditions to Legal or Covenant Defeasance. The following shall be 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 8.2 or 8.3with respect to the Notes: (1) the Issuer Issuers must irrevocably deposit with the Trustee or an agent of the Trustee, in trust, for the benefit of the HoldersHolders of the Notes, cash in dollars or United States dollars, U.S. Government Obligations Obligations, or a combination thereof thereof, in such amounts as will be sufficient, without consideration of any reinvestment of interest, in the opinion of a nationally recognized firm of independent public accountants, a nationally recognized investment bank or a nationally recognized appraisal or valuation firm, to pay the principal of and of, premium, if any and interest, if any, and interest due on the Notes on to the stated maturity date or on to the applicable redemption dateRedemption Date, as the case may be, of such principal, premium, if any, or interest on the Notes and the Issuer must specify whether such the Notes are being defeased to maturity or to a particular redemption dateRedemption Date; provided, provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee or an agent of the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee or an agent of the Trustee on or prior to the date of redemption. Any redemption date; provided further that any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption.; (2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States confirming that, subject to customary assumptions and exclusions:, (iA) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling; , or (iiB) since the original issuance of the Initial Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States stating confirming that, subject to customary assumptions and exclusions, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default (other than that resulting from any borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit; (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under under, the Senior Credit Facilities or any other material agreement or instrument (other than this Indenture) to which, which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make such deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith); (6) the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that, as of the date of such opinion and subject to customary assumptions and exclusions, following the deposit, the trust funds will not be subject to the effect of Section 546 or 547 of Title 11 of the United States Code, as amended; (7) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying, delaying or defrauding or preferring any creditors creditor of the Issuer, any Guarantor or others; and (8) 7) the Issuer shall have delivered to the Trustee an Officer’s 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, as the case may be, have been complied with. Notwithstanding the foregoing, an Opinion of Counsel required by clause (2) of this Section 8.04 with respect to Legal Defeasance need not be delivered if all of the Notes theretofore delivered to the Registrar for cancellation (x) have become due and payable or (y) will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.2 or 8.3with respect to the Notes: (1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in dollars or U.S. dollars, U.S. dollar-denominated Government Obligations Securities, or a combination thereof thereof, in such amounts as will be sufficientsufficient without reinvestment, in the opinion of a nationally recognized firm an Independent Financial Advisor to the extent such amounts consist of independent public accountantsU.S. dollar-denominated Government Securities, to pay the principal of and of, premium, if any and interest, if any, and interest due on the Notes on the stated maturity date or on the applicable redemption dateRedemption Date, as the case may be, and the Issuer must specify whether such the Notes are being defeased to maturity or to a particular redemption dateRedemption Date; provided, provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall will be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated by the Issuer as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption; provided, however, that the Trustee shall have no liability whatsoever in the event that such deposit is not made after the Trustee has discharged this Indenture. Any Applicable Premium Deficit shall will be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall will be applied toward such redemption.; (2) in the case of Legal Defeasance, the Issuer shall will have delivered to the Trustee an Opinion of Counsel in the United States confirming that, subject to customary assumptions and exclusions: (iA) the Issuer has have received from, or there has been published by, the United States Internal Revenue Service a ruling; , or (iiB) since the issuance of the Initial Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel in the United States shall will confirm that, subject to customary assumptions and exclusions, the Holders beneficial owners of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Issuer shall will have delivered to the Trustee an Opinion of Counsel in the United States stating confirming that, subject to customary assumptions and exclusions, the Holders beneficial owners of the 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 such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens and the consummation of other transactions in connection therewith) shall have occurred and be continuing on the date of such deposit; (5) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under the Credit Facilities any material agreement, instrument or any other material agreement or instrument documents (other than this Indenture) to which, which the Issuer or any the Guarantor is a party or by which the Issuer or any the Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit and relating to other Indebtedness to be redeemed, and, in each case, the granting of Liens and the consummation of other transactions in connection therewith); (6) the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that, as of the date of such opinion and subject to customary assumptions and exclusions, following the deposit, the trust funds will not be subject to the effect of Section 546 or 547 of Title 11 of the United States Code, as amended; (7) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying, delaying or defrauding or preferring any creditors of the IssuerIssuer or the Guarantor or others; and (8) 7) the Issuer shall will have delivered to the Trustee an Officer’s 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, as the case may be, have been complied with. Notwithstanding the foregoing, an Opinion of Counsel required by clause (2) of the immediately preceding paragraph with respect to Legal Defeasance need not be delivered if all of the Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable or (ii) will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.2 or 8.3with respect to the Notes: (1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in dollars or Dollars, U.S. Government Obligations Obligations, or a combination thereof thereof, in such amounts as will be sufficientsufficient (to the extent such amounts consist of U.S. Government Obligations, in the opinion of a nationally recognized firm of independent public accountants, investment bank or appraisal firm) to pay the principal of and of, premium, if any and interest, if any, and interest due on the Notes on the stated maturity date or on the applicable redemption dateRedemption Date, as the case may be, of such principal, premium, if any, or interest on the Notes, and the Issuer must specify whether such the Notes are being defeased to maturity or to a particular redemption dateRedemption Date; provided, that upon any redemption that requires the payment of the Applicable Make-Whole Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Make-Whole Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable Make-Whole Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption. Any Applicable The amount of any Make-Whole Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Make-Whole Premium Deficit that confirms that such Applicable Make-Whole Premium Deficit shall be applied toward such redemption.. The Trustee shall have no liability whatsoever in the event that such Make-Whole Premium Deficit is not in fact paid after any Legal Defeasance or Covenant Defeasance; (2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States confirming that, subject to customary assumptions and exclusions: (iA) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling; or (iiB) since the issuance of the Initial Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders beneficial owners of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States stating confirming that, subject to customary assumptions and exclusions, the Holders beneficial owners of the 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 such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens and the consummation of other transactions in connection therewith) shall have occurred and be continuing on the date of such deposit; (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Senior Credit Facilities or any other material agreement agreement, instrument or instrument documents (other than this Indenture) to which, the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit and relating to other Indebtedness, and, in each case, the granting of Liens and the consummation of other transactions in connection therewith); (6) the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that, as of the date of such opinion and subject to customary assumptions and exclusions, following the deposit, the trust funds will not be subject to the effect of Section 546 or 547 of Title 11 of the United States Code, as amended; (7) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying, delaying or defrauding or preferring any creditors of the IssuerIssuer or any Guarantor or others; and (8) 7) the Issuer shall have delivered to the Trustee an Officer’s 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, as the case may be, have been complied with. Notwithstanding the foregoing, any Opinion of Counsel required by the immediately preceding paragraph with respect to Legal Defeasance need not be delivered if all of the Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer. The Collateral will be released from the Lien securing the Notes as provided under Section 13.03 upon a Legal Defeasance or Covenant Defeasance in accordance with the provisions described above.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.2 or 8.38.3 hereof: (1) the Issuer Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in dollars or Dollars, U.S. Government Obligations Obligations, or a combination thereof thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of and premium, if any and any, interest, if any, due on the Notes issued under this Indenture on the stated maturity date or on the applicable redemption date, as the case may be, and the Issuer must specify whether such Notes are being defeased to maturity or to a particular redemption date; provided, that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption.; (2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in to the United States confirming effect that, subject to customary assumptions and exclusions:; (iA) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling; or (iiB) since the issuance of the Initial NotesIssue 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 in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders beneficial owners of the Notes, in their capacity as such, will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in to the United States stating effect that, subject to customary assumptions and exclusions, the Holders beneficial owners of the Notes, in their capacity as such, will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit; (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Credit Facilities or any other material agreement or instrument (other than this Indenture) to which, the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith)bound; (6) the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that, as of the date of such opinion and subject to customary assumptions and exclusions, following the deposit, the trust funds will not be subject Officer’s Certificate to the effect of Section 546 or 547 of Title 11 of the United States Code, as amended; (7) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying, defrauding or preferring any creditors of the IssuerIssuer or any Guarantor or others; and (8) 7) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions), ) each stating to the effect that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 to the outstanding Notes: In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.2 or 8.3with respect to the Notes: (1) the Issuer Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in dollars or U.S. dollars, Government Obligations Securities, or a combination thereof thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, an Independent Financial Advisor (insofar as any Government Securities are so included) to pay the principal of and of, premium, if any and interest, if any, and interest due on the Notes on the stated maturity date or on the applicable redemption date, as the case may be, of such principal, premium, if any, or interest on such Notes and the Issuer Company must specify whether such Notes are being defeased to maturity or to a particular redemption date; provided, provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption.; (2) in the case of Legal Defeasance, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel in reasonably acceptable to the United States Trustee confirming that, subject to customary assumptions and exclusions:, (ia) the Issuer Company has received from, or there has been published by, the United States Internal Revenue Service a ruling; , or (iib) since the issuance of the Initial Notes, there has been a change in the applicable U.S. federal income tax law, ; in either case to the effect that, and based thereon such Opinion of Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel in reasonably acceptable to the United States stating Trustee confirming that, subject to customary assumptions and exclusions, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness, and, in each case the granting of Liens and the consummation of other transactions in connection therewith) shall have occurred and be continuing on the date of such deposit; (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Senior Credit Facilities Agreement or any other material agreement or material instrument (other than this Indenture) to which, the Issuer Company or any Guarantor is a party or by which the Issuer Company or any Guarantor is bound (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens and the consummation of other transactions in connection therewith); (6) the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that, as of the date of such opinion and subject to customary assumptions and exclusions, following the deposit, the trust funds will not be subject to the effect of Section 546 or 547 of Title 11 of the United States Code, as amended; (7) the Issuer Company shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer Company with the intent of defeating, hindering, delaying, delaying or defrauding or preferring any creditors of the IssuerCompany or any Guarantor or others; and (8) 7) the Issuer Company shall have delivered to the Trustee an Officer’s 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, as the case may be, have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause (2) of this Section 8.04 with respect to legal defeasance need not be delivered if all of the Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable within one year or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.2 or 8.3with respect to the Notes: (1a) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in dollars or U.S. dollars, U.S. dollar-denominated Government Obligations Securities, or a combination thereof thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, an Independent Financial Advisor to pay the principal of and of, premium, if any and interest, if any, and interest due on the Notes on the stated maturity date or on the applicable redemption dateRedemption Date, as the case may be, of such principal, premium, if any, or interest on such Notes, and the Issuer must specify whether such Notes are being defeased to maturity or to a particular redemption dateRedemption Date; provided, that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall will be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall will be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall will be applied toward such redemption.; (2b) in the case of Legal Defeasance, the Issuer shall will have delivered to the Trustee an Opinion of Counsel in the United States confirming that, subject to customary assumptions and exclusions: (i) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling; ruling or (ii) since the issuance of the Initial Notes, there has been a change in the applicable U.S. federal income tax law, , (iii) in either case to the effect that, and based thereon such Opinion of Counsel in the United States shall will confirm that, subject to customary assumptions and exclusions, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3c) in the case of Covenant Defeasance, the Issuer shall will have delivered to the Trustee an Opinion of Counsel in the United States stating confirming that, subject to customary assumptions and exclusions, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4d) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens and the consummation of other transactions in connection therewith) shall have occurred and be continuing on the date of such deposit; (5e) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under the Senior Credit Facilities or any other material agreement agreement, instrument or instrument documents (other than this Indenture) to which, the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit and relating to other Indebtedness, and, in each case, the granting of Liens and the consummation of other transactions in connection therewith); (6f) the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that, as of the date of such opinion and subject to customary assumptions and exclusions, following the deposit, the trust funds will not be subject to the effect of Section 546 or 547 of Title 11 of the United States Code, as amended; (7) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying, delaying or defrauding or preferring any creditors of the IssuerIssuer or any Guarantor or others; and (8) g) the Issuer shall will have delivered to the Trustee an Officer’s 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, as the case may be, have been complied with. Notwithstanding the foregoing, an Opinion of Counsel required by the immediately preceding paragraph with respect to Legal Defeasance need not be delivered if all of the Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable or (ii) will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.2 or 8.3Section 8.3 hereof: (1) the Issuer Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in dollars or Dollars, U.S. Government Obligations Obligations, or a combination thereof thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of and premium, if any any, and interest, if any, due on the Notes issued under this Indenture on the stated maturity date or on the applicable redemption date, as the case may be, and the Issuer Company must specify whether such Notes are being defeased to maturity or to a particular redemption date; provided, provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, as calculated by the Company or on behalf of the Company by such Person as the Company shall designate, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with at least two (2) Business Days prior to the deposit of such Applicable Premium Deficit redemption date that confirms that such Applicable Premium Deficit shall be applied toward such redemption.; (2) in the case of Legal Defeasance, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel in to the United States confirming effect that, subject to customary assumptions and exclusions:; (iA) the Issuer Company has received from, or there has been published by, the United States Internal Revenue Service a ruling; or (iiB) since the issuance of the Initial such Notes, there has been a change in the applicable U.S. federal income tax law, ; in either case to the effect that, and based thereon such Opinion of Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders beneficial owners of the Notes, in their capacity as beneficial owners of the 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; (3) in the case of Covenant Defeasance, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel in to the United States stating effect that, subject to customary assumptions and exclusions, the Holders beneficial owners of the 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; (4) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit; (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under under, the Credit Facilities or any other material agreement or instrument (other than this Indenture) to which, which the Issuer Company or any Guarantor is a party or by which the Issuer Company or any Guarantor is bound (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith)bound; (65) the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that, as of the date of such opinion and subject to customary assumptions and exclusions, following the deposit, the trust funds will not be subject to the effect of Section 546 or 547 of Title 11 of the United States Code, as amended; (7) the Issuer Company shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer Company with the intent of defeating, hindering, delaying, defrauding or preferring any creditors of the IssuerCompany or any Guarantor; and (8) 6) the Issuer Company shall have delivered to the Trustee an Officer’s 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 Legal Defeasance or Covenant Defeasance, as the case may be, 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 8.2 or 8.3with respect to the Notes: (1a) the Issuer must Issuers shall irrevocably deposit with the Trustee, in trust, for the benefit of the HoldersHolders of the Notes, cash in dollars or U.S. dollars, U.S. Government Obligations Securities, or a combination thereof thereof, in such amounts amount as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of and of, premium, if any and interest, if any, and interest due on the such Notes on the stated maturity date or on the applicable redemption dateRedemption Date, as the case may be, of such principal, premium, if any, or interest on such Notes and the Issuer Issuers must specify whether such Notes are being defeased to maturity or to a particular redemption dateRedemption Date; provided, provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption Redemption Date (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemptionRedemption Date. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption.; (2b) in the case of Legal Defeasance, the Issuer Issuers shall have delivered to the Trustee an Opinion of Counsel in the United States confirming that, subject to customary assumptions and exclusions: (i) the Issuer has Issuers have received from, or there has been published by, the United States Internal Revenue Service a ruling; , or (ii) since the issuance of the Initial NotesIssue 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 in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders beneficial owners of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3c) in the case of Covenant Defeasance, the Issuer Issuers shall have delivered to the Trustee an Opinion of Counsel in the United States stating confirming that, subject to customary assumptions and exclusions, the Holders beneficial owners of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4d) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit; (5e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under under, the Senior Secured Credit Facilities or any other material agreement or instrument (other than this Indenture) to which, which the Issuer Issuers or any Guarantor is a party or by which the Issuer Issuers or any Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit and relating to other Indebtedness, and, in each case, the granting of Liens in connection therewith); (6f) the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that, as of the date of such opinion and subject to customary assumptions and exclusions, following the deposit, the trust funds will not be subject to the effect of Section 546 or 547 of Title 11 of the United States Code, as amended; (7) the Issuer Issuers shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer Issuers with the intent of defeating, hindering, delaying, delaying or defrauding or preferring any creditors of the IssuerIssuers or any Guarantor or others; and (8) g) the Issuer Issuers shall have delivered to the Trustee an Officer’s 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, as the case may be, have been complied with.

Conditions to Legal or Covenant Defeasance. In order (a) The following shall be the conditions to the exercise of either the Legal Defeasance option under Section 8.02 or the Covenant Defeasance option under either Section 8.2 or 8.38.03 with respect to the Notes: (1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the HoldersHolders of the Notes, cash in dollars or U.S. dollars, for the benefit of the Holders of Notes, non-callable Government Obligations Securities, or a combination thereof of cash in such U.S. dollars, and non-callable Government Securities, in amounts as will be sufficient, in the opinion or based on the report of a nationally recognized investment bank, appraisal firm or firm of independent public accountantsaccountants in the United States, to pay the principal of of, and interest and premium, if any and interest, if any, due on on, the outstanding Notes on the stated maturity date for payment thereof or on the applicable redemption date, as the case may be, and the Issuer must specify whether such the Notes are being defeased to maturity such stated date for payment or to a particular redemption date; provideddate (for the avoidance of doubt, in the case of a defeasance that upon any occurs in connection with a redemption that requires the payment of the Applicable Premiumis to occur on a redemption date pursuant to Section 3.07(b), the amount to be deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated that, as of the date of such deposit, is reasonably deemed sufficient to make the notice redemption payment on the redemption date, in the good-faith determination of redemptionthe Board of Directors of the Issuer pursuant to a resolution of the Board of Directors of the Issuer and as evidenced by an Officer’s Certificate, with any deficit as of the date of in such redemption (any such amount, the “Applicable Premium Deficit”) only payment required to be deposited with the Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption.redemption date); (2) in the case of Legal Defeasance, the Issuer shall have delivered must deliver to the Trustee an Opinion of Counsel in the United States confirming that, subject to customary assumptions and exclusions: that (ia) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling; or ruling or (iib) since the issuance of the Initial NotesIssue 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 in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders will and beneficial owners of the outstanding Notes shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will shall be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Issuer shall have delivered must deliver to the Trustee an Opinion opinion of Counsel in the United States stating that, subject to customary assumptions and exclusions, counsel confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than that a Default or Event of Default resulting from the borrowing of funds to be applied to make such deposit (or the deposit for other Indebtedness that is concurrently being defeased or discharged) and the granting incurrence of Liens any Lien in connection therewithrespect thereof) shall have occurred and be continuing on the date of such deposit; (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Credit Facilities or under, any other material agreement or instrument (other than this Indenture) to which, which the Issuer or any Guarantor Subsidiary of the Issuer is a party or by which the Issuer or any Guarantor Restricted Subsidiary of the Issuer is bound (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith)bound; (65) the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that, as of the date of such opinion and subject to customary assumptions and exclusions, following the deposit, the trust funds will not be subject to the effect of Section 546 or 547 of Title 11 of the United States Code, as amended; (7) the Issuer shall have delivered must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders of Notes over the other creditors of the Issuer with the intent of defeating, hindering, delaying, delaying or defrauding or preferring any creditors of the IssuerIssuer or others; and (8) 6) the Issuer shall have delivered must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions)Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.2 or 8.3with respect to the Notes: (1) the Issuer Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in dollars or U.S. dollars, U.S. dollar-denominated Government Obligations Securities, or a combination thereof thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm an Independent Financial Advisor to the extent such amounts consist of independent public accountantsU.S. dollar-denominated Government Securities, to pay the principal of and of, premium, if any and interest, if any, and interest due on the Notes on the stated maturity date or on the applicable redemption dateRedemption Date, as the case may be, and the Issuer Company must specify whether such Notes are being defeased to maturity or to a particular redemption dateRedemption Date; provided, provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall will be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemptionredemption (it being understood that any Legal Defeasance or Covenant Defeasance shall be subject to the condition subsequent that such Applicable Premium Deficit is in fact paid); provided, further, that the Trustee shall have no liability whatsoever in the event that such Applicable Premium Deficit is not in fact paid after any Legal Defeasance or Covenant Defeasance. Any Applicable Premium Deficit shall will be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with at least two Business Days prior to the deposit date of such Applicable Premium Deficit redemption that confirms that such Applicable Premium Deficit shall will be applied toward such redemption.; (2) in the case of Legal Defeasance, the Issuer shall Company will have delivered to the Trustee an Opinion of Counsel in the United States confirming that, subject to customary assumptions and exclusions: (iA) the Issuer Company has received from, or there has been published by, the United States Internal Revenue Service a ruling; , or (iiB) since the issuance of the Initial Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel in the United States shall will confirm that, subject to customary assumptions and exclusions, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Issuer shall Company will have delivered to the Trustee an Opinion of Counsel in the United States stating confirming that, subject to customary assumptions and exclusions, the Holders of the 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 such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens and the consummation of other transactions in connection therewith) shall have occurred and be continuing on the date of such deposit; (5) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under the Revolving Credit Facilities Facility or any other material agreement agreement, instrument or instrument documents (other than this Indenture) to which, the Issuer Company or any Guarantor is a party or by which the Issuer Company or any Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit and relating to other Indebtedness to be redeemed, and, in each case, the granting of Liens and the consummation of other transactions in connection therewith); (6) the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that, as of the date of such opinion and subject to customary assumptions and exclusions, following the deposit, the trust funds Company will not be subject to the effect of Section 546 or 547 of Title 11 of the United States Code, as amended; (7) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer Company with the intent of defeating, hindering, delaying, delaying or defrauding or preferring any creditors of the IssuerCompany or any Guarantor or others; and (8) 7) the Issuer shall Company will have delivered to the Trustee an Officer’s 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, as the case may be, have been complied with. Notwithstanding the foregoing, an Opinion of Counsel required by clause (2) of the immediately preceding paragraph with respect to Legal Defeasance need not be delivered if all of the Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable or (ii) will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company.

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 8.2 or 8.3with respect to the Notes: (1a) the Issuer must shall irrevocably deposit with the Trustee, in trust, for the benefit of the HoldersHolders of the Notes, cash in dollars or U.S. dollars, U.S. Government Obligations Securities, or a combination thereof thereof, in such amounts amount as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of and of, premium, if any and interest, if any, and interest due on the such Notes on the stated maturity date or on the applicable redemption dateRedemption Date, as the case may be, of such principal, premium, if any, or interest on such Notes and the Issuer must specify whether such Notes are being defeased to maturity or to a particular redemption dateRedemption Date; provided, provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption Redemption Date (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemptionRedemption Date. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption.; (2b) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States confirming that, subject to customary assumptions and exclusions: (i) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling; , or (ii) since the issuance of the Initial NotesIssue 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 in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3c) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States stating confirming that, subject to customary assumptions and exclusions, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4d) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit; (5e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under under, the Senior Secured Credit Facilities Facilities, the Existing Notes or any other material agreement or instrument (other than this Indenture) to which, which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit and relating to other Indebtedness, and, in each case, the granting of Liens in connection therewith); (6) the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that, as of the date of such opinion and subject to customary assumptions and exclusions, following the deposit, the trust funds will not be subject to the effect of Section 546 or 547 of Title 11 of the United States Code, as amended; (7f) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying, delaying or defrauding or preferring any creditors of the IssuerIssuer or any Guarantor or others; and (8) g) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions)Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, 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 of a series: In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.2 or 8.3with respect to the Notes of a series: (1a) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the HoldersHolders of Notes of such series, cash in dollars or U.S. dollars, U.S. Government Obligations Securities, or a combination thereof thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of and of, premium, if any and interest, if any, and interest due on the Notes of such series on the stated maturity date or on the applicable redemption dateRedemption Date, as the case may be, of such principal, premium, if any, or interest on the Notes of such series and the Issuer must specify whether such Notes are being defeased to maturity or to a particular redemption dateRedemption Date; provided, provided that upon any redemption that requires the payment of the Applicable PremiumPremium with respect to any series of Notes, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the such Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption Redemption Date (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemptionRedemption Date. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption.redemption for the applicable series of Notes; (2b) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States confirming that, subject to customary assumptions and exclusions: (i) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling; , or (ii) since the issuance of the Initial NotesIssue 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 in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders beneficial owners of the Notes of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3c) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States stating confirming that, subject to customary assumptions and exclusions, the Holders beneficial owners of the Notes of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4d) no Default or Event of Default with respect to the Notes of such series (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit; (5e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under under, the Senior Secured Credit Facilities or any other material agreement or instrument (other than this Indenture) to which, which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit and relating to other Indebtedness, and, in each case, the granting of Liens in connection therewith); (6) the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that, as of the date of such opinion and subject to customary assumptions and exclusions, following the deposit, the trust funds will not be subject to the effect of Section 546 or 547 of Title 11 of the United States Code, as amended; (7f) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying, delaying or defrauding or preferring any creditors of the IssuerIssuer or any Guarantor or others; and (8) g) the Issuer shall have delivered to the Trustee an Officer’s 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, as the case may be, have been complied with.

Conditions to Legal or Covenant Defeasance. In order (a) The following shall be the conditions to the exercise of either the Legal Defeasance option under Section 8.02 or the Covenant Defeasance option under either Section 8.2 or 8.38.03 with respect to the Notes: (1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in dollars or U.S. dollars, for the benefit of the Holders, non-callable Government Obligations Securities, or a combination thereof of cash in such U.S. dollars, and non-callable Government Securities, in amounts as will be sufficientsufficient (without consideration of reinvestment of interest), in the opinion or based on the report of a nationally recognized investment bank, appraisal firm or firm of independent public accountantsaccountants in the United States, to pay the principal of of, and interest and premium, if any and interest, if any, due on on, the outstanding Notes on the stated maturity date for payment thereof or on the applicable redemption dateRedemption Date, as the case may be, and the Issuer must specify whether such the Notes are being defeased to maturity such stated date for payment or to a particular redemption date; providedRedemption Date (for the avoidance of doubt, in the case of a defeasance that upon any occurs in connection with a redemption that requires the payment of the Applicable Premiumis to occur on a Redemption Date pursuant to Section 3.07(a), the amount to be deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated that, as of the date of such deposit, is reasonably deemed sufficient to make the notice redemption payment on the Redemption Date, in the good-faith determination of redemptionSenior Management of the Issuer and as evidenced by an Officers’ Certificate delivered to the Trustee, with any deficit as of the date of in such redemption (any such amount, the “Applicable Premium Deficit”) only payment required to be deposited with the Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption.Redemption Date); (2) in the case of Legal Defeasance, the Issuer shall have delivered must deliver to the Trustee an Opinion of Counsel in the United States confirming that, subject to customary assumptions and exclusions: that (ia) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling; or ruling or (iib) since the issuance of the Initial NotesIssue 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 in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders will and beneficial owners of the outstanding Notes shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will shall be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Issuer shall have delivered must deliver to the Trustee an Opinion opinion of Counsel in the United States stating that, subject to customary assumptions and exclusions, counsel confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than that a Default or Event of Default resulting from the borrowing of funds to be applied to make such deposit (or the deposit for other Indebtedness that is concurrently being defeased or discharged) and the granting incurrence of Liens any Lien in connection therewithrespect thereof) shall have occurred and be continuing on the date of such deposit; (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Credit Facilities or under, any other material agreement or instrument (other than this Indenture) to which, which the Issuer or any Guarantor Subsidiary of the Issuer is a party or by which the Issuer or any Guarantor Restricted Subsidiary is bound (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith)bound; (65) the Issuer shall have delivered must deliver to the Trustee an Opinion of Counsel stating that, as of the date of such opinion and subject to customary assumptions and exclusions, following the deposit, the trust funds will not be subject to the effect of Section 546 or 547 of Title 11 of the United States Code, as amended; (7) the Issuer shall have delivered to the Trustee an Officer’s Officers’ Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over the other creditors of the Issuer or with the intent of defeating, hindering, delaying, delaying or defrauding or preferring any creditors of the IssuerIssuer or others; and (8) 6) the Issuer shall have delivered must deliver to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions)Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.2 or 8.38.3 hereof: (1) the Issuer Issuers must (i) irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in dollars U.S. Dollars or U.S. Government Obligations or a combination thereof in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of and premium, if any any, and interestinterest (including Additional Amounts, if any, ) due on the Notes issued under this Indenture on the stated maturity date or on the applicable redemption dateRedemption Date, as the case may be, and the Issuer must specify whether such Notes are being defeased to maturity or to a particular redemption date; provided, that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with at least two Business Days prior to the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption., and (ii) specify whether such Notes are being defeased to maturity or to a particular Redemption Date; (2) in the case of Legal Defeasance, the Issuer Issuers shall have delivered to the Trustee Trustee: (A) an Opinion of Counsel in the United States confirming that, subject to customary assumptions and exclusions: , stating that (i) the Issuer Issuers has received from, or there has been published by, the United States Internal Revenue Service a ruling; or ruling or (ii) since the issuance of the Initial such Notes, there has been a change in the applicable U.S. federal income tax law, and in either case to the effect of clause (i) or (ii) stating that, and based thereon such Opinion of Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders beneficial owners of the Notes, in their capacity as holders of the 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 (B) (i) an Opinion of Counsel in Canada, subject to customary assumptions and exceptions, to the effect that, based upon Canadian law then in effect, the holders of the Notes, in their capacity as holders of the Notes, will not recognize income, gain or loss for Canadian federal, provincial or territorial or other tax purposes, as a result of such Legal Defeasance and will be subject to Canadian taxes on the same amounts and in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred or (ii) an advance tax ruling directed to the Trustee received from the Canada Revenue Agency to the same effect as the Opinion of Counsel described in clause (i) above; (3) in the case of Covenant Defeasance, the Issuer Issuers shall have delivered to the Trustee Trustee: (A) an Opinion of Counsel in the United States stating to the effect that, subject to customary assumptions and exclusions, the Holders beneficial owners of the Notes, in their capacity as holders of the 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 (B) (i) an Opinion of Counsel in Canada, subject to customary assumptions and exceptions, to the effect that, based upon Canadian law then in effect, the holders of the Notes, in their capacity as holders of the Notes, will not recognize income, gain or loss for Canadian federal, provincial or territorial or other tax purposes, as a result of such Covenant Defeasance and will be subject to Canadian taxes on the same amounts and in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred or (ii) an advance tax ruling directed to the Trustee received from the Canada Revenue Agency to the same effect as the Opinion of Counsel described in clause (i) above; (4) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit; (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Credit Facilities or any other material agreement or instrument (other than this Indenture) to which, the Issuer, the Co-Issuer or any Guarantor is a party or by which the Issuer, the Co-Issuer or any Guarantor is bound (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith)bound; (6) the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that, as of the date of such opinion and subject to customary assumptions and exclusions, following the deposit, the trust funds will not be subject to the effect of Section 546 or 547 of Title 11 of the United States Code, as amended; (7) the Issuer Issuers shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer Issuers with the intent of defeating, hindering, delaying, defrauding or preferring any creditors of the IssuerIssuers; and (8) 7) the Issuer Issuers shall have delivered to the Trustee an Officer’s 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 Legal Defeasance or Covenant 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 8.2 or 8.38.3 hereof: (1) the Issuer Issuers must irrevocably deposit with the TrusteePaying Agent, in trust, for the benefit of the Holders, cash in dollars or U.S. Dollars, U.S. Government Obligations Obligations, or a combination thereof thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of and of, premium, if any and interest, if any, due and interest on the Notes issued under this Indenture on the stated maturity date or on the applicable redemption date, as the case may be, and the Issuer must specify whether such Notes are being defeased to maturity or to a particular redemption date; provided, provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously substantially concurrently with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption.redemption and must specify whether such Notes are being defeased to maturity or to a particular redemption date; (2) in the case of Legal Defeasance, the Issuer Issuers shall have delivered to the Trustee and the Paying Agent an Opinion of Counsel in the United States confirming that, subject to customary assumptions and exclusions:; (iA) the Issuer has Issuers have received from, or there has been published by, the United States Internal Revenue Service a ruling; or (iiB) since the issuance of the Initial NotesIssue 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 in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders beneficial owners of the 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; (3) in the case of Covenant Defeasance, the Issuer Issuers shall have delivered to the Trustee and the Paying Agent an Opinion of Counsel in the United States stating confirming that, subject to customary assumptions and exclusions, the Holders beneficial owners of the 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; (4) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit; (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Credit Facilities or any other material agreement or instrument (other than this Indenture) to which, the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith); (6) the Issuer Issuers shall have delivered to the Trustee and Paying Agent an Opinion of Counsel stating that, as of the date of such opinion and subject to customary assumptions and exclusions, following the deposit, the trust funds will not be subject to the effect of Section 546 or 547 of Title 11 of the United States Code, as amended, or any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally under any applicable U.S. federal or state law; (75) the Issuer Issuers shall have delivered to the Trustee and Paying Agent an Officer’s Certificate stating that the deposit was not made by the Issuer Issuers with the intent of defeating, hindering, delaying, defrauding or preferring any creditors of the IssuerIssuers; and (8) 6) the Issuer Issuers shall have delivered to the Trustee and Paying Agent an Officer’s 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, 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 8.2 or 8.38.3 hereof: (1) the Issuer must irrevocably deposit with the Trustee, in trusttrust (the “Defeasance Trust”), for the benefit of the Holders, cash in dollars Dollars or U.S. Government Obligations or a combination thereof in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, sufficient to pay the principal of and premium, if any any, and interest, if any, due on the Notes on to, but excluding, the stated maturity date of redemption or on the applicable redemption datematurity, as the case may be, and the Issuer must specify whether such Notes are being defeased to maturity or to a particular redemption date; provided, that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall will be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall will be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall will be applied toward such redemption.; and the Issuer must specify whether such Notes are being defeased to maturity or to a particular redemption date; (2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States confirming that, subject to customary assumptions and exclusions: (iA) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling; or (iiB) since the issuance of the Initial such Notes, there has been a change in the applicable U.S. federal income tax law, ; in either case to the effect stating that, and based thereon such Opinion of Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States stating that, subject to customary assumptions and exclusions, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit[reserved]; (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Credit Facilities or any other material agreement or instrument (other than this Indenture) to which, the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith)[reserved]; (6) the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that, as of the date of such opinion and subject to customary assumptions and exclusions, exclusions following the deposit, the trust funds will not be subject to the effect of Section 546 or 547 of Title 11 of the United States Code, as amended; (7) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying, defrauding or preferring any creditors of the Issuer; and; (8) the Issuer shall have delivered to the Trustee an Officer’s 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 Legal Defeasance or Covenant Defeasance, as the case may be, have been complied with; and (9) with respect to U.S. Government Obligations or a combination of money and U.S. Government Obligations, the Issuer shall have delivered to the Trustee a certificate from an Independent Financial Advisor expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium (if any) and interest on the notes to redemption or maturity, as the case may be.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.2 or 8.38.3 hereof: (1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in dollars or Dollars, U.S. Government Obligations Obligations, or a combination thereof thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of and premium, if any and any, interest, if any, due on the Notes issued under this Indenture on the stated maturity date or on the applicable redemption date, as the case may be, and the Issuer must specify whether such Notes are being defeased to maturity or to a particular redemption date; provided, that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with at least two (2) Business Days prior to the deposit of such Applicable Premium Deficit redemption date that confirms that such Applicable Premium Deficit shall be applied toward such redemption.; (2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in to the United States confirming effect that, subject to customary assumptions and exclusions:; (iA) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling; or (iiB) since the issuance of the Initial such Notes, there has been a change in the applicable U.S. federal income tax law, ; in either case to the effect that, and based thereon such Opinion of Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders beneficial owners of the Notes, in their capacity as beneficial owners of the 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; (3) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in to the United States stating effect that, subject to customary assumptions and exclusions, the Holders beneficial owners of the 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; (4) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit; (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Credit Facilities or any other material agreement or instrument (other than this Indenture) to which, the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith)bound; (6) the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that, as of the date of such opinion and subject to customary assumptions and exclusions, following the deposit, the trust funds will not be subject to the effect of Section 546 or 547 of Title 11 of the United States Code, as amended[reserved]; (7) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating to the effect that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying, defrauding or preferring any creditors of the IssuerIssuer or any Guarantor; and (8) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions), ) each stating to the effect that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

Conditions to Legal or Covenant Defeasance. (a) In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.2 or 8.3with respect to outstanding Notes, as provided for in this Article 8: (1) the Issuer Company must irrevocably deposit have deposited or caused to be deposited with the TrusteeTrustee as trust funds in trust and as agent for the purpose of making the following payments, in trustspecifically pledged as security for, for and dedicated solely to the benefit of the HoldersHolders of such Notes: (A) money in an amount, cash in dollars or (B) U.S. Government Obligations Obligations, which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount or (C) a combination thereof thereof, in such amounts as will be sufficienteach case, sufficient without reinvestment, in the opinion of a nationally recognized firm of independent public accountantsaccountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee to pay and discharge, the entire Debt in respect of the principal of and premium, if any any, and interest, if any, due on the such Notes on the stated maturity Stated Maturity thereof or (if the Company has made irrevocable 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) the redemption date or on the applicable redemption datethereof, as the case may be, and in accordance with the Issuer must specify whether such Notes are being defeased to maturity or to a particular redemption date; provided, that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes terms of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any and such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption.Notes; (2) in the case of Legal Defeasance, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel in the United States confirming that, subject to customary assumptions and exclusions: stating that (iA) the Issuer Company has received from, or there has been published by, the United States Internal Revenue Service a ruling; or ruling or (iiB) since the issuance of the Initial NotesIssue Date, there has been a change in the applicable U.S. United States federal income tax law, in either case (A) or (B) to the effect that, and based thereon such Opinion of Counsel in the United States shall confirm that, the Holders of such Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit, defeasance and discharge to be effected with respect to such Notes and will be subject to customary assumptions United States federal income tax on the same amount, in the same manner and exclusionsat the same times as would be the case if such deposit, Legal Defeasance and discharge of this Indenture were not to occur; (3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such outstanding Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Notes and will be subject to United States federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur; (4) the Company shall have delivered to the Trustee a ruling received from the Canada Revenue Agency or an Opinion of Counsel reasonably acceptable to the Trustee and qualified to practice law in Canada, in each case, to the effect that Holders and beneficial owners of the outstanding Notes will not recognize income, gain or loss for U.S. federal applicable Canadian federal, provincial or territorial income tax or other tax purposes as a result of such Legal Defeasance or Covenant Defeasance, as applicable, and will only be subject to U.S. federal applicable Canadian federal, provincial and territorial income tax and other taxes on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance or Covenant Defeasance, as applicable, had not occurred; (3) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States stating that, subject to customary assumptions and exclusions, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (45) no Default or Event of Default (other than that resulting from borrowing funds with respect to be applied to make such deposit and the granting of Liens in connection therewith) outstanding Notes shall have occurred and be continuing on at the date time of such depositdeposit after giving effect thereto (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien to secure such borrowing); (56) in the event that this Indenture is qualified under the Trust Indenture Act, such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all Notes are in default within the meaning of the Trust Indenture Act); (7) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Credit Facilities or under, any other material agreement or material instrument (other than this Indenture) to which, which the Issuer or any Guarantor Company is a party or by which the Issuer or any Guarantor Company is bound (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith); (6) the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that, as of the date of such opinion and subject to customary assumptions and exclusions, following the deposit, the trust funds will not be subject to the effect of Section 546 or 547 of Title 11 of the United States Code, as amended; (7) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying, defrauding or preferring any creditors of the Issuerbound; and (8) the Issuer Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions)Counsel, each stating that all conditions precedent provided for or relating with respect to such Legal Defeasance or Covenant Defeasance, as the case may be, 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 8.2 or 8.3with respect to the Notes: (1) the Issuer Issuers must irrevocably deposit with the TrusteePaying Agent, in trust, for the benefit of the HoldersHolders of the Notes, cash in dollars or U.S. dollars, Government Obligations Securities, or a combination thereof thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of and of, premium, if any and interest, if any, and interest due on the Notes on the stated maturity date or on the applicable redemption date, as the case may be, of such principal, premium, if any, or interest on such Notes and the Issuer Issuers must specify whether such Notes are being defeased to maturity or to a particular redemption date; provided, that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption.; (2) in the case of Legal Defeasance, the Issuer Issuers shall have delivered to the Trustee (with a copy to the Paying Agent) an Opinion of Counsel in reasonably acceptable to the United States Trustee confirming that, subject to customary assumptions and exclusions:, (ia) the Issuer has Issuers have received from, or there has been published by, the United States Internal Revenue Service a ruling; , or (iib) since the issuance of the Initial Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Issuer Issuers shall have delivered to the Trustee (with a copy to the Paying Agent) an Opinion of Counsel in reasonably acceptable to the United States stating Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the 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; (4) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit; (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Senior Credit Facilities or any other material agreement or instrument (other than this Indenture) to which, any of the Issuer Issuers or any Guarantor is a party or by which any of the Issuer Issuers or any Guarantor is bound (other than that resulting resulting, with respect to any Indebtedness being defeased, from any borrowing of funds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to such Indebtedness, and the granting of Liens in connection therewith); (6) the Issuer Issuers shall have delivered to the Trustee (with a copy to the Paying Agent) an Opinion of Counsel stating to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions, including, that no intervening bankruptcy of the Issuers between the date of deposit and the 91st day following the deposit and assuming that no holder is an “insider” of the Issuers under the applicable bankruptcy law, after the 91st day following the deposit, the trust funds will not be subject to the effect of Section 546 or 547 of Title 11 of the United States Code, as amended; (7) the Issuer Issuers shall have delivered to the Trustee (with a copy to the Paying Agent) an Officer’s Certificate stating that the deposit was not made by the Issuer Issuers with the intent of defeating, hindering, delaying, delaying or defrauding or preferring any creditors of the IssuerIssuers or any Guarantor or others; and (8) the Issuer Issuers shall have delivered to the Trustee (with a copy to the Paying Agent) an Officer’s 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, as the case may be, have been complied with.

Conditions to Legal or Covenant Defeasance. In order The following shall be the conditions to the exercise of either the Legal Defeasance option under Section 8.02 or the Covenant Defeasance option under either Section 8.2 or 8.38.03 with respect to the Notes: (1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in dollars or U.S. Dollars, Government Obligations Securities, or a combination thereof thereof, in such amounts as will be sufficient, as evidenced by an Officers’ Certificate of the Issuer (or, in the case of any deposit of Government Securities, as evidenced by the opinion of a nationally recognized (in Canada or the United States) firm of independent public accountants), to pay the principal of and of, premium, if any and interest, if any, and interest due on the outstanding Notes on the stated maturity date Stated Maturity or on the applicable redemption date, as the case may be, and the Issuer must specify whether such the Notes are being defeased to maturity or to a particular redemption date; provided, that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption.; (2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in reasonably acceptable to the United States Trustee confirming that, subject to customary assumptions and exclusions:, (iA) the Issuer has received from, or there has been published by, the United States U.S. Internal Revenue Service a ruling; , or (iiB) since the issuance of the Initial NotesIssue 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 in the United States shall will confirm that, subject to customary assumptions and exclusions, the Holders beneficial owners of the respective outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in reasonably acceptable to the United States stating Trustee confirming that, subject to customary assumptions and exclusions, the Holders beneficial owners of the respective outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit; (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Senior Credit Facilities Facility or any other material agreement or instrument (other than this Indenture) relating to which, Material Indebtedness of the Issuer or any Guarantor is a party Guarantor; (5) no Event of Default or by which Default relating to Section 6.01(a)(4), Section 6.01(a)(5), Section 6.01(a)(6) or Section 6.01(a)(7) shall have occurred and be continuing on the Issuer or any Guarantor is bound date of such deposit (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith);; and (6) the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that, as of the date of such opinion and subject to customary assumptions and exclusions, following the deposit, the trust funds will not be subject to the effect of Section 546 or 547 of Title 11 of the United States Code, as amended; (7) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying, defrauding or preferring any creditors of the Issuer; and (8) the Issuer shall have delivered to the Trustee an Officer’s 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, as the case may be, have been complied with. In the case of Legal Defeasance only, such Opinion of Counsel must be based on a ruling of the U.S. Internal Revenue Service or other change in applicable U.S. federal income tax law.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.2 or 8.38.3 hereof: (1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in dollars or U.S. dollars, U.S. Government Obligations Obligations, or a combination thereof thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of and premium, if any and any, interest, if any, due on the Notes issued under this Indenture on the stated maturity date or on the applicable redemption date, as the case may be, and the Issuer must specify whether such Notes are being defeased to maturity or to a particular redemption date; provided, that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption; provided that the Trustee shall have no liability whatsoever in the event that such Applicable Premium Deficit is not in fact paid after any legal defeasance or covenant defeasance. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with at least two (2) Business Days prior to the deposit of such Applicable Premium Deficit redemption date that confirms that such Applicable Premium Deficit shall be applied toward such redemption.; (2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in to the United States confirming effect that, subject to customary assumptions and exclusions:; (iA) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling; or (iiB) since the issuance of the Initial such Notes, there has been a change in the applicable U.S. federal income tax law, ; in either case to the effect that, and based thereon such Opinion of Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders beneficial owners of the Notes, in their capacity as beneficial owners of the 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; (3) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States stating that, subject to customary assumptions and exclusions, the Holders beneficial owners of the 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; (4) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit; (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Credit Facilities or any other material agreement or instrument (other than this Indenture) to which, the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith)bound; (6) the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that, as of the date of such opinion and subject to customary assumptions and exclusions, following the deposit, the trust funds will not be subject to the effect of Section 546 or 547 of Title 11 of the United States Code, as amended[reserved]; (7) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating to the effect that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying, defrauding or preferring any creditors of the IssuerIssuer or any Guarantor; and (8) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions), ) each stating to the effect that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, 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 8.2 or 8.3with respect to the Notes: (1a) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the HoldersHolders of Notes, cash in dollars or U.S. dollars, U.S. Government Obligations Securities, or a combination thereof thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of and of, premium, if any and interest, if any, and interest due on the Notes on the stated maturity date or on the applicable redemption dateRedemption Date, as the case may be, of such principal, premium, if any, or interest on the Notes and the Issuer must specify whether such Notes are being defeased to maturity or to a particular redemption dateRedemption Date; provided, provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption Redemption Date (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemptionRedemption Date. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption.; (2b) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States confirming that, subject to customary assumptions and exclusions: (i) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling; , or (ii) since the issuance of the Initial NotesIssue 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 in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders beneficial owners of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3c) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States stating confirming that, subject to customary assumptions and exclusions, the Holders beneficial owners of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4d) no Default or Event of Default with respect to the Notes (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit; (5e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under under, the Senior Secured Credit Facilities or any other material agreement or instrument (other than this Indenture) to which, which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit and relating to other Indebtedness, and, in each case, the granting of Liens in connection therewith); (6) the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that, as of the date of such opinion and subject to customary assumptions and exclusions, following the deposit, the trust funds will not be subject to the effect of Section 546 or 547 of Title 11 of the United States Code, as amended; (7f) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying, delaying or defrauding or preferring any creditors of the IssuerIssuer or any Guarantor or others; and (8) g) the Issuer shall have delivered to the Trustee an Officer’s 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, 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 8.2 or 8.38.3 hereof: (1) the Issuer Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in dollars or U.S. dollars, U.S. Government Obligations Obligations, or a combination thereof thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of and premium, if any and any, interest, if any, due on the Notes issued under this Indenture on the stated maturity date or on the applicable redemption dateRedemption Date, as the case may be, and the Issuer Company must specify whether such Notes are being defeased to maturity or to a particular redemption dateRedemption Date; provided, that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any Redemption Date(any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption. Any Redemption Date; provided, further, that any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with at least two Business Days prior to the deposit of such Applicable Premium Deficit Redemption Date that confirms that such Applicable Premium Deficit shall be applied toward such redemption.; (2) in the case of Legal Defeasance, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel in the United States confirming that, subject to customary assumptions and exclusions:; (iA) the Issuer Company has received from, or there has been published by, the United States Internal Revenue Service a ruling; or (iiB) since the issuance of the Initial such Notes, there has been a change in the applicable U.S. federal income tax law, ; in either case to the effect that, and based thereon such Opinion of Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders, in their capacity as Holders of the 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; (3) in the case of Covenant Defeasance, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating confirming that, subject to customary assumptions and exclusions, the Holders, in their capacity as Holders of the 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; (4) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit; (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Credit Facilities or any other material agreement or instrument (other than this Indenture) to which, the Issuer Company or any Guarantor is a party or by which the Issuer Company or any Guarantor is bound (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith)bound; (6) the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that, as of the date of such opinion and subject to customary assumptions and exclusions, following the deposit, the trust funds will not be subject to the effect of Section 546 or 547 of Title 11 of the United States Code, as amended[reserved]; (7) the Issuer Company shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer Company with the intent of defeating, hindering, delaying, defrauding or preferring any creditors of the IssuerCompany or any Guarantor or others; and (8) the Issuer Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel in the United States (which Opinion of Counsel may be subject to customary assumptions and exclusions), ) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant 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 8.2 or 8.3with respect to the Notes: (1) the Issuer Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in dollars or U.S. dollars, U.S. dollar-denominated Government Obligations Securities, or a combination thereof thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm an Independent Financial Advisor to the extent such amounts consist of independent public accountantsU.S. dollar-denominated Government Securities, to pay the principal of and of, premium, if any and interest, if any, and interest due on the Notes on the stated maturity date or on the applicable redemption dateRedemption Date, as the case may be, and the Issuer Issuers must specify whether such Notes are being defeased to maturity or to a particular redemption dateRedemption Date; provided, provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall will be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemptionredemption (it being understood that any defeasance shall be subject to the condition subsequent that such deficit is in fact paid); provided, however, that the Trustee shall have no liability whatsoever in the event that such deposit is not made after the Trustee has discharged this Indenture. Any Applicable Premium Deficit shall will be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall will be applied toward such redemption.; (2) in the case of Legal Defeasance, the Issuer shall Issuers will have delivered to the Trustee an Opinion of Counsel in the United States confirming that, subject to customary assumptions and exclusions: (iA) the Issuer has Issuers have received from, or there has been published by, the United States Internal Revenue Service a ruling; , or (iiB) since the issuance of the Initial Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel in the United States shall will confirm that, subject to customary assumptions and exclusions, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Issuer shall Issuers will have delivered to the Trustee an Opinion of Counsel in the United States stating confirming that, subject to customary assumptions and exclusions, the Holders of the 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 such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens and the consummation of other transactions in connection therewith) shall have occurred and be continuing on the date of such deposit; (5) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under the Senior Credit Facilities or any other material agreement agreement, instrument or instrument documents (other than this Indenture) to which, the Company or the Co-Issuer or any Guarantor is a party or by which the Company or the Co-Issuer or any Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit and relating to other Indebtedness to be redeemed, and, in each case, the granting of Liens and the consummation of other transactions in connection therewith); (6) the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that, as of the date of such opinion and subject to customary assumptions and exclusions, following the deposit, the trust funds Issuers will not be subject to the effect of Section 546 or 547 of Title 11 of the United States Code, as amended; (7) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer Issuers with the intent of defeating, hindering, delaying, delaying or defrauding or preferring any creditors of the IssuerCompany or the Co-Issuer or any Guarantor or others; and (8) 7) the Issuer shall Issuers will have delivered to the Trustee an Officer’s 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, as the case may be, have been complied with. Notwithstanding the foregoing, an Opinion of Counsel required by clause (2) of the immediately preceding paragraph with respect to Legal Defeasance need not be delivered if all of the Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable or (ii) will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers.

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 8.2 8.2(b) or 8.3Section 8.2(c) hereof to the outstanding Notes: (1a) the Issuer must Issuers shall irrevocably deposit with the Trustee, in trust, for the benefit of the HoldersHolders subject to Legal Defeasance or Covenant Defeasance, cash in dollars or U.S. Legal Tender, U.S. Government Obligations or a combination thereof thereof, in such amounts as will be sufficient, sufficient (without reinvestment) (as determined by the Issuers and certified to the Trustee in the opinion of a nationally recognized firm of independent public accountants, an Officers’ Certificate) to pay the principal of and interest (including premium, if any and interest, if any, due ) on the Notes on the stated maturity date for payment or on the applicable redemption date, as date of the case may be, and the Issuer must specify whether such Notes are being defeased to maturity or to a particular redemption dateNotes; provided, that upon any redemption that requires the payment of the an Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption Redemption Date (any such amount, the “Applicable Make-Whole Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemptionRedemption Date. Any Applicable Make-Whole Premium Deficit shall be set forth in an Officer’s Officers’ Certificate delivered to the Trustee simultaneously with at least one Business Day prior to the deposit of such Applicable Make-Whole Premium Deficit that confirms that such Applicable Make-Whole Premium Deficit shall be applied toward such redemption.. For the avoidance of doubt, the Trustee shall be entitled to conclusively rely on any Officers’ Certificate delivered to it in accordance with this Indenture, shall have no duty to inquire as to or investigate the accuracy of any Officers’ Certificate, verify any statements in any Officers’ Certificate delivered to it. The Trustee shall have no liability to the Issuers, any Holder or any other Person in acting in good faith on an Officers’ Certificate; (2b) in the case of Legal Defeasance, the Issuer Issuers shall have delivered to the Trustee an Opinion of Counsel in the United States of America confirming that, subject to customary assumptions and exclusions: (i1) the Issuer has Issuers have received from, or there has been published by, by the United States Internal Revenue Service Service, a ruling; , or (ii2) since the issuance date of the Initial Notesthis Indenture, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such this Opinion of Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, that the Holders and beneficial owners will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3c) in the case of Covenant Defeasance, the Issuer Issuers shall have delivered to the Trustee an Opinion of Counsel in the United States stating that, subject of America reasonably acceptable to customary assumptions and exclusions, the Trustee confirming that the Holders and beneficial owners will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4d) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such depositdeposit (other than a Default resulting from the borrowing of funds to be applied to such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens on the deposited funds in connection therewith); (5e) such the Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Credit Facilities or any other material agreement or instrument (other than this Indenture) to which, which the Issuer Parent or any Guarantor of its Subsidiaries is a party or by which the Issuer Parent or any Guarantor of its Subsidiaries is bound (other than that resulting any such Default or default relating to any Indebtedness being defeased from any borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to such Indebtedness, and the granting of Liens on the deposited funds in connection therewith); (6f) the Issuer Issuers shall have delivered to the Trustee an Opinion of Counsel stating that, as of the date of such opinion and subject to customary assumptions and exclusions, following the deposit, the trust funds will not be subject to the effect of Section 546 or 547 of Title 11 of the United States Code, as amended; (7) the Issuer shall have delivered to the Trustee an Officer’s Officers’ Certificate stating that the deposit was not made by them with the Issuer intent of preferring the Holders over any other creditors of the Issuers or with the intent of defeating, hindering, delaying, delaying or defrauding any other of their creditors or preferring any creditors of the Issuerothers; and (8) g) the Issuer Issuers shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions)Counsel, each stating that all the conditions precedent provided for or relating to Legal Defeasance or Covenant Defeasancein, in the case of the Officers’ Certificate, clauses (a) through (f), as applicable, and, in the case may beof the Opinion of Counsel, clauses (b), if applicable, and/or (c) and (e) of this Section 8.3 have been complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 9.02 or 9.03 hereof to the outstanding Senior Subordinated Notes: In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.2 or 8.3Defeasance: (1a) the Issuer Company must irrevocably deposit with the TrusteeTrustee or Paying Agent, in trust, for the benefit of the Holders, cash in dollars or U.S. Legal Tender, U.S. Government Obligations which, through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one Business Day before the due date for any payment, money in an amount, or a combination thereof thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, expressed in a written certification thereof delivered to the Trustee, to pay the principal of and of, premium, if any and interest, if any, due and interest on the Senior Subordinated Notes on the stated maturity date for payment thereof or on the applicable redemption date, as the case may be, and the Issuer must specify whether such Notes are being defeased to maturity or to a particular redemption date; provided, that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption.principal or installment of principal of, premium, if any, or interest on the Senior Subordinated Notes; (2b) in the case of Legal Defeasancean election under Section 9.02 hereof, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions: that (iA) the Issuer Company has received from, or there has been published by, the United States Internal Revenue Service a ruling; or ruling or (iiB) since the issuance date of the Initial Notesthis Indenture, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders of the Senior Subordinated Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3c) in the case of Covenant Defeasancean election under Section 9.03 hereof, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that, subject reasonably acceptable to customary assumptions and exclusions, the Trustee confirming that the Holders of the Senior Subordinated Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4d) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the incurrence of Indebtedness all or a portion of the proceeds of which will be used to defease the Senior Subordinated Notes pursuant to this Article Nine concurrently with such incurrence) or insofar as Sections 6.01(6) and 6.01(7) hereof are concerned, shall have occurred at any time in the period ending on the 91st day after the date of such deposit; (5e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture, or a default under the Credit Facilities Senior Indebtedness or any other material agreement or instrument (other than this Indenture) to which, which the Issuer Company or any Guarantor of its Subsidiaries is a party or by which the Issuer Company or any Guarantor of its Subsidiaries is bound (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith)bound; (6f) the Issuer Company shall have delivered to the Trustee an Opinion of Counsel stating that, as of to the date of such opinion and effect that the trust funds established pursuant to this Article Nine will not be subject to customary assumptions any rights of holders of Senior Indebtedness, including, without limitations, those arising under Article Eight of this Indenture, and exclusions, to the effect that after the 91st day following the deposit, the such trust funds will not be subject to the effect of Section 546 any applicable bankruptcy, insolvency, reorganization or 547 of Title 11 of the United States Code, as amendedsimilar laws affecting creditors' rights generally; (7g) the Issuer Company shall have delivered to the Trustee an Officer’s Officers' Certificate stating that the deposit was not made by the Issuer Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying, delaying or defrauding or preferring any other creditors of the Issuer; andCompany; (8) h) the Issuer Company shall have delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions)Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; (i) such Legal Defeasance or Covenant DefeasanceDefeasance shall not cause the Trustee to have a conflicting interest within the meaning of the TIA (assuming for the purpose of this clause (i) that all Senior Subordinated Notes are in default within the meaning of the TIA); and (j) such Legal Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as the case may beamended, have been complied withunless such trust shall be registered under such act or exempt from registration thereunder.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.2 8.02 or 8.38.03 hereof: (1a) the Issuer Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in dollars or U.S. dollars, non-callable Government Obligations Securities, or a combination thereof thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized an accounting, appraisal or investment banking firm of independent public accountantsnational standing, to pay the principal of and of, premium, if any any, on, and interest, if any, due on on, the outstanding Notes on the stated maturity date for payment thereof or on the applicable redemption date, as the case may be, and the Issuer Company must specify whether such the Notes are being defeased to maturity such stated date for payment or to a particular redemption date; provideddate (provided that if such redemption is made as provided in Section 3.07(a), (x) the amount of cash in U.S. dollars, non-callable Government Securities, or a combination thereof, that upon any redemption that requires the payment of the Applicable Premium, the amount must be irrevocably deposited shall will be sufficient for purposes of this Indenture to the extent that determined using an amount is deposited with the Trustee equal to the assumed Applicable Premium calculated as of the date of such deposit and (y) the notice of redemption, with any deficit as of the date of redemption depositor must irrevocably deposit or cause to be deposited additional money (any such amount, the “Applicable Premium Deficit”) only required in trust on the redemption date as necessary to pay the Applicable Premium as determined on such date (it being understood that any defeasance shall be deposited with the Trustee on or prior subject to the date of redemption. Any condition subsequent that each Applicable Premium Deficit is in fact paid); provided any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption.; provided, further, that the Trustee shall have no liability whatsoever in the event that such Applicable Premium Deficit is not in fact paid after any defeasance); (2b) in the case of Legal Defeasancean election under Section 8.02 hereof, the Issuer shall have delivered Company must deliver to the Trustee an Opinion of Counsel in the United States confirming that, subject to customary assumptions and exclusions: (i1) the Issuer Company has received from, or there has been published by, the United States Internal Revenue Service a ruling; or (ii2) since the issuance of the Initial NotesIssue 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 in the United States shall will confirm that, subject to customary assumptions and exclusions, the Holders Beneficial Owners of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3c) in the case of Covenant Defeasancean election under Section 8.03 hereof, the Issuer shall have delivered Company must deliver to the Trustee an Opinion of Counsel in confirming that the United States stating that, subject to customary assumptions and exclusions, Beneficial Owners of the Holders outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4d) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) shall have has occurred and be is continuing on the date of such depositdeposit (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); (5e) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under the Credit Facilities or under, any other material agreement or instrument (other than this IndentureIndenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which, which the Issuer Company or any Guarantor of its Subsidiaries is a party or by which the Issuer Company or any Guarantor of its Subsidiaries is bound (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith)bound; (6f) the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that, as of the date of such opinion and subject to customary assumptions and exclusions, following the deposit, the trust funds will not be subject to the effect of Section 546 or 547 of Title 11 of the United States Code, as amended; (7) the Issuer shall have delivered Company must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer Company with the intent of preferring the Holders of the Notes over the other creditors of the Company with the intent of defeating, hindering, delaying, delaying or defrauding or preferring any creditors of the IssuerCompany or others; and (8) g) the Issuer shall have delivered Company must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions)Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.2 or 8.3with respect to the Notes: (1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in dollars or U.S. Euros, Euro Government Obligations Obligations, or a combination thereof thereof, in such amounts as will be sufficientsufficient (to the extent such amounts consist of Euro Government Obligations, in the opinion of a nationally recognized firm of independent public accountants, investment bank or appraisal firm) to pay the principal of and of, premium, if any and interest, if any, and interest due on the Notes on the stated maturity date or on the applicable redemption dateRedemption Date, as the case may be, of such principal, premium, if any, or interest on such Notes, and the Issuer must specify whether such Notes are being defeased to maturity or to a particular redemption dateRedemption Date; provided, that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption. Any The amount of any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption.; (2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States confirming that, subject to customary assumptions and exclusions: (iA) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling; or (iiB) since the issuance of the Initial Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders beneficial owners of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States stating confirming that, subject to customary assumptions and exclusions, the Holders beneficial owners of the 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 such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens and the consummation of other transactions in connection therewith) shall have occurred and be continuing on the date of such deposit; (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Senior Credit Facilities or any other material agreement agreement, instrument or instrument documents (other than this Indenture) to which, the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit and relating to other Indebtedness, and, in each case, the granting of Liens and the consummation of other transactions in connection therewith); (6) the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that, as of the date of such opinion and subject to customary assumptions and exclusions, following the deposit, the trust funds will not be subject to the effect of Section 546 or 547 of Title 11 of the United States Code, as amended; (7) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying, delaying or defrauding or preferring any creditors of the IssuerIssuer or any Guarantor or others; and (8) 7) the Issuer shall have delivered to the Trustee an Officer’s 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, as the case may be, have been complied with. Notwithstanding the foregoing, any Opinion of Counsel required by the immediately preceding paragraph with respect to Legal Defeasance need not be delivered if all of the Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.2 or 8.38.3 hereof: (1) the Issuer Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in dollars or U.S. dollars, U.S. Government Obligations Obligations, or a combination thereof thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of and premium, if any and any, interest, if any, due on the Notes issued under this Indenture on the stated maturity date or on the applicable redemption dateRedemption Date, as the case may be, and the Issuer Company must specify whether such Notes are being defeased to maturity or to a particular redemption dateRedemption Date; provided, that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any Redemption Date(any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption. Any Redemption Date; provided, further, that any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with at least two Business Days prior to the deposit of such Applicable Premium Deficit Redemption Date that confirms that such Applicable Premium Deficit shall be applied toward such redemption.; (2) in the case of Legal Defeasance, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel in the United States confirming that, subject to customary assumptions and exclusions:; (iA) the Issuer Company has received from, or there has been published by, the United States Internal Revenue Service a ruling; or (iiB) since the issuance of the Initial such Notes, there has been a change in the applicable U.S. federal income tax law, ; in either case to the effect that, and based thereon such Opinion of Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the beneficial owners, in their capacity as Holders of the 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; (3) in the case of Covenant Defeasance, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating confirming that, subject to customary assumptions and exclusions, the Holders, in their capacity as Holders of the 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; (4) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit; (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Credit Facilities or any other material agreement or instrument (other than this Indenture) to which, the Issuer Company or any Guarantor is a party or by which the Issuer Company or any Guarantor is bound (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith)bound; (6) the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that, as of the date of such opinion and subject to customary assumptions and exclusions, following the deposit, the trust funds will not be subject to the effect of Section 546 or 547 of Title 11 of the United States Code, as amended[reserved]; (7) the Issuer Company shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer Company with the intent of defeating, hindering, delaying, defrauding or preferring any creditors of the IssuerCompany or any Guarantor or others; and (8) the Issuer Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel in the United States (which Opinion of Counsel may be subject to customary assumptions and exclusions), ) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

Conditions to Legal or Covenant Defeasance. The following shall be 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 8.2 or 8.3with respect to the Notes: (1) the Issuer must irrevocably deposit with the Trustee or an agent of the Trustee, in trust, for the benefit of the HoldersHolders of the Notes, cash in dollars or U.S. dollars, U.S. Government Obligations Obligations, or a combination thereof thereof, in such amounts as will be sufficient, without consideration of any reinvestment of interest, in the opinion of a nationally recognized firm of independent public accountants, a nationally recognized investment bank or a nationally recognized appraisal or valuation firm, to pay the principal of and of, premium, if any and interest, if any, and interest due on the Notes on to the stated maturity date or on to the applicable redemption dateRedemption Date, as the case may be, of such principal, premium, if any, or interest on the Notes and the Issuer must specify whether such the Notes are being defeased to maturity or to a particular redemption dateRedemption Date; providedprovided that, that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee or an agent of the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee or an agent of the Trustee on or prior to the date of redemptionredemption date. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption.; (2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States confirming that, subject to customary assumptions and exclusions:, (iA) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling; , or (iiB) since the original issuance of the Initial Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States stating confirming that, subject to customary assumptions and exclusions, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default (other than that resulting from any borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit; (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under under, the Senior Credit Facilities or any other material agreement or instrument (other than this Indenture) to which, which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make such deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith); (6) the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that, as of the date of such opinion and subject to customary assumptions and exclusions, following the deposit, the trust funds will not be subject to the effect of Section 546 or 547 of Title 11 of the United States Code, as amended; (7) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying, delaying or defrauding or preferring any creditors creditor of the Issuer, any Guarantor or others; and (8) 7) the Issuer shall have delivered to the Trustee an Officer’s 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, as the case may be, have been complied with. Notwithstanding the foregoing, an Opinion of Counsel required by clause (2) of this Section 8.04 with respect to Legal Defeasance need not be delivered if all of the Notes theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer.

Conditions to Legal 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 8.2 or 8.3with respect to the Notes: (1) the Issuer Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the HoldersHolders of the Notes, cash in dollars or U.S. dollars, U.S. dollar-denominated Government Obligations Securities, or a combination thereof thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, investment bank or appraisal firm, to pay the principal of and of, premium, if any and interest, if any, and interest due on the Notes on the stated maturity date or on the applicable redemption dateRedemption Date, as the case may be, of such principal, premium, if any, or interest on such Notes and the Issuer Issuers must specify whether such Notes are being defeased to maturity or to a particular redemption dateRedemption Date; provided, that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption.; (2) in the case of Legal Defeasance, the Issuer Issuers shall have delivered to the Trustee an Opinion of Counsel in the United States confirming that, subject to customary assumptions and exclusions: (iA) the Issuer has Issuers have received from, or there has been published by, the United States Internal Revenue Service a ruling; ruling or (iiB) since the issuance of the Initial Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders beneficial owners of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Issuer Issuers shall have delivered to the Trustee an Opinion of Counsel in the United States stating confirming that, subject to customary assumptions and exclusions, the Holders beneficial owners of the 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; (4) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit; (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Credit Facilities or any other material agreement or instrument (other than this Indenture) to which, any of the Issuer Issuers or any Guarantor is a party or by which any of the Issuer Issuers or any Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit and relating to other Indebtedness, and, in each case, the granting of Liens in connection therewith); (6) the Issuer Issuers shall have delivered to the Trustee an Opinion of Counsel stating to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions, exclusions following the deposit, the trust funds will not be subject to the effect of Section 546 or 547 of Title 11 of the United States Code, as amended; (7) the Issuer Issuers shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer Issuers with the intent of defeating, hindering, delaying, delaying or defrauding or preferring any creditors of the IssuerIssuers or any Guarantor or others; and (8) the Issuer Issuers shall have delivered to the Trustee an Officer’s 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, as the case may be, have been complied with. Notwithstanding the foregoing, an Opinion of Counsel required by the immediately preceding paragraph with respect to Legal Defeasance need not be delivered if all of the Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable within one year or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers. All of the Collateral will be released from the Lien securing the Notes, as provided under Section 5.04 hereof, upon a Legal Defeasance or Covenant Defeasance in accordance with the provisions described above.

Conditions to Legal or Covenant Defeasance. The following shall be 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 8.2 or 8.3with respect to the Notes: (1) the Issuer must irrevocably deposit with the Trustee or an agent of the Trustee, in trust, for the benefit of the HoldersHolders of the Notes, cash in dollars or United States dollars, U.S. Government Obligations Obligations, or a combination thereof thereof, in such amounts as will be sufficient, without consideration of any reinvestment of interest, in the opinion of a nationally recognized firm of independent public accountants, a nationally recognized investment bank or a nationally recognized appraisal or valuation firm, to pay the principal of and of, premium, if any and interest, if any, and interest due on the Notes on to the stated maturity date or on to the applicable redemption dateRedemption Date, as the case may be, of such principal, premium, if any, or interest on the Notes and the Issuer must specify whether such the Notes are being defeased to maturity or to a particular redemption dateRedemption Date; provided, provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee or an agent of the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee or an agent of the Trustee on or prior to the date of redemption. Any redemption date; provided further that any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption.; (2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States confirming that, subject to customary assumptions and exclusions:, (iA) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling; , or (iiB) since the original issuance of the Initial Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States stating confirming that, subject to customary assumptions and exclusions, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default (other than that resulting from any borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit; (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under under, the Senior Credit Facilities or any other material agreement or instrument (other than this Indenture) to which, which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make such deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith); (6) the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that, as of the date of such opinion and subject to customary assumptions and exclusions, following the deposit, the trust funds will not be subject to the effect of Section 546 or 547 of Title 11 of the United States Code, as amended; (7) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying, delaying or defrauding or preferring any creditors creditor of the Issuer, any Guarantor or others; and (8) 7) the Issuer shall have delivered to the Trustee an Officer’s 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, as the case may be, have been complied with. Notwithstanding the foregoing, an Opinion of Counsel required by clause (2) of this Section 8.04 with respect to Legal Defeasance need not be delivered if all of the Notes theretofore delivered to the Registrar for cancellation (x) have become due and payable or (y) will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.2 or 8.3with respect to the Notes: (1) the Issuer Company must irrevocably deposit with the Trustee, in trust, for the benefit of the HoldersHolders of the Notes, cash in dollars or U.S. dollars, U.S. Government Obligations Obligations, or a combination thereof thereof, in such amounts as will be sufficientsufficient (without consideration of any reinvestment of interest), in the opinion of a nationally recognized firm of independent public accountants, accountants to pay the principal of and of, premium, if any and interest, if any, due and interest on the outstanding Notes on the stated maturity date Stated Maturity or on the applicable redemption dateRedemption Date, as the case may be, and the Issuer Company must specify whether such the Notes are being defeased to maturity or to a particular redemption dateRedemption Date; provided, that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption.; (2) in the case of Legal Defeasance, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel in the United States confirming that, subject to customary assumptions and exclusions: (iA) the Issuer Company has received from, or there has been published by, the United States Internal Revenue Service a ruling; ruling or (iiB) since the issuance of the Initial Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating confirming that, subject to customary assumptions and exclusions, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit; (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Credit Facilities Agreement or any other material agreement or instrument (other than this Indenture) to which, the Issuer Company or any Subsidiary Guarantor is a party or by which the Issuer Company or any Subsidiary Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit and relating to other Indebtedness, and, in each case, the granting of Liens in connection therewith); (6) the Issuer Company shall have delivered to the Trustee an Opinion of Counsel stating to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions, exclusions following the deposit, the trust funds will not be subject to the effect of Section 546 or 547 of Title 11 of the United States Code, as amended; (7) the Issuer Company shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer Company with the intent of defeating, hindering, delaying, delaying or defrauding or preferring any creditors of the IssuerCompany or any Subsidiary Guarantor or others; and (8) the Issuer shall have delivered Company must deliver to the Trustee an Officer’s 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, as the case may be, Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.2 or Section 8.3: (1) the Issuer must irrevocably deposit have deposited or caused to be deposited with the TrusteeTrustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefits of the Holders of (A) money in an amount, or (B) U.S. government obligations, which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount or (C) a combination thereof, in trust, for the benefit of the Holders, cash in dollars or U.S. Government Obligations or a combination thereof in such amounts as will be sufficienteach case sufficient without reinvestment, in the opinion of a nationally recognized firm of independent public accountantsaccountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee to pay and discharge, the entire indebtedness in respect of the principal of and premium, if any and interest, if any, due and interest on the such Notes on the stated maturity Stated Maturity thereof or (if the Issuer has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Issuer) the redemption date or on the applicable redemption datethereof, as the case may be, and in accordance with the Issuer must specify whether such Notes are being defeased to maturity or to a particular redemption date; provided, that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes terms of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any and such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption.Notes; (2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States confirming thatCounsel, subject to customary assumptions and exclusions: , stating that (iA) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling; or ruling or (iiB) since the issuance date of the Initial Notesthis Indenture, there has been a change in the applicable U.S. federal income tax lawlaw (whether by statute or judicial precedent), in either case (A) or (B) to the effect that, and based thereon such Opinion of Counsel in the United States opinion shall confirm that, subject to customary assumptions and exclusions, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the deposit, defeasance and discharge to be effected with respect to such Legal Defeasance Notes and will be subject to U.S. federal income tax on the same amountsamount, in the same manner and at the same times as would have been be the case if such Legal Defeasance had deposit, defeasance and discharge were not occurredto occur; (3) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States stating thatCounsel, subject to customary assumptions and exclusions, to the effect that the Holders of such outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the deposit and covenant defeasance to be effected with respect to such Covenant Defeasance Notes and will be subject to U.S. federal income tax on the same amountsamount, in the same manner and at the same times as would have been be the case if such deposit and Covenant Defeasance had were not occurredto occur; (4) no Default or Event of Default (other than that resulting from borrowing funds with respect to be applied to make such deposit and the granting of Liens in connection therewith) outstanding Notes shall have occurred and be continuing on at the date time of such depositdeposit after giving effect thereto (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien to secure such borrowing); (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Credit Facilities or under, any other material agreement or material instrument (other than this Indenture) to which, which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than that resulting from borrowing of funds to be applied to make such deposit and the granting grant of Liens in connection therewithany Lien to secure such borrowing);; and (6) the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel stating thatCounsel, as of the date of such opinion and subject to customary assumptions and exclusions, following the deposit, the trust funds will not be subject to the effect of Section 546 or 547 of Title 11 of the United States Code, as amended; (7) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying, defrauding or preferring any creditors of the Issuer; and (8) the Issuer shall have delivered to the Trustee an Officer’s 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 with respect to such Legal Defeasance or Covenant Defeasance, as the case may be, Defeasance have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause (2) above with respect to a Legal Defeasance need not to be delivered if all Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable, or (y) will become due and payable at Stated Maturity within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer.

Conditions to Legal 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 8.2 or 8.3with respect to the Notes: (1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the HoldersHolders of the Notes, cash in dollars or U.S. dollars, U.S. dollar-denominated Government Obligations Securities, or a combination thereof thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of and of, premium, if any and interest, if any, and interest due on the Notes on the stated maturity date or on the applicable redemption dateRedemption Date, as the case may be, of such principal, premium, if any, or interest on such Notes and the Issuer must specify whether such Notes are being defeased to maturity or to a particular redemption date; provided, that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemptionRedemption Date. (2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in reasonably acceptable to the United States Trustee confirming that, subject to customary assumptions and exclusions:, (iA) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling; , or (iiB) since the issuance of the Initial Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in reasonably acceptable to the United States stating Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the 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 such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit; (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Senior Credit Facilities Facilities, the Existing Secured Notes, the Existing Senior Notes, the Existing Senior Subordinated Notes, the indenture pursuant to which the Existing Secured Notes were issued, the indenture pursuant to which the Existing Senior Notes were issued, the indenture pursuant to which the Existing Senior Subordinated Notes were issued or any other material agreement or instrument (other than this Indenture) to which, the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness, and the granting of Liens in connection therewith); (6) the Issuer shall have delivered to the Trustee an Opinion of Counsel stating to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions, exclusions 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 Section 546 or 547 of Title 11 of the United States Code) under any applicable U.S. Federal or state law, as amendedand that the Trustee has a perfected security interest in such trust funds for the ratable benefit of the Holders; (7) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying, delaying or defrauding or preferring any creditors of the IssuerIssuer or any Guarantor or others; and (8) the Issuer shall have delivered to the Trustee an Officer’s 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, as the case may be, 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 8.2 8.02 or 8.38.03 to the outstanding Notes: (1a) the Issuer Company must irrevocably deposit or cause to be deposited with the Trustee, Trustee as trust funds in trust, trust solely for the benefit of the Holders, cash in dollars or U.S. dollars, Government Obligations Securities, or a combination thereof thereof, in such amounts as will be sufficient, in the opinion sufficient without consideration of a nationally recognized firm any reinvestment of independent public accountants, interest to pay the principal of and premium, if any and interest, if any, and interest due on the Notes on to the stated date of maturity date or on the applicable redemption dateredemption, as the case may be, of such principal, premium, if any, or interest on such Notes and the Issuer Company must specify whether such Notes are being defeased to maturity or to a particular redemption dateRedemption Date; provided, provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption applicable Redemption Date (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemptionapplicable Redemption Date. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption. (2b) in the case of Legal Defeasance, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel in the United States confirming that, subject to customary assumptions and exclusions:, (i1) the Issuer Company has received from, or there has been published by, the United States U.S. Internal Revenue Service a ruling; , or (ii2) since the issuance of the Initial Notes, there has been a change in the applicable U.S. federal income tax law, ; in either case to the effect that, and based thereon such Opinion of Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders beneficial owners will not recognize income, gain or loss for U.S. federal income tax purposes purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3c) in the case of Covenant Defeasance, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating confirming that, subject to customary assumptions and exclusions, the Holders beneficial owners will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4d) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness, and, in each case the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit; (5e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Credit Facilities or under, any other material agreement or material instrument (other than this Indenture) to which, which the Issuer Company or any Guarantor is a party or by which the Issuer Company or any Guarantor is bound (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith); (6f) the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that, as of the date of such opinion and subject to customary assumptions and exclusions, following the deposit, the trust funds will not be subject to the effect of Section 546 or 547 of Title 11 of the United States Code, as amended; (7) the Issuer Company shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer Company with the intent of defeating, hindering, delaying, delaying or defrauding or preferring any creditors of the IssuerCompany or any Guarantor or others; and (8) g) the Issuer Company shall have delivered to the Trustee an Officer’s 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, as the case may be, have been complied with.

Conditions to Legal or Covenant Defeasance. In order (a) The following shall be the conditions to the exercise of either the Legal Defeasance option under Section 8.02 or the Covenant Defeasance option under either Section 8.2 or 8.38.03 with respect to the Notes: (1) the Issuer Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in dollars or U.S. dollars, U.S. dollar-denominated Government Obligations Securities, or a combination thereof thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm an Independent Financial Advisor to the extent such amounts consist of independent public accountantsU.S. dollar-denominated Government Securities, to pay the principal of and of, premium, if any and interest, if any, and interest due on the Notes on the stated maturity date or on the applicable redemption dateRedemption Dates, as the case may be, and the Issuer Issuers must specify whether such Notes are being defeased to maturity or to a particular redemption dateRedemption Date; provided, provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall will be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee Paying Agent equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee Paying Agent on or prior to the date of redemption. Any Applicable Premium Deficit shall will be set forth in an Officer’s Certificate delivered to the Trustee and the Paying Agent simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall will be applied toward such redemption.; (2) in the case of Legal Defeasance, the Issuer shall Issuers will have delivered to the Trustee an Opinion of Counsel in the United States confirming that, subject to customary assumptions and exclusions: (iA) the Issuer has Issuers have received from, or there has been published by, the United States U.S. Internal Revenue Service a ruling; , or (iiB) since the issuance of the Initial Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel in the United States shall will confirm that, subject to customary assumptions and exclusions, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Issuer shall Issuers will have delivered to the Trustee an Opinion of Counsel in the United States stating confirming that, subject to customary assumptions and exclusions, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens and the consummation of other transactions in connection therewith) shall will have occurred and be continuing on the date of such deposit; (5) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under the Revolving Credit Facilities Facility or any other material agreement agreement, instrument or instrument documents (other than this Indenture) to which, the Issuer Issuers or any Guarantor is a party or by which the Issuer Issuers or any Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit and relating to other Indebtedness to be redeemed, and, in each case, the granting of Liens and the consummation of other transactions in connection therewith); (6) the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that, as of the date of such opinion and subject to customary assumptions and exclusions, following the deposit, the trust funds Issuers will not be subject to the effect of Section 546 or 547 of Title 11 of the United States Code, as amended; (7) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer Issuers with the intent of defeating, hindering, delaying, delaying or defrauding or preferring any creditors of the IssuerIssuers or any Guarantor or others; and (8) 7) the Issuer shall Issuers will have delivered to the Trustee an Officer’s 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, as the case may be, have been complied with. Notwithstanding the foregoing, an Opinion of Counsel required by clause (2) of Section 8.04(a) with respect to legal defeasance need not be delivered if all of the Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable or (ii) will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers.

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 of a series. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.2 or 8.3Defeasance: (1a) the Issuer Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, (i) cash in dollars United States dollars, (ii) non-callable Government Obligations, or U.S. Government Obligations or (c) a combination thereof thereof, in such amounts as will shall be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of and of, premium, if any and interest, if any, due and interest on the outstanding Notes of that series on the stated maturity date for payment thereof or on the applicable redemption date, as the case may be, and any mandatory sinking fund payments or analogous payments applicable to the Issuer outstanding Notes on the day on which those payments are due and payable, provided that the Issuers must specify whether such the Notes are being defeased to maturity Maturity or to a particular redemption date; provided, that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture date and must deliver to the extent that an amount is deposited with Trustee irrevocable instructions to apply the Trustee equal proceeds of any Government Obligations to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only payments required to be deposited with the Trustee on or prior made to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption. (2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States confirming that, subject to customary assumptions and exclusions: (i) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling; or (ii) since the issuance of the Initial those Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States stating that, subject to customary assumptions and exclusions, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit; (5b) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Credit Facilities or under, this Indenture and any other material agreement or instrument (other than this Indenture) to which, which the Issuer Issuers or any Guarantor of their Restricted Subsidiaries is a party or by which the Issuer Issuers or any Guarantor of their Restricted Subsidiaries is bound (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith)bound; (6c) such Legal Defeasance or Covenant Defeasance shall comply with any additional or substitute terms, conditions or limitations set forth in any Supplemental Indenture hereto; (d) the Issuer Issuers shall have delivered to the Trustee an Opinion of Counsel stating that, as of the date of such opinion and subject to customary assumptions and exclusions, following the deposit, the trust funds will not be subject to the effect of Section 546 or 547 of Title 11 of the United States Code, as amended; (7) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying, defrauding or preferring any creditors of the Issuer; and (8) the Issuer shall have delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions)Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.2 8.02 or 8.38.03 hereof: (1a) the Issuer Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in dollars or U.S. dollars, non-callable Government Obligations Securities, or a combination thereof thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized an accounting, appraisal or investment banking firm of independent public accountantsnational standing (in the case of non-callable Government Securities), to pay the principal of and of, premium, if any any, on, and interest, if any, due on on, the outstanding Notes on the stated maturity date for payment thereof or on the applicable redemption date, as the case may be, and the Issuer Company must specify whether such the Notes are being defeased to maturity such stated date for payment or to a particular redemption date; provided, date (provided that upon any if such redemption that requires the payment of the an Applicable Premium, Premium (x) the amount of cash in U.S. dollars, non-callable Government Securities, or a combination thereof, that must be irrevocably deposited shall will be sufficient for purposes of this Indenture to the extent that determined using an amount is deposited with the Trustee equal to the assumed Applicable Premium calculated as of the date of such deposit and (y) the notice of redemption, with any deficit as of the date of redemption depositor must irrevocably deposit or cause to be deposited additional money (any such amount, the “Applicable Premium Deficit”) only required in trust on the redemption date as necessary to pay such Applicable Premium as determined on such date (it being understood that any defeasance shall be deposited with the Trustee on or prior subject to the date of redemption. Any condition subsequent that such Applicable Premium Deficit is in fact paid); provided any Applicable Premium Deficit shall be set forth in an Officer’s Officers’ Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption.; provided further, that the Trustee shall have no liability whatsoever in the event that such Applicable Premium Deficit is not in fact paid after any defeasance); (2b) in the case of Legal Defeasancean election under Section 8.02 hereof, the Issuer shall have delivered Company must deliver to the Trustee an Opinion of Counsel in reasonably acceptable to the United States Trustee confirming that, subject to customary assumptions and exclusions: (i1) the Issuer Company has received from, or there has been published by, the United States Internal Revenue Service a ruling; or (ii2) since the issuance of the Initial NotesIssue 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 in the United States shall will confirm that, subject to customary assumptions and exclusions, the Holders beneficial owners of the Notes for U.S. Federal income tax purposes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3c) in the case of Covenant Defeasancean election under Section 8.03 hereof, the Issuer shall have delivered Company must deliver to the Trustee an Opinion of Counsel in reasonably acceptable to the United States stating that, subject to customary assumptions and exclusions, Trustee confirming that the Holders beneficial owners of the Notes for U.S. Federal income tax purposes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4d) no Default or Event of Default (other than that resulting from borrowing funds with respect to be applied to make such deposit and the granting of Liens in connection therewith) shall have Notes has occurred and be is continuing on the date of such depositdeposit (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); (5e) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under the Credit Facilities or under, any other material agreement or instrument (other than this IndentureIndenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which, which the Issuer Company or any Guarantor of its Subsidiaries is a party or by which the Issuer Company or any Guarantor of its Subsidiaries is bound (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith)bound; (6f) the Issuer shall have delivered Company must deliver to the Trustee an Opinion of Counsel stating that, as of the date of such opinion and subject to customary assumptions and exclusions, following the deposit, the trust funds will not be subject to the effect of Section 546 or 547 of Title 11 of the United States Code, as amended; (7) the Issuer shall have delivered to the Trustee an Officer’s Officers’ Certificate stating that the deposit was not made by the Issuer Company with the intent of preferring the Holders of the Notes over the other creditors of the Company with the intent of defeating, hindering, delaying, delaying or defrauding or preferring any creditors of the IssuerCompany or others; and (8) g) the Issuer shall have delivered Company must deliver to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions)Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, 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 8.2 or 8.3with respect to the Notes: (1a) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in dollars or U.S. dollars, U.S. Government Obligations Securities, or a combination thereof thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of and of, premium, if any and interest, if any, and interest due on the Notes on the stated maturity date or on the applicable redemption dateRedemption Date, as the case may be, of such principal, premium, if any, or interest on such Notes and the Issuer must specify whether such Notes are being defeased to maturity or to a particular redemption dateRedemption Date; provided, that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption.; (2b) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States confirming that, subject to customary assumptions and exclusions:, (i) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling; , or (ii) since the issuance of the Initial Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3c) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States stating confirming that, subject to customary assumptions and exclusions, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4d) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit; (5e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under under, the Senior Secured Credit Facilities or any other material agreement or instrument (other than this Indenture) to which, which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit and relating to other Indebtedness, and, in each case, the granting of Liens in connection therewith); (6f) the Issuer shall have delivered to the Trustee an Opinion of Counsel stating to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions, exclusions following the deposit, the trust funds will not be subject to the effect of Section 546 or 547 of Title 11 of the United States Code, as amended; (7g) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying, delaying or defrauding or preferring any creditors of the IssuerIssuer or any Guarantor or others; and (8) h) the Issuer shall have delivered to the Trustee an Officer’s 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, 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 8.2 or 8.38.3 hereof: (1) the Issuer must irrevocably deposit with the TrusteeTrustee or the Paying Agent, in trust, for the benefit of the Holders, cash in dollars or Euros, U.S. Dollars, U.S. Government Obligations Obligations, or a combination thereof thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of and of, premium, if any and interest, if any, due and interest on the Notes issued under this Indenture on the stated maturity date or on the applicable redemption date, as the case may be, and the Issuer must specify whether such Notes are being defeased to maturity or to a particular redemption date; provided, provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee or the Paying Agent equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee or the Paying Agent on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously substantially concurrently with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption.redemption and must specify whether such Notes are being defeased to maturity or to a particular redemption date; (2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee and the Paying Agent an Opinion of Counsel in the United States confirming that, subject to customary assumptions and exclusions:; (iA) the Issuer has have received from, or there has been published by, the United States Internal Revenue Service a ruling; or (iiB) since the issuance of the Initial NotesIssue 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 in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders beneficial owners of the 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; (3) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee and the Paying Agent an Opinion of Counsel in the United States stating confirming that, subject to customary assumptions and exclusions, the Holders beneficial owners of the 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; (4) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit; (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Credit Facilities or any other material agreement or instrument (other than this Indenture) to which, the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith); (6) the Issuer shall have delivered to the Trustee and Paying Agent an Opinion of Counsel stating that, as of the date of such opinion and subject to customary assumptions and exclusions, following the deposit, the trust funds will not be subject to the effect of Section 546 or 547 of Title 11 of the United States Code, as amended, or any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally under any applicable U.S. federal or state law; (75) the Issuer shall have delivered to the Trustee and Paying Agent an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying, defrauding or preferring any creditors of the Issuer; and (8) 6) the Issuer shall have delivered to the Trustee and Paying Agent an Officer’s 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, 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 8.2 8.02 or 8.38.03 hereof: (1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in dollars or U.S. dollars, non-callable Government Obligations Securities, or a combination thereof thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay the principal of of, or interest and premium, if any and interest, if any, due on the outstanding Notes on the stated maturity date Stated Maturity or on the applicable redemption date, as the case may be, and the Issuer must specify whether such the Notes are being defeased to maturity such Stated Maturity or to a particular redemption date; provideddate (provided that if such redemption is made as provided under Section 3.07(c) (x) the amount of cash in U.S. dollars, non-callable Government Securities, or a combination thereof, that upon any redemption that requires the payment of the must be irrevocably deposited will be determined using an assumed Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Redemption Premium calculated as of the date of such deposit and (y) the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required depositor must irrevocably deposit or cause to be deposited with additional money (a “Shortfall”) in trust on the redemption date as necessary to pay the Applicable Redemption Premium as determined on such date) (it being understood that any Legal Defeasance or Covenant Defeasance shall be subject to the condition subsequent that such Shortfall is in fact paid); provided, however, that the Trustee on shall have no liability whatsoever in the event that such Shortfall is not in fact paid after any Legal Defeasance or prior to the date of redemptionCovenant Defeasance. Any Applicable Premium Deficit shall Shortfall will be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with at least two Business Days prior to the deposit of such Applicable Premium Deficit Shortfall that confirms that such Applicable Premium Deficit shall Shortfall will be applied toward such redemption.); (2) in the case of Legal Defeasancean election under Section 8.02 hereof, the Issuer shall have delivered deliver to the Trustee an Opinion of Counsel in the United States confirming that, subject to customary assumptions and exclusions: (iA) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling; or (iiB) since the issuance of the Initial NotesIssue 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 in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasancean election under Section 8.03 hereof, the Issuer shall have delivered deliver to the Trustee an Opinion of Counsel in the United States stating that, subject to customary assumptions and exclusions, confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) shall have occurred and be is continuing on the date of such depositdeposit (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 shall will not result in a breach or violation of, or constitute a default under the Credit Facilities or under, any other material agreement or instrument (other than this IndentureIndenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which, which the Issuer Parent or any Guarantor of its Subsidiaries is a party or by which the Issuer Parent or any Guarantor of its Subsidiaries is bound (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith)bound; (6) the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that, as of the date of such opinion and subject to customary assumptions and exclusions, following the deposit, the trust funds will not be subject to the effect of Section 546 or 547 of Title 11 of the United States Code, as amended; (7) the Issuer shall have delivered must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders of Notes over the other creditors of the Issuer with the intent of defeating, hindering, delaying, delaying or defrauding or preferring any creditors of the IssuerIssuer or others; and (8) 7) the Issuer shall have delivered must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions)Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order The following shall be the conditions to exercise the application of either Section 8.02 or 8.03 hereof to the outstanding Notes. The Legal Defeasance or Covenant Defeasance under either Section 8.2 or 8.3may be exercised only if: (1a) the Issuer must Company irrevocably deposit deposits in trust with the Trustee, in trust, for the benefit of the Holders, cash in dollars Trustee money or U.S. Government Obligations or for the payment of principal of and interest and Additional Interest, if any, on the Notes to maturity; (b) the Company delivers to the Trustee a combination thereof in such amounts as will be sufficient, in the opinion verification report of a nationally recognized firm of independent certified public accountants, to pay accountants expressing their opinion that the payments of principal of and premium, if any interest and interestAdditional Interest, if any, when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest and Additional Interest, if any, when due on all the Notes on to maturity; (c) 123 days pass after the stated maturity date deposit is made and during the 123-day period no Default described in clauses (a) (7) or on (8) under Section 6.01 occurs with respect to the applicable redemption date, as Company or any other Person making such deposit which is continuing at the case may be, and the Issuer must specify whether such Notes are being defeased to maturity or to a particular redemption date; provided, that upon any redemption that requires the payment end of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption.period; (2d) in the case of Legal Defeasance, the Issuer shall have delivered Company delivers to the Trustee an Opinion of Counsel in to the United States confirming thateffect that after the 123rd day following the deposit, no trust funds will be subject to customary assumptions the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; (e) the Company delivers to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; (f) no Default or Event of Default has occurred and exclusions:is continuing on the date of such deposit and after giving effect thereto; (g) such deposit does not constitute a default under any other agreement or instrument binding on the Company; (h) the Company delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940; (i) in the Issuer case of the Legal Defeasance option, the Company delivers to the Trustee an Opinion of Counsel stating that: (1) the Company has received from, or there has been published by, from the United States Internal Revenue Service a ruling; , or (ii2) since the issuance date of the Initial Notes, this Indenture there has been a change in the applicable U.S. federal income tax law, to the effect, in either case to the effect case, that, and based thereon such Opinion of Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times time as would have been the case if such Legal Defeasance had has not occurred; (3j) in the case of the Covenant DefeasanceDefeasance option, the Issuer shall have delivered Company delivers to the Trustee an Opinion of Counsel in to the United States stating that, subject to customary assumptions and exclusions, effect that the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;; and (4) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit; (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Credit Facilities or any other material agreement or instrument (other than this Indenture) to which, the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith); (6k) the Issuer shall have delivered Company delivers to the Trustee an Opinion of Counsel stating that, as of the date of such opinion and subject to customary assumptions and exclusions, following the deposit, the trust funds will not be subject to the effect of Section 546 or 547 of Title 11 of the United States Code, as amended; (7) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying, defrauding or preferring any creditors of the Issuer; and (8) the Issuer shall have delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions)Counsel, each stating that all conditions precedent provided for or relating to Legal Defeasance or Covenant Defeasance, as the case may be, defeasance and discharge of the Notes have been complied withwith as required by this Indenture.

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 8.2 or 8.3with respect to the Notes: (1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the HoldersHolders of the Notes, cash in dollars or U.S. dollars, U.S. dollar-denominated Government Obligations Securities, or a combination thereof thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of and of, premium, if any and interest, if any, and interest due on the Notes on the stated maturity date or on the applicable redemption dateRedemption Date, as the case may be, of such principal, premium, if any, or interest on such Notes and the Issuer must specify whether such Notes are being defeased to maturity or to a particular redemption date; provided, that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemptionRedemption Date. (2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in reasonably acceptable to the United States Trustee confirming that, subject to customary assumptions and exclusions:, (iA) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling; , or (iiB) since the issuance of the Initial Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in reasonably acceptable to the United States stating Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the 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 such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit; (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Senior Credit Facilities Facilities, the Existing Secured Notes, the Existing Senior Notes, the Existing Senior Subordinated Notes, the indentures pursuant to which the Existing Secured Notes were issued, the indentures pursuant to which the Existing Senior Notes were issued, the indenture pursuant to which the Existing Senior Subordinated Notes were issued or any other material agreement or instrument (other than this Indenture) to which, the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness, and the granting of Liens in connection therewith); (6) the Issuer shall have delivered to the Trustee an Opinion of Counsel stating to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions, exclusions 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 Section 546 or 547 of Title 11 of the United States Code) under any applicable U.S. Federal or state law, as amendedand that the Trustee has a perfected security interest in such trust funds for the ratable benefit of the Holders; (7) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying, delaying or defrauding or preferring any creditors of the IssuerIssuer or any Guarantor or others; and (8) the Issuer shall have delivered to the Trustee an Officer’s 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, as the case may be, 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 8.2 or 8.3with respect to the Notes: (1a) the Issuer Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the HoldersHolders of Notes, cash in dollars or U.S. dollars, U.S. Government Obligations Securities, or a combination thereof thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm an Independent Financial Advisor, without consideration of independent public accountantsany reinvestment, to pay the principal of and of, premium, if any and interest, if any, and interest due on the such Notes on the stated maturity date or on the applicable redemption dateRedemption Date, as the case may be, of such principal, premium, if any, or interest on such Notes and the Issuer Issuers must specify whether such Notes are being defeased to maturity or to a particular redemption dateRedemption Date; provided, provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption Redemption Date (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemptionRedemption Date. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with at least two Business Days prior to the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption.; (2b) in the case of Legal Defeasance, the Issuer Issuers shall have delivered to the Trustee an Opinion of Counsel in the United States confirming that, subject to customary assumptions and exclusions: (i) the Issuer has Issuers have received from, or there has been published by, the United States Internal Revenue Service a ruling; , or (ii) since the issuance of the Initial NotesIssue 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 in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders beneficial owners of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3c) in the case of Covenant Defeasance, the Issuer Issuers shall have delivered to the Trustee an Opinion of Counsel in the United States stating confirming that, subject to customary assumptions and exclusions, the Holders beneficial owners of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4d) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit; (5e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Credit Facilities or any other material agreement or instrument (other than this Indenture) to which, which the Issuer Issuers or any Guarantor is a party or by which the Issuer Issuers or any Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit and relating to other Indebtedness, and, in each case, the granting of Liens in connection therewith); (6f) the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that, as of the date of such opinion and subject to customary assumptions and exclusions, following the deposit, the trust funds will not be subject to the effect of Section 546 or 547 of Title 11 of the United States Code, as amended; (7) the Issuer Issuers shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer Issuers with the intent of defeating, hindering, delaying, delaying or defrauding or preferring any creditors of the IssuerIssuers or any Guarantor or others; and (8) g) the Issuer Issuers shall have delivered to the Trustee an Officer’s 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, as the case may be, 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 8.2 or 8.3with respect to the Notes: (1a) the Issuer must and the Co-Issuer shall irrevocably deposit with the Trustee, in trust, for the benefit of the HoldersHolders of the Notes, cash in dollars or U.S. dollars, U.S. Government Obligations Securities, or a combination thereof , in such amounts amount as will be sufficient, in the opinion of a nationally recognized firm an Independent Financial Advisor, without consideration of independent public accountants, any reinvestment to pay the principal of and of, premium, if any and interest, if any, and interest due on the such Notes on the stated maturity date or on the applicable redemption dateRedemption Date, as the case may be, of such principal, premium, if any, or interest on such Notes, and the Issuer Issuers must specify whether such Notes are being defeased to maturity or to a particular redemption dateRedemption Date; provided, provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption Redemption Date (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemptionRedemption Date. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption.; (2b) in the case of Legal Defeasance, the Issuer Issuers shall have delivered to the Trustee an Opinion of Counsel in the United States confirming that, subject to customary assumptions and exclusions: (i) the Issuer or the Co-Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling; , or (ii) since the issuance of the Initial NotesIssue 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 in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders beneficial owners of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3c) in the case of Covenant Defeasance, the Issuer Issuers shall have delivered to the Trustee an Opinion of Counsel in the United States stating confirming that, subject to customary assumptions and exclusions, the Holders beneficial owners of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4d) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit; (5e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Credit Facilities or under, any other material agreement or instrument (other than this Indenture) to whichwhich the Issuer, the Co-Issuer or any Guarantor is a party or by which the Issuer, the Co-Issuer or any Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit and relating to other Indebtedness, and, in each case, the granting of Liens in connection therewith); (6f) the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that, as of the date of such opinion and subject to customary assumptions and exclusions, following the deposit, the trust funds will not be subject to the effect of Section 546 or 547 of Title 11 of the United States Code, as amended; (7) the Issuer Issuers shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer or the Co-Issuer with the intent of defeating, hindering, delaying, delaying or defrauding or preferring any creditors of the IssuerIssuer or the Co-Issuer or any Guarantor or others; and (8) g) the Issuer Issuers shall have delivered to the Trustee an Officer’s 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, as the case may be, 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 8.2 or 8.3with respect to the Notes: (1a) the Issuer must Issuers shall irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in dollars or U.S. dollars, U.S. Government Obligations Securities, or a combination thereof thereof, in such amounts amount as will be sufficient, in the opinion of a nationally recognized firm an Independent Financial Advisor to the extent such amounts consist of independent public accountantsU.S. Government Securities, to pay the principal of and of, premium, if any and interest, if any, and interest due on the such Notes on the stated maturity date or on the applicable redemption dateRedemption Date, as the case may be, of such principal, premium, if any, or interest on such Notes and the Issuer Issuers must specify whether such Notes are being defeased to maturity or to a particular redemption dateRedemption Date; provided, that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption Redemption Date (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemptionRedemption Date. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption.; (2b) in the case of Legal Defeasance, the Issuer Issuers shall have delivered to the Trustee an Opinion of Counsel in the United States confirming that, subject to customary assumptions and exclusions: (i) the Issuer has Issuers have received from, or there has been published by, the United States Internal Revenue Service a ruling; , or (ii) since the issuance of the Initial NotesIssue 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 in the United States shall confirm that, subject to customary assumptions and exclusions, that the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3c) in the case of Covenant Defeasance, the Issuer Issuers shall have delivered to the Trustee an Opinion of Counsel in the United States stating that, subject to customary assumptions and exclusions, confirming that the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4d) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens and the consummation of other transactions in connection therewith) shall have occurred and be continuing on the date of such deposit; (5e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under under, the Senior Secured Credit Facilities or any other material agreement or instrument (other than this Indenture) to which, which the Issuer Issuers or any Guarantor is a party or by which the Issuer Issuers or any Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit and relating to other Indebtedness, and, in each case, the granting of Liens and the consummation of other transactions in connection therewith); (6f) the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that, as of the date of such opinion and subject to customary assumptions and exclusions, following the deposit, the trust funds will not be subject to the effect of Section 546 or 547 of Title 11 of the United States Code, as amended; (7) the Issuer Issuers shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer Issuers with the intent of defeating, hindering, delaying, delaying or defrauding or preferring any creditors of the IssuerIssuers or any Guarantor or others; and (8) g) the Issuer Issuers shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions)Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause (b) of the immediately preceding paragraph with respect to Legal Defeasance need not be delivered if all of the Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable within one year or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 to the outstanding Notes: In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.2 or 8.3with respect to the Notes: (1) the Issuer Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the HoldersHolders of the Notes, cash in dollars or U.S. dollars, U.S. dollar-denominated Government Obligations Obligations, or a combination thereof thereof, in such amounts as will shall be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of and of, premium, if any and interest, if any, and interest due on the Notes on the stated maturity date or on the applicable redemption datedate of redemption, as the case may be, and the Issuer must specify whether such Notes are being defeased to maturity or to a particular redemption date; provided, provided that upon any Legal Defeasance or Covenant Defeasance and subsequent redemption that requires the payment of the Applicable Premium, the amount deposited (with respect to the Applicable Premium) shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of deposit with the notice of redemptionTrustee, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) Deficit only required to be deposited with the Trustee on or prior to the date of redemption. Any , and any Applicable Premium Deficit shall be set forth in a certificate of an Officer’s Certificate Officer of the Issuer delivered to the Trustee simultaneously substantially concurrently with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption.; and the Issuers must specify whether such Notes are being defeased to maturity or to a particular date of redemption; (2) in the case of Legal Defeasance, the Issuer Issuers shall have delivered to the Trustee an Opinion of Counsel in reasonably acceptable to the United States Trustee confirming that, subject to customary assumptions and exclusions:, (ia) the Issuer Issuers has received from, or there has been published by, the United States Internal Revenue Service a ruling; , or (iib) since the issuance of the Initial Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders beneficial owners of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; provided, however, the Opinion of Counsel required with respect to a Legal Defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable at their Stated Maturity within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers; (3) in the case of Covenant Defeasance, the Issuer Issuers shall have delivered to the Trustee an Opinion of Counsel in reasonably acceptable to the United States stating Trustee confirming that, subject to customary assumptions and exclusions, the Holders beneficial owners of the 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; (4) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit; (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Credit Facilities Agreement or any other material agreement or instrument (other than this Indenture) to which, which the Issuer Issuers or any Guarantor Restricted Subsidiary is a party or by which the Issuer Issuers or any Guarantor Restricted Subsidiary is bound (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith); (6) the Issuer Issuers shall have delivered to the Trustee an Opinion of Counsel stating to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions, exclusions following the deposit, the trust funds will not be subject to the effect of Section 546 or 547 of Title 11 of the United States Code, as amended; (7) the Issuer Issuers shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer Issuers with the intent of defeating, hindering, delaying, delaying or defrauding or preferring any creditors of the IssuerIssuers, Holdings or any Note Guarantor or others; and (8) the Issuer Issuers shall have delivered to the Trustee an Officer’s 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, as the case may be, 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 8.2 or 8.3with respect to the Notes: (1a) the Issuer must Issuers shall irrevocably deposit with the Trustee, in trust, for the benefit of the HoldersHolders of the Notes, cash in dollars or U.S. dollars, U.S. Government Obligations Securities, or a combination thereof thereof, in such amounts amount as will be sufficient, in the opinion of a nationally recognized firm of independent public accountantsan Independent Financial Advisor, to pay the principal of and of, premium, if any and interest, if any, and interest due on the such Notes on the stated maturity date or on the applicable redemption dateRedemption Date, as the case may be, of such principal, premium, if any, or interest on such Notes and the Issuer must specify whether such Notes are being defeased to maturity or to a particular redemption dateRedemption Date; provided, provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption Redemption Date (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemptionRedemption Date. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption.; (2b) in the case of Legal Defeasance, the Issuer Issuers shall have delivered to the Trustee an Opinion of Counsel in the United States confirming that, subject to customary assumptions and exclusions: (i) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling; , or (ii) since the issuance of the Initial NotesIssue 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 in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3c) in the case of Covenant Defeasance, the Issuer Issuers shall have delivered to the Trustee an Opinion of Counsel in the United States stating confirming that, subject to customary assumptions and exclusions, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4d) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit; (5e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under under, the Senior Secured Credit Facilities or any other material agreement or instrument (other than this Indenture) to which, which the Issuer Issuers or any Guarantor is a party or by which the Issuer Issuers or any Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit and relating to other Indebtedness, and, in each case, the granting of Liens in connection therewith); (6f) the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that, as of the date of such opinion and subject to customary assumptions and exclusions, following the deposit, the trust funds will not be subject to the effect of Section 546 or 547 of Title 11 of the United States Code, as amended; (7) the Issuer Issuers shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer Issuers with the intent of defeating, hindering, delaying, delaying or defrauding or preferring any creditors of the IssuerIssuers or any Guarantor or others; and (8) g) the Issuer Issuers shall have delivered to the Trustee an Officer’s 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, 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 8.2 8.02 or 8.38.03 hereof: (1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the HoldersHolders of Notes, cash in dollars or U.S. dollars, non-callable Government Obligations Securities, or a combination thereof of cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, accountants delivered to the Trustee to pay the principal of of, or interest and premium, if any and interest, if any, due on the outstanding Notes on the stated maturity date for payment thereof or on the applicable redemption date, as the case may be, and the Issuer must specify whether such the Notes are being defeased to maturity such stated date for payment or to a particular redemption date; provided, provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Officers’ Certificate delivered to the Trustee simultaneously substantially concurrently with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption.; (2) in the case of Legal Defeasancean election under Section 8.02 hereof, the Issuer shall have delivered must deliver to the Trustee an Opinion of Counsel in the United States of America reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions: (iA) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling; or (iiB) since the issuance of the Initial NotesIssue 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 in the United States shall of America will confirm that, subject to customary assumptions and exclusions, the Holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasancean election under Section 8.03 hereof, the Issuer shall have delivered must deliver to the Trustee an Opinion of Counsel in the United States stating of America reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) shall have has occurred and be is continuing on the date of such depositdeposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings); (5) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under the Credit Facilities or under, any other material agreement or instrument (other than this IndentureIndenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which, which the Issuer or any Guarantor of the Guarantors is a party or by which the Issuer or any Guarantor of the Guarantors is bound (other than that a Default or Event of Default resulting from the borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith); (6) the Issuer shall have delivered must deliver to the Trustee an Opinion of Counsel stating that, as of the date of such opinion and subject to customary assumptions and exclusions, following the deposit, the trust funds will not be subject to the effect of Section 546 or 547 of Title 11 of the United States Code, as amended; (7) the Issuer shall have delivered to the Trustee an Officer’s Officers’ Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying, delaying or defrauding or preferring any creditors of the IssuerIssuer or others; and (8) 7) the Issuer shall have delivered must deliver to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel in the United States of America (which Opinion of Counsel may be subject to customary assumptions and exclusions), each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.2 8.02 or 8.38.03 hereof: (1a) the Issuer Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in dollars or U.S. dollars, non-callable Government Obligations Securities, or a combination thereof thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized an accounting, appraisal or investment banking firm of independent public accountantsnational standing, to pay the principal of and of, premium, if any any, on, and interest, if any, due on on, the outstanding Notes on the stated maturity date for payment thereof or on the applicable redemption date, as the case may be, and the Issuer Company must specify whether such the Notes are being defeased to maturity such stated date for payment or to a particular redemption date; provideddate (provided that if such redemption is made as provided in Section 3.07(b), (x) the amount of cash in U.S. dollars, non-callable Government Securities, or a combination thereof, that upon any redemption that requires the payment of the Applicable Premium, the amount must be irrevocably deposited shall will be sufficient for purposes of this Indenture to the extent that determined using an amount is deposited with the Trustee equal to the assumed Applicable Premium calculated as of the date of such deposit and (y) the notice of redemption, with any deficit as of the date of redemption depositor must irrevocably deposit or cause to be deposited additional money (any such amount, the “Applicable Premium Deficit”) only required in trust on the redemption date as necessary to pay the Applicable Premium as determined on such date (it being understood that any defeasance shall be deposited with the Trustee on or prior subject to the date of redemption. Any condition subsequent that each Applicable Premium Deficit is in fact paid); provided any Applicable Premium Deficit shall be set forth in an Officer’s Officers’ Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption.; provided, further, that the Trustee shall have no liability whatsoever in the event that such Applicable Premium Deficit is not in fact paid after any defeasance); (2b) in the case of Legal Defeasancean election under Section 8.02 hereof, the Issuer shall have delivered Company must deliver to the Trustee an Opinion of Counsel in the United States confirming that, subject to customary assumptions and exclusions: (i1) the Issuer Company has received from, or there has been published by, the United States Internal Revenue Service a ruling; or (ii2) since the issuance date of the Initial Notesthis Indenture, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel in the United States shall will confirm that, subject to customary assumptions and exclusions, the Holders Beneficial Owners of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3c) in the case of Covenant Defeasancean election under Section 8.03 hereof, the Issuer shall have delivered Company must deliver to the Trustee an Opinion of Counsel in confirming that the United States stating that, subject to customary assumptions and exclusions, Beneficial Owners of the Holders outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4d) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) shall have has occurred and be is continuing on the date of such depositdeposit (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); (5e) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under the Credit Facilities or under, any other material agreement or instrument (other than this IndentureIndenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which, which the Issuer Company or any Guarantor of its Subsidiaries is a party or by which the Issuer Company or any Guarantor of its Subsidiaries is bound (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith)bound; (6f) the Issuer shall have delivered Company must deliver to the Trustee an Opinion of Counsel stating that, as of the date of such opinion and subject to customary assumptions and exclusions, following the deposit, the trust funds will not be subject to the effect of Section 546 or 547 of Title 11 of the United States Code, as amended; (7) the Issuer shall have delivered to the Trustee an Officer’s Officers’ Certificate stating that the deposit was not made by the Issuer Company with the intent of preferring the Holders of the Notes over the other creditors of the Company with the intent of defeating, hindering, delaying, delaying or defrauding or preferring any creditors of the IssuerCompany or others; and (8) g) the Issuer shall have delivered Company must deliver to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions)Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, 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 8.2 8.02 or 8.38.03 to the Outstanding Notes: (1a) the Issuer must shall irrevocably deposit have deposited or caused to be deposited with the TrusteeTrustee (or another trustee satisfying the requirements of Section 6.08 who shall agree to comply with the provisions of this Article 8 applicable to it) as trust funds in trust for the purpose of making the following payments, in trustspecifically pledged as security for, for and dedicated solely to the benefit of the Holders, Holders of such Notes; (A) cash in dollars U.S. dollars, or U.S. (B) Government Obligations Securities, or (C) a combination thereof thereof, in such amounts as will shall be sufficient, in the written opinion of a nationally recognized firm of independent public accountantsaccountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of (and premium, if any any) and interestinterest on the Outstanding Notes at the Stated Maturity (or Redemption Date, if anyapplicable and so indicated to the Trustee in writing); provided that, due on the Notes on the stated maturity date or on the applicable redemption date, as the case may be, and the Issuer must specify whether such Notes are being defeased to maturity or to a particular redemption date; provided, that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemptiondeposit, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption; provided that the Trustee shall have been irrevocably instructed to apply such cash or the proceeds of such Government Securities or combination thereof to said payments with respect to the Notes. Any Applicable Premium Deficit Before such a deposit, the Issuer may give to the Trustee, in accordance with Section 3.03 hereof, a notice of its election to redeem all of the Outstanding Notes at a future date in accordance with Article 3 hereof, which notice shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit irrevocable. Such irrevocable redemption notice, if given, shall be applied toward such redemption. (2) given effect in applying the foregoing; in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions: , (iA) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling; or ruling or (iiB) since the issuance of the Initial Notes, there has been a change in the applicable U.S. federal Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders will beneficial owners of the Outstanding Notes shall not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such Legal Defeasance and will shall be subject to U.S. federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3b) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States stating reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders will beneficial owners of the Outstanding Notes shall not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such Covenant Defeasance and will shall be subject to U.S. federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;; and (4) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit; (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Credit Facilities or any other material agreement or instrument (other than this Indenture) to which, the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith); (6c) the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that, as of and the date of such opinion and subject to customary assumptions and exclusions, following the deposit, the trust funds will not be subject to the effect of Section 546 or 547 of Title 11 of the United States Code, as amended; (7) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying, defrauding or preferring any creditors of the Issuer; and (8) the Issuer shall have delivered to the Trustee Second Priority Collateral Agent an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions)Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant 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 8.2 or 8.38.3 hereof: (1) the Issuer Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in dollars or Dollars, U.S. Government Obligations Obligations, or a combination thereof thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of and premium, if any and any, or interest, if any, due on the Notes issued under this Indenture on the stated maturity date or on the applicable redemption date, as the case may be, and the Issuer Issuers must specify whether such Notes are being defeased to maturity or to a particular redemption date; provided, provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with at least two (2) Business Days prior to the deposit of such Applicable Premium Deficit redemption date that confirms that such Applicable Premium Deficit shall be applied toward such redemption.; (2) in the case of Legal Defeasance, the Issuer Issuers shall have delivered to the Trustee an Opinion of Counsel in to the United States confirming effect that, subject to customary assumptions and exclusions: (iA) the Issuer has Issuers have received from, or there has been published by, the United States Internal Revenue Service a ruling; or (iiB) since the issuance of the Initial such Notes, there has been a change in the applicable U.S. federal income tax law, ; in either case to the effect that, and based thereon such Opinion of Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders beneficial owners of the Notes, in their capacity as beneficial owners of the 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; (3) in the case of Covenant Defeasance, the Issuer Issuers shall have delivered to the Trustee an Opinion of Counsel in to the United States stating effect that, subject to customary assumptions and exclusions, the Holders beneficial owners of the 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; (4) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit; (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Credit Facilities or any other material agreement or instrument (other than this Indenture) to which, the an Issuer or any Guarantor is a party or by which the an Issuer or any Guarantor is bound (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith)bound; (6) the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that, as of the date of such opinion and subject to customary assumptions and exclusions, following the deposit, the trust funds will not be subject to the effect of Section 546 or 547 of Title 11 of the United States Code, as amended[reserved]; (7) the Issuer Issuers shall have delivered to the Trustee an Officer’s Certificate stating to the effect that the deposit was not made by the Issuer Issuers with the intent of defeating, hindering, delaying, defrauding or preferring any creditors of the Issuerany Issuer or Guarantor; and (8) the Issuer Issuers shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions), ) each stating to the effect that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant 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 8.2 or 8.3with respect to the Notes: (1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the HoldersHolders of the Notes, cash in dollars or U.S. Dollars, Government Obligations Securities, or a combination thereof thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, sufficient to pay the principal of and of, premium, if any and interest, if any, and interest due on the Notes on the stated maturity Stated Maturity date or on the applicable redemption dateRedemption Date, as the case may be, and the Issuer must specify whether such Notes are being defeased to maturity or to a particular redemption date; provided, provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with at least two Business Days prior to the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption.; (2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States confirming that, subject to customary assumptions and exclusions:, (ia) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling; , or (iib) since the issuance of the Initial Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders beneficial holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States stating confirming that, subject to customary assumptions and exclusions, the Holders beneficial holders of the 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 such Tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit; (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Credit Facilities or any other material agreement or instrument (other than this Indenture) to which, the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith); (6) the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that, as of the date of such opinion and subject to customary assumptions and exclusions, following the deposit, the trust funds will not be subject to the effect of Section 546 or 547 of Title 11 of the United States Code, as amended; (7) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying, delaying or defrauding or preferring any creditors of the Issuer; and (8) 5) the Issuer shall have delivered to the Trustee an Officer’s 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, as the case may be, have been complied with. The Collateral shall be released from the Lien securing the Notes, as provided in this Indenture, upon a defeasance in accordance with the provisions described in Section 8.04 hereof.

Conditions to Legal or Covenant Defeasance. In order The following shall be the conditions to exercise the application of either Section 8.02 or 8.03 to the outstanding Notes. The Legal Defeasance or Covenant Defeasance under either Section 8.2 or 8.3may be exercised only if: (1a) the Issuer must Company irrevocably deposit deposits with the Trustee, in trust (the “defeasance trust”), for the benefit of the HoldersHolders of the Notes, cash in dollars or U.S. dollars, non-callable U.S. Government Obligations Securities, or a combination thereof thereof, in such amounts as will be sufficient, without consideration of any reinvestment of interest, in the opinion of a nationally recognized firm an Independent Financial Advisor (in the case of independent public accountantsnon-callable U.S. Government Securities), to pay the principal of of, or interest and premium, if any and interest, if any, due on the outstanding Notes on the stated maturity date or on the applicable redemption date, as the case may be, and the Issuer must Company shall specify whether such the Notes are being defeased to maturity or to a particular redemption date; provided, however, that upon with respect to a redemption of all or any redemption that requires the payment portion of the Applicable PremiumNotes, at once or over time, at any time prior to December 15, 2018 pursuant to paragraph 5 of the Notes and Section 3.07: (i) the amount of funds in trust that the Company must irrevocably deposit or cause to be deposited shall be sufficient for purposes of this Indenture to the extent that determined using an amount is deposited with the Trustee equal to the Applicable assumed Make-Whole Premium calculated as of the date of deposit of such funds in trust; and (ii) at the notice time of redemptiondeposit of such funds in trust, the funds in trust would be sufficient to pay and discharge the principal, premium, if any, and interest on the Notes, if any, on the applicable date of redemption with any deficit an assumed Make-Whole Premium calculated as of the date of redemption deposit of such funds in trust; and (any such amount, iii) the “Applicable Premium Deficit”) only required Company must irrevocably deposit or cause to be deposited with additional funds in trust, as necessary, on the Trustee on or prior to the applicable date of redemption. Any Applicable , as required by Section 3.05, necessary to pay the Make-Whole Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of as determined on such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption.date; (2b) in the case of Legal Defeasance, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel in the United States confirming that, subject to customary assumptions and exclusions: that (ia) the Issuer Company has received from, or there has been published by, the United States Internal Revenue Service a ruling; or ruling or (iib) since the issuance of the Initial NotesIssue 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 in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes 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;; 84 (3c) in the case of Covenant Defeasance, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that, subject to customary assumptions and exclusions, confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness, and, in each case, the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit); (5e) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under the Credit Facilities or any other material agreement or instrument (other than this Indenture) to which, which the Issuer Company or any Guarantor of its Subsidiaries is a party or by which the Issuer Company or any Guarantor of its Subsidiaries is bound (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness, and, in each case, the granting of Liens in connection therewith); (6f) the Issuer Company shall have delivered to the Trustee an Opinion of Counsel stating that, as of the date of such opinion and subject to customary assumptions and exclusions, following the deposit, the trust funds will not be subject to the effect of Section 546 or 547 of Title 11 of the United States Code, as amended; (7) the Issuer shall have delivered deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer Company with the intent of preferring the Holders of Notes over the other creditors of the Company with the intent of defeating, hindering, delaying, delaying or defrauding or preferring any creditors of the IssuerCompany or others; and (8) g) the Issuer Company shall have delivered deliver to the Trustee an Officer’s 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, as the case may be, Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.2 or 8.3Section 8.3 hereof: (1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in dollars or Dollars, U.S. Government Obligations Obligations, or a combination thereof thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of and premium, if any any, and interest, if any, due on the Notes issued under this Indenture on the stated maturity date or on the applicable redemption date, as the case may be, and the Issuer must specify whether such Notes are being defeased to maturity or to a particular redemption datedate and deliver to the Trustee a certificate from a firm of independent certified public accountants, investment bank or valuation firm, in each case nationally recognized in the United States, expressing their opinion that the payments of the principal of and premium, if any, and interest, if any, due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and accrued and unpaid interest when due on all the Notes to maturity or redemption, as the case may be; provided, provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, as calculated by the Issuer or on behalf of the Issuer by such Person as the Issuer shall designate, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously substantially concurrently with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption.; (2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in to the United States confirming effect that, subject to customary assumptions and exclusions:; (iA) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling; or (iiB) since the issuance of the Initial such Notes, there has been a change in the applicable U.S. federal income tax law, ; in either case to the effect that, and based thereon such Opinion of Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders beneficial owners of the Notes, in their capacity as beneficial owners of the 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; (3) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in to the United States stating effect that, subject to customary assumptions and exclusions, the Holders beneficial owners of the 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; (4) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit; (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under under, the Credit Facilities or any other material agreement or instrument (other than this Indenture) to which, which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith)bound; (6) the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that, as of the date of such opinion and subject to customary assumptions and exclusions, following the deposit, the trust funds will not be subject to the effect of Section 546 or 547 of Title 11 of the United States Code, as amended[reserved]; (7) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating to the effect that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying, defrauding or preferring any creditors of the IssuerIssuer or any Guarantor; and (8) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions), ) each stating to the effect that all conditions precedent provided for or relating to Legal Defeasance or Covenant Defeasance, as the case may be, have been complied with.

Conditions to Legal or Covenant Defeasance. (a) In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.2 or 8.3: with respect to outstanding Notes, as provided for in this Article 8: (1) the Issuer Company must irrevocably deposit have deposited or caused to be deposited with the TrusteeTrustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefits of the Holders of such Notes: (A) money in an amount, or (B) U.S. Government Obligations, which -117- SC1:3839600.5 through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount or (C) a combination thereof, in trust, for the benefit of the Holders, cash in dollars or U.S. Government Obligations or a combination thereof in such amounts as will be sufficienteach case sufficient without reinvestment, in the opinion of a nationally recognized firm of independent public accountantsaccountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee to pay and discharge, the entire indebtedness in respect of the principal of and premium, if any and interest, if any, due and interest on the such Notes on the stated maturity Stated Maturity thereof or (if the Company has made irrevocable 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) the redemption date or on the applicable redemption datethereof, as the case may be, and in accordance with the Issuer must specify whether such Notes are being defeased to maturity or to a particular redemption date; provided, that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes terms of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any and such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption. Notes; (2) in the case of Legal Defeasance, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel in the United States confirming that, subject to customary assumptions and exclusions: stating that (iA) the Issuer Company has received from, or there has been published by, the United States Internal Revenue Service a ruling; or ruling or (iiB) since the issuance of the Initial NotesIssue Date, there has been a change in the applicable U.S. United States federal income tax law, in either case (A) or (B) to the effect that, and based thereon such Opinion of Counsel in the United States shall confirm that, the Holders of such Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit, defeasance and discharge to be effected with respect to such Notes and will be subject to customary assumptions United States federal income tax on the same amount, in the same manner and exclusionsat the same times as would be the case if such deposit, defeasance and discharge were not to occur; (3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such outstanding Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Notes and will be subject to United States federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and covenant defeasance were not to occur; (4) the Company shall have delivered to the Trustee a ruling received from the Canada Revenue Agency or an Opinion of Counsel reasonably acceptable to the Trustee and qualified to practice law in Canada, in each case to the effect that Holders and beneficial owners of the outstanding Notes will not recognize income, gain or loss for U.S. federal applicable Canadian federal, provincial or territorial income tax or other tax purposes as a result of such Legal Defeasance or Covenant Defeasance, as applicable, and will only be subject to U.S. federal applicable Canadian federal, provincial and territorial income tax and other taxes on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance or Covenant Defeasance, as applicable, had not occurred; ; (3) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States stating that, subject to customary assumptions and exclusions, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (45) no Default or Event of Default (other than that resulting from borrowing funds with respect to be applied to make such deposit and the granting of Liens in connection therewith) outstanding Notes shall have occurred and be continuing on at the date time of such deposit; (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Credit Facilities or any other material agreement or instrument (other than this Indenture) to which, the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith); (6) the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that, as of the date of such opinion and subject to customary assumptions and exclusions, following the deposit, the trust funds will not be subject to the after giving effect of Section 546 or 547 of Title 11 of the United States Code, as amended; (7) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying, defrauding or preferring any creditors of the Issuer; and (8) the Issuer shall have delivered to the Trustee an Officer’s 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 Legal Defeasance or Covenant Defeasance, as the case may be, have been complied with.thereto

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.2 or 8.3: (1) the Issuer Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in dollars or Dollars, U.S. Government Obligations Obligations, or a combination thereof thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of and premium, if any any, and interest, if any, due on the Notes issued under this Indenture on the stated maturity date or on the applicable redemption date, as the case may be, and the Issuer Issuers must specify whether such Notes are being defeased to maturity or to a particular redemption date; provided, that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, as calculated by the Issuers or on behalf of the Issuers by such Person as the Issuers shall designate, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the at least two Business Days prior to deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption.; (2) in the case of Legal Defeasance, the Issuer Issuers shall have delivered to the Trustee an Opinion of Counsel in to the United States confirming effect that, subject to customary assumptions and exclusions:; (iA) the Issuer has Issuers have received from, or there has been published by, the United States Internal Revenue Service a ruling; or (iiB) since the issuance of the Initial such Notes, there has been a change in the applicable U.S. federal income tax law, ; in either case to the effect that, and based thereon such Opinion of Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders beneficial owners of the Notes, in their capacity as beneficial owners of the 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; (3) in the case of Covenant Defeasance, the Issuer Issuers shall have delivered to the Trustee an Opinion of Counsel in to the United States stating effect that, subject to customary assumptions and exclusions, the Holders beneficial owners of the 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; (4) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit; (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Credit Facilities or any other material agreement or instrument (other than this Indenture) to which, the Issuer Issuers or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith)bound; (6) the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that, as of the date of such opinion and subject to customary assumptions and exclusions, following the deposit, the trust funds will not be subject to the effect of Section 546 or 547 of Title 11 of the United States Code, as amended[reserved]; (7) the Issuer Issuers shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer Issuers with the intent of defeating, hindering, delaying, defrauding or preferring any creditors of the IssuerIssuers or any Guarantor; and (8) the Issuer Issuers shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions), ) each stating to the effect that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, 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 8.2 or 8.3with respect to the Notes: (1a) the Issuer must Issuers shall irrevocably deposit with the Trustee, in trust, for the benefit of the HoldersHolders of the Notes, cash in dollars or U.S. dollars, U.S. Government Obligations Securities, or a combination thereof thereof, in such amounts amount as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of and of, premium, if any and interest, if any, and interest due on the such Notes on the stated maturity date or on the applicable redemption dateRedemption Date, as the case may be, of such principal, premium, if any, or interest on such Notes and the Issuer Issuers must specify whether such Notes are being defeased to maturity or to a particular redemption dateRedemption Date; provided, provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption Redemption Date (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemptionRedemption Date. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption.; (2b) in the case of Legal Defeasance, the Issuer Issuers shall have delivered to the Trustee an Opinion of Counsel in the United States confirming that, subject to customary assumptions and exclusions: (i) the Issuer has Issuers have received from, or there has been published by, the United States Internal Revenue Service a ruling; , or (ii) since the issuance of the Initial Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3c) in the case of Covenant Defeasance, the Issuer Issuers shall have delivered to the Trustee an Opinion of Counsel in the United States stating confirming that, subject to customary assumptions and exclusions, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4d) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit; (5e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under under, the Senior Secured Credit Facilities or any other material agreement or instrument (other than this Indenture) to which, which the Issuer Issuers or any Guarantor is a party or by which the Issuer Issuers or any Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit and relating to other Indebtedness, and, in each case, the granting of Liens in connection therewith); (6f) the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that, as of the date of such opinion and subject to customary assumptions and exclusions, following the deposit, the trust funds will not be subject to the effect of Section 546 or 547 of Title 11 of the United States Code, as amended; (7) the Issuer Issuers shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer Issuers with the intent of defeating, hindering, delaying, delaying or defrauding or preferring any creditors of the IssuerIssuers or any Guarantor or others; and (8) g) the Issuer Issuers shall have delivered to the Trustee an Officer’s 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, as the case may be, 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 8.2 8.02 or 8.38.03 to the outstanding Notes: (1a) the Issuer Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in dollars or U.S. dollars, Government Obligations Securities, or a combination thereof thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, an Independent Financial Advisor (insofar as any Government Securities are so included) to pay the principal of and of, premium, if any and interest, if any, and interest due on the Notes on the stated final maturity date or on the applicable redemption date, as the case may be, of such principal, premium, if any, or interest on such Notes and the Issuer Company must specify whether such Notes are being defeased to maturity or to a particular redemption dateRedemption Date; provided, provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption applicable Redemption Date (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemptionapplicable Redemption Date. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption. (2b) in the case of Legal Defeasance, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel in the United States confirming that, subject to customary assumptions and exclusions:, (i1) the Issuer Company has received from, or there has been published by, the United States U.S. Internal Revenue Service a ruling; , or (ii2) since the issuance of the Initial Notes, there has been a change in the applicable U.S. federal income tax law, ; in either case to the effect that, and based thereon such Opinion of Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders beneficial owners will not recognize income, gain or loss for U.S. federal income tax purposes purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3c) in the case of Covenant Defeasance, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating confirming that, subject to customary assumptions and exclusions, the Holders beneficial owners will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4d) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness, and, in each case the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit; (5e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Credit Facilities or any other material agreement or material instrument (other than this Indenture) to which, the Issuer Company or any Guarantor is a party or by which the Issuer Company or any Guarantor is bound (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith); (6f) the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that, as of the date of such opinion and subject to customary assumptions and exclusions, following the deposit, the trust funds will not be subject to the effect of Section 546 or 547 of Title 11 of the United States Code, as amended; (7) the Issuer Company shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer Company with the intent of defeating, hindering, delaying, delaying or defrauding or preferring any creditors of the IssuerCompany or any Guarantor or others; and (8) g) the Issuer Company shall have delivered to the Trustee an Officer’s 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, as the case may be, have been complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 to the outstanding Notes: In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.2 or 8.3with respect to the Notes: (1) the Issuer Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in dollars or U.S. dollars, Government Obligations Securities, or a combination thereof thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, an Independent Financial Advisor (insofar as any Government Securities are so included) to pay the principal of and of, premium, if any and interest, if any, and interest due on the Notes on the stated maturity date or on the applicable redemption dateRedemption Date, as the case may be, of such principal, premium, if any, or interest on such Notes and the Issuer Company must specify whether such Notes are being defeased to maturity or to a particular redemption dateRedemption Date; provided, provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption.; (2) in the case of Legal Defeasance, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel in reasonably acceptable to the United States Trustee confirming that, subject to customary assumptions and exclusions:, (ia) the Issuer Company has received from, or there has been published by, the United States Internal Revenue Service a ruling; , or (iib) since the issuance of the Initial Notes, there has been a change in the applicable U.S. federal income tax law, ; in either case to the effect that, and based thereon such Opinion of Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel in reasonably acceptable to the United States stating Trustee confirming that, subject to customary assumptions and exclusions, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness, and, in each case the granting of Liens and the consummation of other transactions in connection therewith) shall have occurred and be continuing on the date of such deposit; (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the New Credit Facilities Agreement or any other material agreement or material instrument (other than this Indenture) to which, the Issuer Company or any Guarantor is a party or by which the Issuer Company or any Guarantor is bound (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens and the consummation of other transactions in connection therewith); (6) the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that, as of the date of such opinion and subject to customary assumptions and exclusions, following the deposit, the trust funds will not be subject to the effect of Section 546 or 547 of Title 11 of the United States Code, as amended; (7) the Issuer Company shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer Company with the intent of defeating, hindering, delaying, delaying or defrauding or preferring any creditors of the IssuerCompany or any Guarantor or others; and (8) 7) the Issuer Company shall have delivered to the Trustee an Officer’s 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, as the case may be, have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause (2) of this Section 8.04 with respect to legal defeasance need not be delivered if all of the Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable within one year or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company.