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 with respect to the Notes: (1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as shall be sufficient (in the case of Government Securities or a combination of cash and Government Securities, in the opinion of a nationally recognized firm of independent public accountants), to pay the principal amount of, premium, if any, and interest due on the Notes on the stated maturity date or on the Redemption Date, as the case may be, of such principal amount, 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; (2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (A) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling, or (B) since the issuance of the Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the Notes shall not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and 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 to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall be subject to 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 (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to such 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 any Credit Facility ranking pari passu with the Notes or any other material agreement or instrument governing Indebtedness (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, in each case, the granting of Liens in connection therewith); (6) 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 or defrauding any creditors of the Issuer or any Guarantor or others; and (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.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes: (1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as shall be sufficient (in the case of Government Securities or a combination of cash and Government Securitiessufficient, in the opinion of a nationally recognized firm of independent public accountants), to pay the principal amount of, premium, if any, and interest due on the Notes on the stated maturity date or on the Redemption Dateredemption date, as the case may be, of such principal amount, 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; (2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (Aa) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling, or (Bb) since the issuance of the Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the Notes shall not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and 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 to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall be subject to 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 (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to such 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 any Senior Credit Facility ranking pari passu with the Notes or any other material agreement or instrument governing Indebtedness (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, in each case, the granting of Liens in connection therewith); (6) 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 or defrauding any creditors of the Issuer or any Guarantor or others; and (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.

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 with respect to the Notes: (1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as shall will be sufficient (in the case of Government Securities or a combination of cash and Government Securitiessufficient, in the opinion of a nationally recognized firm of independent public accountants), to pay the principal amount of, premium, if any, and interest due on the Notes on the stated maturity date or on the Redemption Dateredemption date, as the case may be, of such principal amount, premium, if any, or interest on such Notes, the Notes and the Issuer must specify whether such the Notes are being defeased to maturity or to a particular Redemption Dateredemption date; (2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (A) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling, or (B) since the issuance of the 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 thereon, such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and shall 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 reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall will be subject to 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 (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to such other Indebtedness, and and, in each case, case the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such depositdeposit with respect to the Notes; (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under any the Senior Credit Facility ranking pari passu with the Notes Facilities or any other material agreement or instrument governing Indebtedness (other than this Indenture) to which, which the Issuer or any Subsidiary Guarantor is a party or by which the Issuer or any Subsidiary Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make the such deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness, Indebtedness and, in each case, the granting of Liens in connection therewith); (6) 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 or defrauding any creditors of the Issuer or any Subsidiary Guarantor or others; and (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) 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: In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes: (1) the Issuer Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as shall will be sufficient (in the case of Government Securities or a combination of cash and Government Securitiessufficient, in the opinion of a nationally recognized firm of independent public accountants), to pay the principal amount of, premium, if any, and interest due on the Notes on the stated maturity date or on the Redemption Dateredemption date, as the case may be, of such principal amount, premium, if any, or and interest on such Notes, the Notes and the Issuer Issuers must specify whether such the Notes are being defeased to maturity or to a particular Redemption Dateredemption date; (2) in the case of Legal Defeasance, the Issuer Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (A) the Issuer has Issuers have received from, or there has been published by, the United States Internal Revenue Service a ruling, or (B) since the issuance of the 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 thereon, such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and shall 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 reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall will be subject to 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 (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to such other IndebtednessIndebtedness and, and in each case, case the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such depositdeposit with respect to the Notes; (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under any the Senior Credit Facility ranking pari passu with the Notes Facilities or any other material agreement or instrument governing Indebtedness (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 such deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness, Indebtedness and, in each case, the granting of Liens in connection therewith); (6) 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 or defrauding any creditors of the Issuer Issuers or any Guarantor or others; and (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 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 with respect to the Notesunder either Section 8.2 or 8.3 hereof: (1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the NotesHolders, cash in U.S. dollars, U.S. Government SecuritiesObligations, or a combination thereof, in such amounts as shall will be sufficient (in the case of Government Securities or a combination of cash and Government Securitiessufficient, in the opinion of a nationally recognized firm of independent public accountants), to pay the principal amount of, of and premium, if any, interest and interest Additional Interest, if any, due on the Notes issued under this Indenture on the stated maturity date or on the Redemption Dateapplicable redemption date, as the case may be, of such principal amount, 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; (2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to in the Trustee United States confirming that, subject to customary assumptions and exclusions,; (A) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling, ; or (B) since the issuance of the 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 of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, purposes as a result of such Legal Defeasance and shall 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 reasonably acceptable to in the Trustee United States confirming that, subject to customary assumptions and exclusions, the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall will be subject to such 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 such 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 any the Credit Facility ranking pari passu with the Notes Facilities or any other material agreement or instrument governing Indebtedness (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, in each case, the granting of Liens in connection therewith)bound; (6) the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions following the deposit, the trust funds will not be subject to the effect of Sections 547 and 548 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; (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, defrauding or defrauding preferring any creditors of the Issuer or any Guarantor or others; and (7) 8) the Issuer 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 the conditions to the application of either Section 8.2 or 8.3 to the outstanding Notes: In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the NotesDefeasance: (1a) the Issuer Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the NotesHolders, cash in U.S. dollarsDollars, non-callable Government Securities, or a combination thereof, in such amounts as shall will be sufficient (in the case of Government Securities or a combination of cash and Government Securitiessufficient, in the opinion of a nationally recognized firm of independent public accountants), to pay the principal amount of, premium, if any, and interest due on the outstanding Notes on the stated maturity date Stated Maturity or on the Redemption Dateapplicable redemption date, as the case may be, of such principal amountor installment of principal of, premium, if any, or interest on such the outstanding Notes, and the Issuer must specify whether such Notes are being defeased to maturity or to a particular Redemption Date; (2b) in the case of Legal Defeasance, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, that (Ai) the Issuer Company has received from, or there has been published by, the United States U.S. Internal Revenue Service a ruling, or ruling or (B) since the issuance of the 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 shall confirm that, subject to customary assumptions Holders and exclusions, the Holders beneficial owners of the outstanding Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, purposes as a result of such Legal Defeasance and shall will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3c) in the case of Covenant Defeasance, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, that the Holders and beneficial owners of the outstanding Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall will be subject to such 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 (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to such other Indebtedness, and in each case, the granting or Event of Liens in connection therewith) Default shall have occurred and be continuing (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) on the date of such depositthe deposit described in clause (a) above; (5e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under under, any Credit Facility ranking pari passu with the Notes or any other material agreement or instrument governing Indebtedness (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 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, in each case, the granting of Liens in connection therewith)bound; (6f) 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 Holders over any other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or any Guarantor Company or others; and (7g) 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, 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 with respect to the Notes: (1a) the Issuer Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the such Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as shall will be sufficient (in the case sufficient, without consideration of Government Securities or a combination any reinvestment of cash and Government Securitiesinterest, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants), to pay the principal amount of, premium, if any, and interest due on the such Notes on the stated maturity date or on the Redemption Dateredemption date, as the case may be, of such principal amount, premium, if any, or interest on such Notes, Notes and the Issuer Issuers must specify whether such Notes are being defeased to maturity or to a particular Redemption Dateredemption date; (2b) in the case of Legal Defeasance, the Issuer Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (Ai) the Issuer has Issuers have received from, or there has been published by, the United States Internal Revenue Service a ruling, or (Bii) since the issuance of the 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 thereon, such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders beneficial owners of the such Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and shall 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 reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders beneficial owners of the such Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall will be subject to 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 (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to such other Indebtedness, and and, in each case, case the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such depositdeposit with respect to such Notes; (5e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under any the Senior Credit Facility ranking pari passu with the Notes Facilities or any other material agreement or instrument governing Indebtedness (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 such deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness, Indebtedness and, in each case, the granting of Liens in connection therewith); (6f) 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 or defrauding any creditors of the Issuer Issuers or any Guarantor or others; and (7g) 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 Section 8.03 with respect to the Notes: (1) the Issuer Company must irrevocably deposit with the Trustee, in trust, Trustee for the benefit of the Holders of the NotesHolders, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as shall will be sufficient (in the case sufficient, without consideration of Government Securities or a combination any reinvestment of cash and Government Securities, in the opinion of a nationally recognized firm of independent public accountants)interest, to pay the principal amount ofprincipal, premium, if any, and interest due on the outstanding Notes on the stated maturity date Stated Maturity or on the Redemption Dateapplicable redemption date, as the case may be, of such principal amount, premium, if any, or interest on such Notes, and the Issuer Company must specify whether such the Notes are being defeased to maturity or to a particular Redemption Dateredemption date; (2) in the case of Legal Defeasance, the Issuer shall have Company has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, , (A) the Issuer Company has received from, or there has been published by, the United States U.S. Internal Revenue Service a ruling, or or (B) since the issuance of the 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 shall will confirm that, subject to customary assumptions and exclusions, the Holders beneficial owners of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, purposes as a result of such Legal Defeasance and shall 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 Company has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders beneficial owners of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall will be subject to such 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 such deposit or will occur as a result of such deposit (other than that a Default or an Event of Default resulting from the borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to such other IndebtednessIndebtedness and, 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 deposit will not result in a breach or violation of, or constitute a default under any Credit Facility ranking pari passu with under, the Notes Bank Facilities or any other material agreement or material instrument governing Indebtedness (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 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, in each case, the granting of Liens in connection therewith)bound; (65) the Issuer shall have Company has 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 or defrauding any creditors of the Issuer or Company, any Guarantor or others; and; (76) the Issuer shall have Company has 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; and (7) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be (which instructions may be contained in the Officer’s Certificate referred to in clause (6) above).

Conditions to Legal or Covenant Defeasance. The following are the conditions precedent to the application of either Section 13.02 or 13.03 hereof to the Outstanding Securities of a series: In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the NotesOutstanding Securities of a series: (1a) the Issuer Company must irrevocably deposit with the Trustee, in trusttrust (the “Defeasance Trust”), for the benefit of the Holders of the NotesOutstanding Securities of such series, cash in U.S. dollars, U.S. Government SecuritiesObligations, or a combination thereof, in such amounts as shall be sufficient (in the case of Government Securities or a combination of cash and Government Securities, in the opinion of a nationally recognized firm of independent public accountants), to pay the principal amount of, premium, if any, and interest due on the Notes Outstanding Securities of such series on the stated maturity date Stated Maturity or on the applicable Redemption Date, as the case may be, of such principal amountprincipal, premium, if any, or interest on such NotesSecurities of such series, and the Issuer Company must specify whether such Notes are being defeased to maturity Stated Maturity or to a particular Redemption Date; (2b) in the case of Legal Defeasance, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (Ai) the Issuer Company has received from, or there has been published by, the United States Internal Revenue Service a ruling, or (Bii) since the issuance of the NotesSecurities of such series, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the Notes shall Securities of such series will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and shall 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 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; (3c) in the case of Covenant Defeasance, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes shall Securities 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 shall will be subject to 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 (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to such 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 any Credit Facility ranking pari passu with the Notes or any other material agreement or instrument governing Indebtedness (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, in each case, the granting of Liens in connection therewith); (6) 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 or defrauding any creditors of the Issuer or any Guarantor or others; and (7d) 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 hereof to the outstanding Notes: In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes: (1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as shall will be sufficient (in the case of Government Securities or a combination of cash and Government Securitiessufficient, in the opinion of a nationally recognized firm of independent public accountants), to pay the principal amount of, premium, if any, and interest due on the Notes on the stated maturity date Maturity Date or on the Redemption Date, as the case may be, of such principal amountprincipal, 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; (2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (Aa) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling, or (Bb) since the issuance of the Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and shall 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 reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall will be subject to such 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 (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to such 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 any Credit Facility ranking pari passu with the Notes or any other material agreement or instrument governing Indebtedness (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, in each case, the granting of Liens in connection therewith); (6) 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 or defrauding any creditors of the Issuer or any Guarantor or others; and (75) 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 anything to the contrary in Section 8.04(1) or 13.01(2), in connection with any Legal Defeasance, Covenant Defeasance or discharge related to the Notes involving a redemption of Notes on or prior to the Par Redemption Date, the amount deposited shall be sufficient to the extent equal, in the opinion of a nationally recognized firm of independent public accountants to the redemption price calculated as of the date of deposit, provided that any deficit in such redemption price calculated as of the date of redemption, together with accrued and unpaid interest to such redemption date, shall be required to be deposited with the Trustee on or prior to the date of redemption in accordance with Section 3.05, and any excess in such redemption price deposit shall be returned to the Issuer on such redemption date.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance with respect The following shall be the conditions to the Notesapplication of either Section 5.03 or Section 5.04 to the Outstanding Securities of a particular series: (1a) the Issuer must irrevocably deposit deposit, or cause to be irrevocably deposited, with the TrusteeTrustee for the Securities of that series, in trust, for the benefit of the Holders of the NotesSecurities of that series, cash in the currency or currency unit in which the Securities of that series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of that series), U.S. dollars, Government Securities, Obligations or a combination thereof, thereof in such amounts as shall will be sufficient (in the case of Government Securities or a combination of cash and Government Securities, in the opinion of a nationally recognized firm of independent public accountants), without reinvestment) to pay the principal amount of, premium, if any, and interest interest, if any, due on the Notes on outstanding Securities of that series and any related coupons at the stated maturity date Stated Maturity, or on the applicable Redemption Date, as the case may be, with respect to the outstanding Securities of such principal amount, premium, if any, or interest on such Notes, that series and the Issuer must specify whether such Notes are being defeased to maturity or to a particular Redemption Dateany related coupons; (2b) in the case of Legal DefeasanceDefeasance only, the Issuer shall have delivered to the Trustee for the Securities of that series (1) an Opinion of Counsel (reasonably acceptable to the Trustee Trustee) confirming that, subject to customary assumptions and exclusions, (A) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling, or (B) since the issuance date on which Securities of the Notessuch series were originally issued, there has been a change in the applicable U.S. federal Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the Notes shall Outstanding Securities of that series will not recognize income, gain or loss for U.S. federal Federal income tax purposes, as applicable, purposes as a result of such Legal Defeasance and shall will be subject to U.S. federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurredoccurred or (2) a copy of a ruling or other formal statement or action to that effect received from or published by the U.S. Internal Revenue Service; (3c) in the case of Covenant DefeasanceDefeasance only, the Issuer shall have delivered to the Trustee for the Securities of that series an Opinion of Counsel (reasonably acceptable to the Trustee Trustee) confirming that, subject to customary assumptions and exclusions, the Holders of the Notes shall Outstanding Securities of that series will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such Covenant Defeasance and shall will be subject to 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 Event of Default or event which with the giving of notice or the lapse of time, or both, would become an Event of Default with respect to the Securities of that series (other than that any event resulting from the borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to such other Indebtedness, and in each case, the granting of Liens in connection therewithdeposit) 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 any Credit Facility ranking pari passu with the Notes or any other material agreement or instrument governing Indebtedness (other than this Indenture) or instrument 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 relating to other Indebtedness, bound; and, in each case, the granting of Liens in connection therewith); (6f) the Issuer shall have delivered to the Trustee for the Securities of that series an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or any Guarantor or others; and (7) the Issuer shall have delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel (which Opinion opinion of Counsel 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 with respect to the Notes: (1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as shall will be sufficient (in the case of Government Securities or a combination of cash and Government Securitiessufficient, in the opinion of a nationally recognized firm of independent public accountants), to pay the principal amount of, premium, if any, and interest due on the Notes on the stated maturity date or on the Redemption Dateredemption date, as the case may be, of such principal amount, 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; (2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (Aa) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling, or (Bb) since the issuance of the Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and shall 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 reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall will be subject to 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 (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to such 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 any Senior Credit Facility ranking pari passu with the Notes or any other material agreement or instrument governing Indebtedness (other than this Indenture) to which, the Issuer or any Restricted Guarantor is a party or by which the Issuer or any Restricted 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, in each case, the granting of Liens in connection therewith); (6) 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 or defrauding any creditors of the Issuer or any Restricted Guarantor or others; and (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.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance with respect The following shall be the conditions to the application of either Section 8.02 or 8.03 to the outstanding Notes: (1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, Securities or a combination thereof, in such amounts as shall will be sufficient (in the case of Government Securities or a combination of cash and Government Securitiessufficient, in the opinion of a nationally recognized firm of independent public accountants), to pay the principal amount of, premium, if any, and interest due on the Notes on the stated maturity date or on the Redemption Date, as the case may be, of such principal amountprincipal, premium, if any, or interest on such Notes, Notes 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 reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (Aa) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling, or (Bb) since the issuance of the Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the Notes shall not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and shall 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 reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall will be subject to 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 (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to such other Indebtedness, and 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, any Credit Facility ranking pari passu with the Notes or any other material agreement or instrument governing Indebtedness (other than this Indenture) to which, which the Issuer or any Subsidiary Guarantor is a party or by which the Issuer or any Subsidiary Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make the such deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness, the discharge of such agreement or instrument and, in each case, the granting of Liens in connection therewith); (6) 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 or defrauding any creditors of the Issuer or any Subsidiary Guarantor or others; and (7) 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.

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 with respect to the Notes: (1a) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, U.S. Government Securities, or a combination thereof, in such amounts as shall will be sufficient (in the case of Government Securities or a combination of cash and Government Securitiessufficient, in the opinion of a nationally recognized firm of independent public accountants), to pay the principal amount of, premium, if any, and interest due on the Notes on the stated maturity date or on the Redemption Date, as the case may be, of such principal amountprincipal, premium, if any, or interest on such Notes, Notes and the Issuer must specify whether such Notes are being defeased to maturity or to a particular Redemption Date; (2b) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (Ai) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling, or (Bii) since the issuance of the Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and shall 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 reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall will be subject to 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 (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to such other IndebtednessIndebtedness and, 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 any under, the Senior Secured Credit Facility ranking pari passu with the Notes Facilities or any other material agreement or instrument governing Indebtedness (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 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 to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions following the deposit, the trust funds will not be subject to the effect of Section 547 of Title 11 of the United States Code; (g) 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 or defrauding any creditors of the Issuer or any Guarantor or othersGuarantor; and (7h) 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 Section 8.03 with respect to the Notes: (1) the Issuer Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notesholders, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as shall will be sufficient (in the case of Government Securities or a combination of cash and Government Securitiessufficient, 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 delivered to the Trustee, without consideration of any reinvestment of interest, to pay the principal amount ofprincipal, premium, if any, and interest due on the outstanding Notes on the stated maturity date Stated Maturity or on the Redemption Dateapplicable redemption date, as the case may be, of such principal amount, premium, if any, or interest on such Notes, and the Issuer Company must specify whether such the Notes are being defeased to maturity or to a particular Redemption Dateredemption date; (2) in the case of Legal Defeasance, the Issuer shall have Company has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (A) the Issuer Company has received from, or there has been published by, the United States U.S. Internal Revenue Service a ruling, or (B) since the issuance of the 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 shall will confirm that, subject to customary assumptions and exclusions, that the Holders of the Notes shall not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and shall beneficial owners 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 Company has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes shall not recognize income, gain or loss for beneficial owners will be subject to U.S. federal income tax purposes as a result of such Covenant Defeasance and shall be subject to 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 has occurred and is continuing on the date of such deposit or will occur as a result of such deposit (other than that a Default or an Event of Default resulting from the borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to such other IndebtednessDebt and, 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 deposit will not result in a breach or violation of, or constitute a default under any under, the Credit Facility ranking pari passu with the Notes Agreement or any other material agreement or material debt instrument governing Indebtedness (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 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, in each case, the granting of Liens in connection therewith)bound; (65) 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 or defrauding any creditors of the Issuer or any Guarantor or others; and (7) the Issuer shall have Company has 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; and (6) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be.

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 with respect to the Notes: (1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as shall will be sufficient (in the case of Government Securities or a combination of cash and Government Securitiessufficient, in the opinion of a nationally recognized firm of independent public accountants), to pay the principal amount of, premium, if any, and interest due on the Notes on the stated maturity date or on the Redemption Dateredemption date, as the case may be, of such principal amountprincipal, 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; (2) in the case of Legal Defeasance, the Issuer shall have delivered 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, (Aa) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling, or (Bb) since the issuance of the 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 of America shall confirm that, subject to customary assumptions and exclusions, the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal Federal income tax purposes, as applicable, purposes as a result of such Legal Defeasance and shall will be subject to U.S. federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Issuer shall have delivered 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, the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such Covenant Defeasance and shall will be subject to such 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 (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to such other IndebtednessIndebtedness and, 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 any the Senior Credit Facility ranking pari passu with the Notes Facilities or any other material agreement or instrument governing Indebtedness (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, in each case, the granting of Liens in connection therewith)bound; (6) the Issuer shall have delivered to the Trustee an Officer’s Opinion of Counsel in the United States of America and reasonably acceptable to the Trustee to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions, following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally under any applicable U.S. Federal or state law, and 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 Officers’ Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or any Guarantor or others; and (7) 8) the Issuer shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel in the United States of America and reasonably acceptable to the Trustee (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 with respect to the Notes: (1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as shall will be sufficient (in the case of Government Securities or a combination of cash and Government Securitiessufficient, in the opinion of a nationally recognized firm of independent public accountants), to pay the principal amount of, premium, if any, and interest due on the Notes on the stated maturity date or on the Redemption Date, as the case may be, of such principal amount, premium, if any, or interest on such Notes, the Notes and the Issuer must specify whether such the 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 reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (A) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling, or (B) since the issuance of the 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 thereon, such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and shall 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 reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall will be subject to 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 (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to such other Indebtedness, and and, in each case, case the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such depositdeposit with respect to the Notes; (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under any Credit Facility ranking pari passu with the Notes or any other material agreement or instrument governing Indebtedness (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 such deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness, Indebtedness and, in each case, the granting of Liens in connection therewith); (6) 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 or defrauding any creditors of the Issuer or any Guarantor or others; and (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) 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 with respect to the Series A Notes: (1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Series A Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as shall be sufficient (in the case of Government Securities or a combination of cash and Government Securitiessufficient, in the opinion of a nationally recognized firm of independent public accountants), to pay the principal amount of, premium, if any, and interest due on the Series A Notes on the stated maturity date or on the Redemption Dateredemption date, as the case may be, of such principal amount, premium, if any, or interest on such Series A Notes, and the Issuer must specify whether such Series A Notes are being defeased to maturity or to a particular Redemption Dateredemption date; (2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (Aa) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling, or (Bb) since the issuance of the Series A Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the Series A Notes shall not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and 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 to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Series A Notes shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall be subject to 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 (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to such 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 any Senior Credit Facility ranking pari passu with the Notes or any other material agreement or instrument governing Indebtedness (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, in each case, the granting of Liens in connection therewith); (6) 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 or defrauding any creditors of the Issuer or any Guarantor or others; and (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.

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 Section 8.03 with respect to the Notes: (1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the NotesHolders, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as shall will be sufficient (in the case of Government Securities or a combination of cash and Government Securitiessufficient, in the opinion of a nationally recognized firm of independent public accountants)accountants designated by the Issuer, without consideration of any reinvestment of interest, to pay the principal amount of, of and premium, if any, and interest due on the outstanding Notes on the stated maturity date Stated Maturity or on the Redemption Dateapplicable redemption date, as the case may be, of such principal amount, premium, if any, or interest on such Notes, and the Issuer must specify whether such the Notes are being defeased to maturity or to a particular Redemption Dateredemption date; (2) in the case of Legal Defeasance, the Issuer shall have has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions,; (A) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling, or (B) since the issuance of the 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 shall will confirm that, subject to customary assumptions and exclusions, that the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, purposes as a result of such Legal Defeasance and shall 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 has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall will be subject to such 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 such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than that this Indenture) to which the Issuer or any of its Restricted Subsidiaries is a party or by which the Issuer or any of its Restricted Subsidiaries is bound; (5) no Default or Event of Default has occurred and is continuing on the date of such deposit or will occur as a result of such deposit (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to such 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 any Credit Facility ranking pari passu with the Notes or any other material agreement or instrument governing Indebtedness (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, in each case, the granting of Liens in connection therewith); (6) the Issuer shall have delivered to the Trustee an Officer’s Opinion of Counsel to the effect that as of the date of such opinion and subject to customary assumptions and exclusions, including that no intervening bankruptcy of the Issuer between the date of deposit and the 91st day following the deposit and assuming that no Holder is an “insider” of the Issuer under applicable bankruptcy law, after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (7) the Issuer has delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or Issuer, any Guarantor or others; and; (7) 8) the Issuer shall have has 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 DefeasanceDefeasance under this Indenture and the Security Documents, as the case may be, have been complied withwith and that the Legal Defeasance or the Covenant Defeasance will not result in the delisting of the Notes from any national securities exchange (if so listed); and (9) the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be (which instructions may be contained in the Officers’ Certificate referred to in clause (8) above).

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 Section 8.03 with respect to the Notes: (1) the Issuer Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the NotesHolders, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as shall be sufficient (in the case of Government Securities or a combination of cash and Government Securitiessufficient, in the opinion of a nationally recognized firm of independent public accountants)accountants without consideration of any reinvestment of interest, to pay the principal amount of, and premium, if any, and interest due on the outstanding Notes on the stated maturity date Stated Maturity or on the Redemption Dateapplicable redemption date, as the case may be, of such principal amount, premium, if any, or interest on such Notes, and the Issuer Company must specify whether such the Notes are being defeased to maturity or to a particular Redemption Dateredemption date; (2) in the case of Legal Defeasance, the Issuer shall have Company has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, that (A) the Issuer Company has received from, or there has been published by, the United States Internal Revenue Service a ruling, or or (B) since the issuance of the 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 shall confirm that, subject to customary assumptions and exclusions, that the Holders of the Notes and beneficial owners shall not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, purposes as a result of such Legal Defeasance and shall be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Issuer shall have Company has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, that the Holders of the Notes and beneficial owners shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall be subject to such U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default in the case of Legal Defeasance or Covenant Defeasance, the Company must deliver to the Trustee an Opinion of Counsel qualified to practice in Canada (such counsel acceptable to the Trustee, acting reasonably) or a ruling from the Canada Revenue Agency to the effect that holders of the outstanding Notes shall not recognize income, gain or loss for Canadian federal, provincial or territorial income tax or other than that resulting from borrowing funds to be applied to make tax purposes as a result of such deposit and any similar and simultaneous deposit relating to such other IndebtednessLegal Defeasance or Covenant Defeasance, as applicable, and in each caseshall only be subject to Canadian federal, the granting of Liens in connection therewith) shall have occurred provincial or territorial income tax and be continuing other taxes on the date of same amounts, in the same manner and at the same times as would have been the case had such depositLegal Defeasance or Covenant Defeasance, as applicable, not occurred; (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under any Credit Facility ranking pari passu with the Notes or any other material agreement or instrument governing Indebtedness (other than this Indenture) to which, which the Issuer Company or any Guarantor of its Restricted Subsidiaries is a party or by which the Issuer Company or any Guarantor of its Restricted Subsidiaries is bound bound; (6) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than that a Default or an Event of Default resulting from any the borrowing of funds to be applied to make the such deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness, Indebtedness and, in each case, the granting of Liens in connection therewith); (67) the Issuer Company has delivered to the Trustee an Opinion of Counsel to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions, including that no intervening bankruptcy of the Company between the date of deposit and the 91st day following the deposit and assuming that no Holder is an "insider" of the Company under applicable bankruptcy law, after the 91st day following the deposit, the trust funds shall have not be subject to the effect of any applicable bankruptcy, insolvency, reorganization of similar laws affecting creditors' rights generally; (8) the Company has delivered to the Trustee an Officer’s 's Certificate stating that the deposit was not made by the Issuer Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or Company, any Guarantor or others; and; (79) the Issuer shall have Company has delivered to the Trustee an Officer’s '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; and (10) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of each Note at its applicable maturity or redemption date, as the case may be (which instructions may be contained in the Officer's Certificate referred to in clause (8) above).

Conditions to Legal 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 Section 8.03 with respect to the NotesNotes of each series: (1) the Issuer Partnership must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the NotesHolders, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as shall will be sufficient (sufficient, as confirmed, certified or attested by an Independent Financial Advisor in writing to the case Trustee, without consideration of Government Securities or a combination any reinvestment of cash and Government Securities, in the opinion of a nationally recognized firm of independent public accountants)interest, to pay the principal amount ofprincipal, premium, if any, and interest due on the outstanding Notes on the stated maturity date Stated Maturity or on the Redemption Dateapplicable redemption date, as the case may be, of such principal amount, premium, if any, or interest on such Notes, and the Issuer Partnership must specify whether such the Notes are being defeased to maturity or to a particular Redemption Dateredemption date; (2) in the case of Legal Defeasance, the Issuer shall have Partnership has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (A) the Issuer Partnership has received from, or there has been published by, the United States U.S. Internal Revenue Service a ruling, or (B) since the issuance of the 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 shall will confirm that, subject to customary assumptions and exclusions, that the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, purposes as a result of such Legal Defeasance and shall 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 Partnership has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall will be subject to such 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 such deposit or will occur as a result of such deposit (other than that a Default or an Event of Default resulting from the borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to such other IndebtednessDebt and, 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 deposit will not result in a breach or violation of, or constitute a default under any under, the Credit Facility ranking pari passu with the Notes Agreement or any other material agreement or material instrument governing Indebtedness (other than this Indenture) to which, which the Issuer Partnership or any Subsidiary Guarantor is a party or by which the Issuer Partnership 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 relating to other Indebtedness, and, in each case, the granting of Liens in connection therewith)bound; (65) the Issuer shall have Partnership has delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer Partnership with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or Partnership, any Subsidiary Guarantor or others; and; (76) the Issuer shall have Partnership has 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; and (7) the Partnership has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be (which instructions may be contained in the Officer’s Certificate referred to in clause (6) above).

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 with respect to the Notes: (1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as shall will be sufficient (in the case of Government Securities or a combination of cash and Government Securitiessufficient, in the opinion of a nationally recognized investment banking firm, appraisal firm or firm of independent public accountants), to pay the principal amount of, premium, if any, and interest due on the Notes on the stated maturity date or on the Redemption Dateredemption date, as the case may be, of such principal amountprincipal, premium, if any, or interest on such Notes, Notes and the Issuer must specify whether such Notes are being defeased to maturity or to a particular Redemption Dateredemption date; (2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (Aa) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling, or (Bb) since the issuance of the Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and shall 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 reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall will be subject to 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 (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to such 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 any Credit Facility ranking pari passu with the Notes or any other material agreement or instrument governing Indebtedness (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 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 Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or any Guarantor or others; and (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.

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 with respect to the Notes: (1a) the Issuer Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the such Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as shall will be sufficient (in the case sufficient, without consideration of Government Securities or a combination any reinvestment of cash and Government Securitiesinterest, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants), to pay the principal amount of, premium, if any, and interest due on the such Notes on the stated maturity date or on the Redemption Date, as the case may be, of such principal amount, premium, if any, or interest on such Notes, Notes and the Issuer Issuers must specify whether such Notes are being defeased to maturity or to a particular Redemption Date; (2b) in the case of Legal Defeasance, the Issuer Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (Ai) the Issuer has Issuers have received from, or there has been published by, the United States Internal Revenue Service a ruling, or (Bii) since the issuance of the 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 thereon, such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders beneficial owners of the such Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and shall 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 reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders beneficial owners of the such Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall will be subject to 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 (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to such other Indebtedness, and and, in each case, case the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such depositdeposit with respect to such Notes; (5e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under any the Senior Credit Facility ranking pari passu with the Notes Facilities or any other material agreement or instrument governing Indebtedness (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 such deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness, Indebtedness and, in each case, the granting of Liens in connection therewith); (6f) 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 or defrauding any creditors of the Issuer Issuers or any Guarantor or others; and (7g) 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 Section 8.03 with respect to this Indenture, the Notes, the 3M Guarantee and the Note Guarantees: (1) the Issuer must shall have irrevocably deposit deposited with the Trustee, in trust, for the benefit of the Holders of the NotesHolders, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as shall will be sufficient (in to the case of extent Government Securities are deposited, as confirmed, certified or a combination attested by an Independent Financial Advisor in writing to the Trustee), without consideration of cash and Government Securities, in the opinion any reinvestment of a nationally recognized firm of independent public accountants)interest, to pay the principal amount ofprincipal, premium, if any, and interest due on the outstanding Notes on the stated maturity date Stated Maturity or on the Redemption Dateapplicable redemption date, as the case may be, of such principal amount, premium, if any, or interest on such Notes, and the Issuer must specify whether such the Notes are being defeased to maturity Stated Maturity or to a particular Redemption Dateredemption date; (2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (A) the Issuer has received from, or there has been published by, the United States U.S. Internal Revenue Service a ruling, or (B) since the issuance of the 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 shall will confirm that, subject to customary assumptions and exclusions, the Holders beneficial owners of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, purposes as a result of such Legal Defeasance and shall 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 reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders beneficial owners of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall will be subject to such U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default shall have occurred and shall be continuing on the date of such deposit or will occur as a result of such deposit (other than that a Default or an Event of Default resulting from the borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to such other IndebtednessIndebtedness and, 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 deposit shall not result in a breach or violation of, or constitute a default under any under, the Senior Secured Credit Facility ranking pari passu with the Notes Facilities or any other material agreement or material instrument governing Indebtedness (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 a default resulting from any the borrowing of funds to be applied to make the such deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness, Indebtedness and, in each case, the granting of Liens in connection therewith); (65) 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 or defrauding any creditors of the Issuer or Issuer, any Guarantor or others; and; (76) 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; and (7) the Issuer shall have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be (which instructions may be contained in the Officer’s Certificate referred to in clause (6) above).

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or Section 8.03 hereof to the outstanding Notes: In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes: (1) the Issuer Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in Dollars, non-callable U.S. dollars, Government Securitiesgovernment obligations, or a combination thereof, in such amounts as shall will be sufficient (in the case of Government Securities or a combination of cash and Government Securitiessufficient, in the opinion of a nationally recognized firm of independent public accountants), to pay the principal amount of, premium, if any, and interest due on the Notes on the stated maturity date for payment thereof or on the Redemption Dateapplicable redemption date, as the case may be, and any other amounts owing under this Indenture (in the case of such principal amountan optional redemption date prior to electing to exercise either Legal Defeasance or Covenant Defeasance, premium, if any, or interest the Issuers have delivered to the Trustee an irrevocable notice to redeem all of the outstanding Notes on such Notes, and the Issuer must specify whether such Notes are being defeased to maturity or to a particular Redemption Dateredemption date); (2) in the case of Legal Defeasance, the Issuer Issuers shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions,: (Aa) the Issuer has Issuers have received from, or there has been published by, the United States Internal Revenue Service a ruling, ; or (Bb) since the issuance date of the 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 opinion of Counsel counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, purposes as a result of such Legal Defeasance and shall 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 opinion of Counsel counsel in the United States reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall will be subject to such 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 (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to such other Indebtedness, and in each case, the granting or Event of Liens in connection therewith) Default shall have occurred and be continuing on the date of such depositdeposit (other than Default or Event of Default resulting from the borrowing of funds to be applied to such deposit (and the incurrence of Liens associated with any such borrowings)); (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under any Credit Facility ranking pari passu with the Notes this Indenture or any other material agreement or instrument governing Indebtedness (other than this Indenture) to which, which the Issuer Company or any Guarantor of its Restricted Subsidiaries is a party or by which the Issuer Company or any Guarantor of its Restricted Subsidiaries 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, in each case, the granting of Liens in connection therewith)bound; (6) the Issuer Issuers shall have delivered to the Trustee an Officer’s Officers’ Certificate stating that the deposit was not made by the Issuer Issuers with the intent of preferring the Holders over any other creditors of the Issuers or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or any Guarantor Issuers or others; and (7) 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 conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, Defeasance have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause (2) of this Section 8.04 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 on the maturity date within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the 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: In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes: (1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as shall will be sufficient (in the case of Government Securities or a combination of cash and Government Securitiessufficient, in the opinion of a nationally recognized firm of independent public accountants), to pay the principal amount of, premium, if any, and interest due on the Notes issued under this Indenture on the stated maturity date or on the Redemption Dateredemption date, as the case may be, of such principal amountprincipal, premium, if any, or interest on such Notes, Notes and the Issuer must specify whether such Notes are being defeased to maturity or to a particular Redemption Dateredemption date; (2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (Aa) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling, or (Bb) since the original issuance of the Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and shall 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 reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall will be subject to such 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 (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to such other IndebtednessIndebtedness and, 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 any the Senior Credit Facility ranking pari passu with Facilities, the Existing Senior Notes Indenture, the Existing Senior Subordinated Notes Indenture or any other material agreement or instrument governing Indebtedness (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 relating to other Indebtedness, 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 to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions following the deposit, the trust funds will not be subject to the effect of Section 547 of Title 11 of the United States Code; (7) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or any Guarantor or others; and (7) 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 (a) The following shall be the conditions to the exercise of either the Legal Defeasance option under Section 9.02 or the Covenant Defeasance option under Section 9.03 with respect to the Notes: (1) the Issuer Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notesholders, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as shall will be sufficient (in the case of Government Securities or a combination of cash and Government Securitiessufficient, 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 delivered to the Trustee, without consideration of any reinvestment of interest, to pay the principal amount ofprincipal, premium, if any, and interest due on the outstanding Notes on the stated maturity date Stated Maturity or on the Redemption Dateapplicable redemption date, as the case may be, of such principal amount, premium, if any, or interest on such Notes, and the Issuer Company must specify whether such the Notes are being defeased to maturity or to a particular Redemption Dateredemption date; (2) in the case of Legal Defeasance, the Issuer shall have Company has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (A) the Issuer Company has received from, or there has been published by, the United States U.S. Internal Revenue Service a ruling, or (B) since the issuance of the 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 shall confirm that, subject to customary assumptions and exclusions, the Holders of the Notes shall not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and shall be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;, (3) in the case of Covenant Defeasance, the Issuer shall have Company has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders beneficial owners of the Notes shall not recognize income, gain or loss for will be subject to U.S. federal income tax purposes as a result of such Covenant Defeasance and shall be subject to 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 with respect to the outstanding Notes has occurred and is continuing on the date of such deposit or will occur as a result of such deposit (other than that a Default or an Event of Default resulting from the borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to such other IndebtednessDebt and, 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 deposit will not result in a breach or violation of, or constitute a default under any under, the Multi-Year Credit Facility ranking pari passu with the Notes Agreement or any other material agreement or material debt instrument governing Indebtedness (other than this the 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 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, in each case, the granting of Liens in connection therewith)bound; (65) 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 or defrauding any creditors of the Issuer or any Guarantor or others; and (7) the Issuer shall have Company has 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; and (6) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notesunder either Section 8.02 or 8.03 hereof: (1) the Issuer Company must irrevocably deposit with the TrusteeTrustee (or such other entity designated or appointed by the Trustee for this purpose), in trust, for the benefit of the Holders of the NotesHolders, cash in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination thereof, in such amounts as shall be sufficient (in the case of Government Securities or a combination of cash in U.S. dollars and non-callable U.S. Government SecuritiesObligations, in amounts as will be sufficient, in the opinion of a nationally an internationally recognized investment bank, appraisal firm or firm of independent public accountants), to pay the principal amount of, or interest and premium, and Additional Amounts, if any, and interest due on on, the outstanding Notes on the stated maturity date for payment thereof or on the Redemption Dateapplicable redemption date, as the case may be, of such principal amount, premium, if any, or interest on such Notes, 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 Dateredemption date; (2) 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 reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions,: (A) the Issuer Company has received from, or there has been published by, the United States U.S. Internal Revenue Service a ruling, ; or (B) since the issuance date of the 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 shall confirm that, subject to customary assumptions and exclusions, the Holders holders of the outstanding Notes shall will not recognize income, gain or loss for U.S. United States federal income tax purposes, as applicable, purposes as a result of such Legal Defeasance and shall will be subject to U.S. United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) 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 reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, that the Holders holders of the outstanding Notes shall will not recognize income, gain or loss for U.S. United States federal income tax purposes as a result of such Covenant Defeasance and shall will be subject to such United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to such other Indebtedness, and in each case, the granting or Event of Liens in connection therewith) shall have Default has occurred and be is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit; (5) such Legal Defeasance or Covenant Defeasance shall and the deposit will not result in a breach or violation of, or constitute a default under any Credit Facility ranking pari passu with the Notes or under, any other material agreement or instrument governing Indebtedness (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 bound; (other than that resulting from any borrowing of funds to be applied to make the deposit required to effect 5) such Legal Defeasance or Covenant Defeasance and will not result in a breach or violation of, or constitute a default under, any similar and simultaneous deposit relating material agreement or instrument (other than this Indenture) to other Indebtedness, and, in each casewhich the Parent Guarantor, the granting Company or any of Liens in connection therewith)their respective Subsidiaries is a party or by which the Parent Guarantor, the Company or any of their Subsidiaries is bound; (6) the Issuer shall have delivered Company must deliver to the Trustee an Officer’s Certificate of the Company stating that the deposit was not made by the Issuer Company with the intent of preferring the Holders over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or any Guarantor Company or others; and (7) 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. (8) The Trustee shall be entitled to its usual fees and, in addition, any fees and expenses incurred or charged by the Trustee and its counsel in connection with defeasance, satisfaction and discharge, and investment or custody services provided hereunder.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notesunder Section 8.02 or 8.03 hereof: (1a) the Issuer must irrevocably deposit with the TrusteeTrustee (or such other entity directed, in trustdesignated or appointed by the Issuer and acceptable to the Trustee (acting reasonably), acting for the Trustee for this purpose) for the benefit of the Holders of the Notes, cash in U.S. dollarseuro, European Government SecuritiesObligations, or a combination thereof, in such amounts as shall will be sufficient (in the case of Government Securities or a combination of cash and Government Securitiessufficient, in the written opinion of a nationally recognized firm of independent public accountants), accountants to pay the principal amount of, premium, if any, and interest due on the Notes on the stated maturity Stated Maturity date or on the Redemption Dateredemption date, as the case may be, of such principal amountprincipal, 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; (2b) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions,: (Ai) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling, or (Bii) since the issuance of the Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of and the Notes shall beneficial owners will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, purposes as a result of such Legal Defeasance and shall 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 reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes shall 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 shall will be subject to such 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 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 such other IndebtednessIndebtedness and, 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 any Credit Facility ranking pari passu with the Notes or any other material agreement or instrument governing Indebtedness (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, in each case, the granting of Liens in connection therewith); (6f) 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 or defrauding any creditors of the Issuer or any Guarantor or others; and (7g) 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 to the outstanding Notes: In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes: (1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as shall will be sufficient (in the case of Government Securities or a combination of cash and Government Securitiessufficient, in the opinion of a nationally recognized firm of independent public accountants), to pay the principal amount of, premium, if any, and interest due on the Notes on the stated maturity date or on the Redemption Date, as the case may be, of such principal amount, premium, if any, or interest on such Notes, Notes and the Issuer must specify whether such the 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 reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (Aa) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling, or (Bb) since the issuance of the 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 thereon, such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and shall 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 reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall will be subject to 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 (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to such other Indebtedness, and and, in each case, case the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such depositdeposit with respect to the Notes; (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under any the Senior Credit Facility ranking pari passu with the Notes Facilities or any other material agreement or instrument governing Indebtedness (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 such deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness, Indebtedness and, in each case, the granting of Liens in connection therewith); (6) 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 or defrauding any creditors of the Issuer or any Guarantor or others; and (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.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the 2017 B Notes: (1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the 2017 B Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as shall be sufficient (in the case of Government Securities or a combination of cash and Government Securitiessufficient, in the opinion of a nationally recognized firm of independent public accountants), to pay the principal amount of, premium, if any, and interest due on the 2017 B Notes on the stated maturity date or on the Redemption Dateredemption date, as the case may be, of such principal amount, premium, if any, or interest on such 2017 B Notes, and the Issuer must specify whether such 2017 B Notes are being defeased to maturity or to a particular Redemption Dateredemption date; (2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (Aa) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling, or (Bb) since the issuance of the 2017 B Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the 2017 B Notes shall not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and 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 to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the 2017 B Notes shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall be subject to 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 (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to such 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 any Senior Credit Facility ranking pari passu with the Notes or any other material agreement or instrument governing Indebtedness (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, in each case, the granting of Liens in connection therewith); (6) 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 or defrauding any creditors of the Issuer or any Guarantor or others; and (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.

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 of any one or more Series. The Legal Defeasance or Covenant Defeasance with respect to the Notesmay 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 Holders of the such Series of Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereofof cash in U.S. dollars and non-callable U.S. Government Securities, in such amounts as shall will be sufficient (in the case of Government Securities or a combination of cash and Government Securitiessufficient, in the opinion of a nationally recognized firm of independent public accountantsaccountants (a copy of which shall be provided to the Trustee), to pay the principal amount of(including mandatory sinking fund or analogous payments, if any), premium, if any, and interest due on the outstanding Notes of such Series on the stated maturity date Stated Maturity or on the next Redemption Date, as the case may be, and the Company shall specify whether the Notes of such principal amount, premium, if any, or interest on such Notes, and the Issuer must specify whether such Notes Series are being defeased to maturity or to a such particular Redemption Date; (2b) in the case of Legal Defeasance, the Issuer Company shall have delivered deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, that (Ai) the Issuer Company has received from, or there has been published by, the United States Internal Revenue Service a ruling, or ruling or (Bii) since subsequent to the issuance of the 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 shall confirm that, subject to customary assumptions and exclusions, the Holders of the outstanding Notes shall of such Series will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, purposes as a result of such Legal Defeasance and shall 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 deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, that the Holders of the outstanding Notes shall 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 shall will be subject to such 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 has occurred and is continuing with respect to the Notes of such Series on the date of such deposit (other than that a Default or Event of Default resulting from the borrowing of funds to be applied to make such deposit and the grant of any similar and simultaneous deposit relating to Lien securing such other Indebtedness, and in each case, the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such depositborrowing); (5e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under under, any Credit Facility ranking pari passu with the Notes or any other material agreement or instrument governing Indebtedness (other than this Indenture) to which, which the Issuer Company or any Guarantor Subsidiary is a party or by which the Issuer Company or any Guarantor Subsidiary 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, in each case, the granting of Liens in connection therewith)bound; (6f) the Issuer Company shall have delivered deliver 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 such Series of Notes over other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or any Guarantor or otherssuch other creditors; and (7g) the Issuer shall have delivered Company delivers 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 with respect to the Notesunder either Section 8.2 or 8.3 hereof: (1i) the Issuer Company must irrevocably deposit with the Trustee, in trusttrust (the “Defeasance Trust”), for the benefit of the Holders of the NotesHolders, cash in dollars or U.S. dollars, Government Securities, Obligations or a combination thereof, thereof in such amounts as shall will be sufficient (in the case of Government Securities or a combination of cash and Government Securitiessufficient, in the opinion of a nationally recognized firm of independent public accountants), to pay the principal amount of, of and premium, if any, and interest due on the Notes issued under this Indenture on the stated maturity date or on the Redemption Dateapplicable redemption date, as the case may be, of such principal amount, 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; (2ii) in the case of Legal Defeasance, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to in the Trustee confirming United States stating that, subject to customary assumptions and exclusions,; (A1) the Issuer Company has received from, or there has been published by, the United States Internal Revenue Service a ruling, ; or (B2) since the issuance of the 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 of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, purposes as a result of such Legal Defeasance and shall will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3iii) in the case of Covenant Defeasance, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable in the United States, subject to the Trustee confirming customary assumptions and exclusions, stating that, subject to customary assumptions and exclusions, the Holders, in their capacity as Holders of the Notes shall Notes, will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall will be subject to such U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4iv) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to such 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 any Credit Facility ranking pari passu with the Notes or any other material agreement or instrument governing Indebtedness (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, in each case, the granting of Liens in connection therewith); (6) 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 or defrauding any creditors of the Issuer or any Guarantor or others; and (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.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notesunder either Section 8.02 or 8.03 hereof: (1) the Issuer Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the NotesHolders, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as shall be sufficient (in the case of Government Securities or a combination of cash in U.S. dollars and Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants)accountants if Government Securities are delivered, to pay the principal amount of, or interest and premium, if any, and interest due on on, the outstanding Notes on the stated maturity date for payment thereof or on the Redemption Dateapplicable redemption date, as the case may be, of such principal amount, premium, if any, or interest on such Notes, 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 Dateredemption date; (2) in the case of Legal Defeasance, the Issuer shall have delivered Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, that (A) the Issuer Company has received from, or there has been published by, the United States Internal Revenue Service a ruling, or ruling or (B) since the issuance of the 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 shall will confirm that, subject to customary assumptions and exclusions, the Holders Beneficial Owners of the outstanding Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, purposes as a result of such Legal Defeasance and shall 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 Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, that the Holders Beneficial Owners of the outstanding Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall will be subject to such 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 (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to such other Indebtedness, and in each case, the granting or Event of Liens in connection therewith) Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (5) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under under, any Credit Facility ranking pari passu with the Notes or any other material agreement or instrument governing Indebtedness (other than this Indenture) to which, the Issuer which CF Holdings or any Guarantor of its Subsidiaries is a party or by which the Issuer CF Holdings or any Guarantor of its Subsidiaries 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, in each case, the granting of Liens in connection therewith)bound; (6) the Issuer shall have delivered Company must deliver 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 the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or any Guarantor Company or others; and (7) 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 to exercise either Legal Defeasance or Covenant Defeasance with respect The following shall be the conditions to the application of either Section 8.02 or Section 8.03 to the outstanding Notes: (1a) the Issuer Issuers must irrevocably deposit with the TrusteeTrustee or such entity designated or appointed (as agent) by the Trustee for this purpose, in trust, for the benefit of the Holders of the NotesHolders, cash in U.S. dollars, U.S. Government Securities, Obligations or a combination thereofthereof for the U.S. Dollar Notes or sterling, U.K. Government Obligations or a combination thereof for the Sterling Notes, or in such amounts as shall will be sufficient (in the case of Government Securities or a combination of cash and Government Securitieswithout reinvestment, in the opinion of a nationally an internationally recognized firm of independent public accountants), to pay the principal amount of, premiuminterest, premium and Additional Amounts, if any, and interest due on the outstanding applicable series of Notes on the stated maturity date or on the Redemption Dateapplicable redemption date, as the case may be, of such principal amount, premium, if any, or interest on such Notes, and the Issuer Issuers must specify whether such the Notes are being defeased to maturity or to a particular Redemption Dateredemption date; (2b) in the case of Legal Defeasance, the Issuer Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee from U.S. counsel confirming that, subject to customary assumptions and exclusions, that (A) the Issuer has Issuers have received from, or there has been published by, the United States U.S. Internal Revenue Service a ruling, or ruling or (B) since the issuance date of the Notesthis Indenture, there has been a change in the applicable U.S. federal income tax law, in either case case, to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders beneficial owners of the outstanding Notes shall of the applicable series will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, purposes as a result of such Legal Defeasance and shall 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 reasonably acceptable to from U.S. counsel confirming that the Trustee confirming that, subject to customary assumptions and exclusions, the Holders beneficial owners of the outstanding Notes shall of the applicable series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall will be subject to such 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 (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to such other Indebtedness, and in each case, the granting or Event of Liens in connection therewith) Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (5e) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under any Credit Facility ranking pari passu with the Notes or any other material agreement or instrument governing Indebtedness (other than this Indenture) to which, which the Issuer or any Guarantor its Subsidiaries is a party or by which the Issuer or any Guarantor its Subsidiaries 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, in each case, the granting of Liens in connection therewith)bound; (6f) the Issuer shall have delivered Issuers deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer Issuers with the intent of preferring the Holders over the other creditors of the Issuers with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or any Guarantor Issuers or others; and; (7g) the Issuer shall have delivered Issuers 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; and (h) the Issuers deliver to the applicable Trustee all other documents or other information that the Trustee may require in connection with either defeasance option.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the 2017 A Notes: (1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the 2017 A Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as shall be sufficient (in the case of Government Securities or a combination of cash and Government Securitiessufficient, in the opinion of a nationally recognized firm of independent public accountants), to pay the principal amount of, premium, if any, and interest due on the 2017 A Notes on the stated maturity date or on the Redemption Dateredemption date, as the case may be, of such principal amount, premium, if any, or interest on such 2017 A Notes, and the Issuer must specify whether such 2017 A Notes are being defeased to maturity or to a particular Redemption Dateredemption date; (2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (Aa) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling, or (Bb) since the issuance of the 2017 A Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the 2017 A Notes shall not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and 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 to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the 2017 A Notes shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall be subject to 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 (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to such 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 any Senior Credit Facility ranking pari passu with the Notes or any other material agreement or instrument governing Indebtedness (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, in each case, the granting of Liens in connection therewith); (6) 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 or defrauding any creditors of the Issuer or any Guarantor or others; and (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.

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 9.02 or the Covenant Defeasance option under Section 9.03 with respect to the Notes: (1) the Issuer Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notesholders, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as shall will be sufficient (in the case of Government Securities or a combination of cash and Government Securitiessufficient, 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 delivered to the Trustee, without consideration of any reinvestment of interest, to pay the principal amount ofprincipal, premium, if any, and interest due on the outstanding Notes on the stated maturity date Stated Maturity or on the Redemption Dateapplicable redemption date, as the case may be, of such principal amount, premium, if any, or interest on such Notes, and the Issuer Company must specify whether such the Notes are being defeased to maturity or to a particular Redemption Dateredemption date; (2) in the case of Legal Defeasance, the Issuer shall have Company has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (A) the Issuer Company has received from, or there has been published by, the United States U.S. Internal Revenue Service a ruling, or (B) since the issuance of the 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 shall confirm that, subject to customary assumptions and exclusions, will confrim that the Holders of the Notes shall not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and shall beneficial owners 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 Company has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders beneficial owners of the Notes shall not recognize income, gain or loss for will be subject to U.S. federal income tax purposes as a result of such Covenant Defeasance and shall be subject to 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 with respect to the outstanding Notes has occurred and is continuing on the date of such deposit or will occur as a result of such deposit (other than that a Default or an Event of Default resulting from the borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to such other IndebtednessDebt and, 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 deposit will not result in a breach or violation of, or constitute a default under any under, the Credit Facility ranking pari passu with the Notes Agreement or any other material agreement or material debt instrument governing Indebtedness (other than this the 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 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, in each case, the granting of Liens in connection therewith)bound; (65) 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 or defrauding any creditors of the Issuer or any Guarantor or others; and (7) the Issuer shall have Company has 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; and (6) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be.

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 with respect to the Notes: (1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as shall will be sufficient (in the case of Government Securities or a combination of cash and Government Securitiessufficient, in the opinion of a nationally recognized firm of independent public accountants), to pay the principal amount of, premium, if any, and interest due on the Notes on the stated maturity date Maturity Date or on the Redemption Date, as the case may be, of such principal amountprincipal, 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; (2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (Aa) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling, or (Bb) since the issuance of the Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders beneficial owners of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and shall 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 reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall will be subject to such 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 (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to such 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 any Credit Facility ranking pari passu with the Notes or any other material agreement or instrument governing Indebtedness (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, in each case, the granting of Liens in connection therewith); (6) 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 or defrauding any creditors of the Issuer or any Guarantor or others; and (75) 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 anything to the contrary in Section 8.04(1) or 13.01(2), in connection with any Legal Defeasance, Covenant Defeasance or discharge related to the Notes involving a redemption of Notes on or prior to the Par Redemption Date, the amount deposited shall be sufficient to the extent equal, in the opinion of a nationally recognized firm of independent public accountants to the redemption price calculated as of the date of deposit, provided that any deficit in such redemption price calculated as of the date of redemption, together with accrued and unpaid interest to such redemption date, shall be required to be deposited with the Trustee on or prior to the date of redemption in accordance with Section 3.05, and any excess in such redemption price deposit shall be returned to the Issuer on such redemption date.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notesunder either Section 8.2 or 8.3 hereof: (1) the Issuer must irrevocably deposit with the Trustee, in trusttrust (the “Defeasance Trust”), for the benefit of the Holders of the NotesHolders, cash in dollars or U.S. dollars, Government Securities, Obligations or a combination thereof, thereof in such amounts as shall will be sufficient (in the case of Government Securities or a combination of cash and Government Securitiessufficient, in the opinion of a nationally recognized firm of independent public accountants), to pay the principal amount of, of and premium, if any, interest and interest Additional Interest, if any, due on the Notes issued under this Indenture on the stated maturity date or on the Redemption Dateapplicable redemption date, as the case may be, of such principal amount, 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; (2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to in the Trustee United States confirming that, subject to customary assumptions and exclusions,; (A) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling, ; or (B) since the issuance of the 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 of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, purposes as a result of such Legal Defeasance and shall 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 reasonably acceptable to in the Trustee confirming United States stating that, subject to customary assumptions and exclusions, the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall will be subject to such 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 such 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 any the Credit Facility ranking pari passu with the Notes Facilities or any other material agreement or instrument governing Indebtedness (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, in each case, 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 Sections 546 and 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; (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, defrauding or defrauding preferring any creditors of the Issuer or any Guarantor or othersCompany; and (7) 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 with respect to the Series B Notes: (1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Series B Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as shall be sufficient (in the case of Government Securities or a combination of cash and Government Securitiessufficient, in the opinion of a nationally recognized firm of independent public accountants), to pay the principal amount of, premium, if any, and interest due on the Series B Notes on the stated maturity date or on the Redemption Dateredemption date, as the case may be, of such principal amount, premium, if any, or interest on such Series B Notes, and the Issuer must specify whether such Series B Notes are being defeased to maturity or to a particular Redemption Dateredemption date; (2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (Aa) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling, or (Bb) since the issuance of the Series B Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the Series B Notes shall not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and 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 to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Series B Notes shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall be subject to 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 (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to such 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 any Senior Credit Facility ranking pari passu with the Notes or any other material agreement or instrument governing Indebtedness (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, in each case, the granting of Liens in connection therewith); (6) 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 or defrauding any creditors of the Issuer or any Guarantor or others; and (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.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance with respect The following shall be the conditions to the Notesapplication of either Section 8.02 or 8.03 to Notes of any series: (1) the Issuer Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the applicable series of Notes, cash in U.S. dollars, U.S. Government SecuritiesObligations (that through the scheduled payment of principal and interest in accordance with their terms will provide money in an amount), or a combination thereof, in such amounts as shall will be sufficient (in the case of Government Securities or a combination of cash and Government Securitiessufficient, in the opinion of a nationally recognized public accounting firm of independent public accountants(insofar as any U.S. Government Obligations are so included), to pay the principal amount of, premium, if any, and interest due on the such Notes on the stated maturity Stated Maturity date or on the Redemption Date, as the case may be, of such principal amountprincipal, premium, if any, or interest on such Notes, Notes and the Issuer Issuers must specify whether such Notes are being defeased to maturity Maturity or to a particular Redemption Date; (2) in the case of Legal Defeasance, the Issuer Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (Aa) the Issuer has Issuers have received from, or there has been published by, the United States Internal Revenue Service a ruling, or (Bb) since the issuance of the such series of Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the Notes shall of such series will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and shall 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 reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes shall 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 shall will be subject to 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 (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to such other Indebtedness, and and, in each case, 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 any Credit Facility ranking pari passu with the Notes or any other material agreement or material instrument governing Indebtedness (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 any borrowing of funds to be applied to make the such deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness, Indebtedness and, in each case, the granting of Liens in connection therewith); (6) 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 or defrauding any creditors of the Issuer Issuers or any Guarantor or others; and (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 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 Section 8.03 with respect to the Notes: (1) the Issuer must irrevocably deposit with the TrusteePaying Agent, in trust, for the benefit of the Holders of the NotesHolders, cash in U.S. dollarsEuro, Government Securities, or a combination thereof, in such amounts as shall will be sufficient (sufficient, as confirmed, certified or attested by an Independent Financial Advisor in writing to the case Trustee and the Paying Agent, without consideration of Government Securities or a combination any reinvestment of cash and Government Securities, in the opinion of a nationally recognized firm of independent public accountants)interest, to pay the principal amount ofprincipal, premium, if any, and interest interest, if any, due on the outstanding Notes on the stated maturity date Stated Maturity or on the Redemption Dateapplicable redemption date, as the case may be, of such principal amount, premium, if any, or interest on such Notes, and the Issuer must specify whether such the Notes are being defeased to maturity or to a particular Redemption Dateredemption date; (2) in the case of Legal Defeasance, the Issuer shall have has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (A) the Issuer has received from, or there has been published by, the United States U.S. Internal Revenue Service a ruling, or (B) since the issuance of the 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 shall will confirm that, subject to customary assumptions and exclusions, the Holders and beneficial owners of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, purposes as a result of such Legal Defeasance and shall 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 has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders and beneficial owners of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall will be subject to such 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) in the case of Legal Defeasance or Covenant Defeasance, the Issuer has delivered to the Trustee an Opinion of Counsel in the jurisdiction of organization of the Issuer confirming that, subject to customary assumptions and exclusions, the Holders and beneficial owners of Notes will not recognize income, gain or loss for income tax purposes in such jurisdiction as a result of such Legal Defeasance or Covenant Defeasance and will be subject to income tax in such jurisdiction 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 had not occurred; (5) no Default or Event of Default has occurred and is continuing on the date of such deposit or will occur as a result of such deposit (other than that a Default or an Event of Default resulting from the borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to such other IndebtednessIndebtedness and, 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 deposit will not result in a breach or violation of, or constitute a default under any under, the Senior Credit Facility ranking pari passu with the Notes or any other material agreement or material instrument governing Indebtedness (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 relating to other Indebtedness, and, in each case, the granting of Liens in connection therewith)bound; (6) the Issuer shall have has 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 or defrauding any creditors of the Issuer or Issuer, any Guarantor or others; and; (7) the Issuer shall have has 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; and (8) the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be (which instructions may be contained in the Officer’s Certificate referred to in clause (7) above).

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance with respect to under either Section 8.2 or 8.3 hereof: the Notes: (1) the Issuer Company must irrevocably deposit with the TrusteePaying Agent, in trust, for the benefit of the Holders of the NotesHolders, cash in U.S. dollars, U.S. Government SecuritiesObligations, or a combination thereof, in such amounts as shall will be sufficient (in the case of Government Securities or a combination of cash and Government Securitiessufficient, in the opinion of a nationally recognized firm of independent public accountants), to pay the principal amount of, of and premium, if any, interest and interest Additional Interest, if any, due on the Notes issued under this Indenture on the stated maturity date or on the Redemption Dateapplicable redemption date, as the case may be, of such principal amount, 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; (2) redemption date; in the case of Legal Defeasance, Defeasance the Issuer Company shall have delivered to the Trustee and the Paying Agent an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (A) ; the Issuer Company has received from, or there has been published by, the United States Internal Revenue Service a ruling, or (B) ; or since the issuance of the 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 of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, purposes as a result of such Legal Defeasance and shall 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 and Paying Agent an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall will be subject to such 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 such 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 any the Credit Facility ranking pari passu with the Notes Facilities or any other material agreement or instrument governing Indebtedness (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 bound; the 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 Company shall have delivered to the Trustee and Paying Agent an Officer’s Certificate stating that the deposit was not made by the Issuer Company with the intent of defeating, hindering, delaying delaying, defrauding or defrauding preferring any creditors of the Issuer or any Guarantor or othersCompany; and (7) and the Issuer Company shall have delivered to the Trustee and Paying Agent an Officer’s Certificate and an Opinion of Counsel (which Opinion opinion of Counsel 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. Deposited Money and U.S. Government Obligations To Be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.6 hereof, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or the Paying Agent (or other qualifying trustee, collectively for purposes of this Section 8.5, the “Trustee”) pursuant to Section 8.4 hereof in respect of the outstanding Notes will be held in trust and applied by the Trustee or the Paying Agent, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, and interest and Additional Interest, if any, but such money need not be segregated from other funds except to the extent required by law. The Company will pay and indemnify the Trustee and each Paying Agent against any tax, fee or other charge imposed on or assessed against the cash or U.S. Government Obligations deposited pursuant to Section 8.4 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Notwithstanding anything in this Article VIII to the contrary, the Trustee or the Paying Agent will deliver or pay to the Company from time to time upon the request of the Company any money or U.S. Government Obligations held by it as provided in Section 8.4 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee or the Paying Agent (which may be the opinion delivered under Section 8.4(1) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance. Repayment to the Company. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium or interest or Additional Interest, if any, on, any Note and remaining unclaimed for two years after such principal, premium or interest or Additional Interest, if any, has become due and payable shall be paid to the Company on their written request unless an abandoned property law designates another Person or (if then held by the Company) will be discharged from such trust; and the Holder of such Note will thereafter be permitted to look only to the Company for payment thereof unless an abandoned property law designates another Person, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, will thereupon cease; provided, however, that the Trustee, before being required to make any such repayment, shall at the expense of the Company cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which will not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Company.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notesor discharge this Indenture under either Section 8.02 or 8.03 hereof: (1) the Issuer Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination thereof, in such amounts as shall will be sufficient (in the case of Government Securities or a combination of cash and Government Securitiessufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants)accountants reasonably satisfactory to the Trustee, to pay the principal amount of, premiumpremium on, if any, and interest due on interest, if any, on, the outstanding Notes on the stated maturity date for payment thereof or on the Redemption Dateapplicable redemption date, as the case may be, of such principal amount, premium, if any, or interest on such Notes, 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 Dateredemption date; (2) in the case of Legal Defeasance, the Issuer shall have delivered Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions exclusions and exclusions, assumptions, (Aa) the Issuer Company has received from, or there has been published by, the United States Internal Revenue Service a ruling, or ruling or (Bb) since the issuance date of the 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 shall will confirm that, subject to customary assumptions exclusions and exclusionsassumptions, the Holders and beneficial owners of the outstanding Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, purposes as a result of such Legal Defeasance and shall 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 Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions exclusions and exclusionsassumptions, the Holders and beneficial owners of the outstanding Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall will be subject to such 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 (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to such other Indebtedness, and in each case, the granting or Event of Liens in connection therewith) shall have Default 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 Debt), 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 under, any Credit Facility ranking pari passu with the Notes or any other material agreement or instrument governing Indebtedness (other than this IndentureIndenture and the agreements governing any other Debt being defeased, discharged or replaced) to which, which the Issuer Company or any Guarantor of the Subsidiary Guarantors is a party or by which the Issuer Company or any Guarantor of the Subsidiary Guarantors 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, in each case, the granting of Liens in connection therewith)bound; (6) 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 Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or any Guarantor Company or others; and (7) 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, the Covenant Defeasance or the Covenant Defeasance, as the case may be, discharge 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 8.2 or the Covenant Defeasance option under Section 8.3 with respect to the NotesSecurities: (1) the Issuer Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the NotesHolders, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as shall will be sufficient (in the case sufficient, as confirmed, certified or attested by an Independent Financial Advisor, without consideration of Government Securities or a combination any reinvestment of cash and Government Securities, in the opinion of a nationally recognized firm of independent public accountants)interest, to pay the principal amount ofprincipal, premium, if any, and interest due on the Notes outstanding Securities on the stated maturity date Stated Maturity or on the Redemption Dateapplicable redemption date, as the case may be, of such principal amount, premium, if any, or interest on such Notes, and the Issuer Company must specify whether such Notes the Securities are being defeased to maturity or to a particular Redemption Dateredemption date; (2) in the case of Legal Defeasance, the Issuer shall have Company has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (A) the Issuer Company has received from, or there has been published by, the United States U.S. Internal Revenue Service a ruling, or (B) since the issuance of the 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 shall will confirm that, subject to customary assumptions and exclusions, that the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, purposes as a result of such Legal Defeasance and shall 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 Company has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall will be subject to such 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 such deposit or will occur as a result of such deposit (other than that a Default or an Event of Default resulting from the borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to such other IndebtednessIndebtedness and, 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 deposit will not result in a breach or violation of, or constitute a default under any under, the Senior Secured Credit Facility ranking pari passu with the Notes Agreement or any other material agreement or material instrument governing Indebtedness (other than this Indenture) to which, 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 relating to other Indebtedness, and, in each case, the granting of Liens in connection therewith)bound; (65) the Issuer shall have Company has delivered to the Trustee an Officer’s Officers’ Certificate stating that the deposit was not made by the Issuer Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or Company, any Subsidiary Guarantor or others; and; (76) the Issuer shall have Company has 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; and (7) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Securities at maturity or the redemption date, as the case may be (which instructions may be contained in the Officers’ Certificate referred to in clause (6) above).

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notesunder either Section 8.2 or 8.3 hereof: (1) the Issuer Company must irrevocably deposit with the TrusteePaying Agent, in trust, for the benefit of the Holders of the NotesHolders, cash in U.S. dollars, U.S. Government SecuritiesObligations, or a combination thereofthereof (if U.S. Government Obligations, as deemed sufficient in the opinion of a nationally recognized investment bank, appraisal firm or firm of public accountants), in such amounts as shall will be sufficient (in the case of Government Securities or a combination of cash and Government Securitiessufficient, in the opinion of a nationally recognized firm of independent public accountants), to pay the principal amount of, of and premium, if any, and interest due on the Notes issued under this Indenture on the stated maturity date or on the Redemption Dateapplicable redemption date, as the case may be, of such principal amount, 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; (2) in the case of Legal Defeasance, Defeasance the Issuer Company shall have delivered to the Trustee and the Paying Agent an Opinion of Counsel reasonably acceptable to in the Trustee United States confirming that, subject to customary assumptions and exclusions,; (A) the Issuer Company has received from, or there has been published by, the United States Internal Revenue Service a ruling, ; or (B) since the issuance of the 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 of the Notes shall and beneficial owners will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, purposes as a result of such Legal Defeasance and shall 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 and Paying Agent an Opinion of Counsel reasonably acceptable to in the Trustee United States confirming that, subject to customary assumptions and exclusions, the Holders of the Notes shall 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 shall will be subject to such 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 (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to such 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 any Credit Facility ranking pari passu with the Notes or any other material agreement or instrument governing Indebtedness (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, in each case, the granting of Liens in connection therewith); (6) the Issuer Company shall have delivered to the Trustee and Paying Agent an Opinion of Counsel to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions following the deposit, the trust funds will not be subject to the effect of Sections 547 and 548 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; (5) the Company shall have delivered to the Trustee and Paying Agent an Officer’s Certificate stating that the deposit was not made by the Issuer Company with the intent of defeating, hindering, delaying delaying, defrauding or defrauding preferring any creditors of the Issuer or any Guarantor or othersCompany; and (76) the Issuer Company shall have delivered to the Trustee and Paying Agent an Officer’s Certificate and an Opinion of Counsel (which Opinion opinion of Counsel 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 Section 8.03 with respect to the Notes: (1) the Issuer Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the NotesHolders, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as shall be sufficient (in the case of Government Securities or a combination of cash and Government Securitiessufficient, in the opinion of a nationally recognized firm of independent public accountants)accountants without consideration of any reinvestment of interest, to pay the principal amount of, and premium, if any, and interest due on the outstanding Notes on the stated maturity date Stated Maturity or on the Redemption Dateapplicable redemption date, as the case may be, of such principal amount, premium, if any, or interest on such Notes, and the Issuer Company must specify whether such the Notes are being defeased to maturity or to a particular Redemption Dateredemption date; (2) in the case of Legal Defeasance, the Issuer shall have Company has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, that (A) the Issuer Company has received from, or there has been published by, the United States Internal Revenue Service a ruling, or or (B) since the issuance of the 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 shall confirm that, subject to customary assumptions and exclusions, that the Holders of the Notes shall not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, purposes as a result of such Legal Defeasance and shall be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Issuer shall have Company has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall be subject to such U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default In the case of Legal Defeasance or Covenant Defeasance, the Company must deliver to the Trustee an Opinion of Counsel qualified to practice in Canada (such counsel acceptable to the Trustee, acting reasonably) or a ruling from the Canada Revenue Agency to the effect that holders of the outstanding Notes shall not recognize income, gain or loss for Canadian federal, provincial or territorial income tax or other than that resulting from borrowing funds to be applied to make tax purposes as a result of such deposit and any similar and simultaneous deposit relating to such other IndebtednessLegal Defeasance or Covenant Defeasance, as applicable, and in each caseshall only be subject to Canadian federal, the granting of Liens in connection therewith) shall have occurred provincial or territorial income tax and be continuing other taxes on the date of same amounts, in the same manner and at the same times as would have been the case as if such depositLegal Defeasance or Covenant Defeasance, as applicable, not occurred; (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under any Credit Facility ranking pari passu with the Notes or any other material agreement or instrument governing Indebtedness (other than this Indenture) to which, which the Issuer Company or any Guarantor of its Restricted Subsidiaries is a party or by which the Issuer Company or any Guarantor of its Restricted Subsidiaries is bound bound; (6) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than that a Default or an Event of Default resulting from any the borrowing of funds to be applied to make the such deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness, Indebtedness and, in each case, the granting of Liens in connection therewith); (67) the Issuer shall have Company has delivered to the Trustee an Opinion of Counsel to the effect that, after the expiry of three months from the date of deposit and assuming that no initial bankruptcy event has taken place in respect of the Company or any Guarantor between the date of deposit and the expiry of such three month period and assuming that no Holder was a non-arms length party with respect to the Company or any Guarantor under applicable Bankruptcy Law, the deposit, does not constitute a preferential payment that will be recoverable by a trustee in bankruptcy in Canada pursuant to Section 95 of the Bankruptcy and Insolvency Act (Canada), as amended; (8) the Company has 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 or defrauding any creditors of the Issuer or Company, any Guarantor or others; and; (79) the Issuer shall have Company has 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; and (10) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be (which instructions may be contained in the Officer’s Certificate referred to in clause (8) above).

Conditions to Legal 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 with respect to the Notes: (1) the Issuer Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, thereof in such amounts as shall will be sufficient (sufficient, in the case of Government Securities or a combination of cash and Government Securities, in the opinion of a nationally recognized firm of independent public accountants), to pay the principal amount of, premium, if any, and interest due on the Notes on the stated maturity date or on the Redemption Dateredemption date, as the case may be, of such principal amount, premium, if any, or interest on such Notes, Notes and the Issuer Issuers must specify whether such Notes are being defeased to maturity or to a particular Redemption Dateredemption date; (2) in the case of Legal Defeasance, the Issuer Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (Aa) the Issuer has Issuers have received from, or there has been published by, the United States Internal Revenue Service a ruling, or (Bb) since the issuance of the Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders beneficial owners of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and shall 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 reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders beneficial owners of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall will be subject to such tax U.S. federal income 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 (other than that resulting from borrowing funds to be applied to make such deposit and any similar and substantially simultaneous deposit relating to such other IndebtednessIndebtedness and, 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 any the Senior Credit Facility ranking pari passu with Facilities, the Existing Senior Notes, the 4.750% Senior Notes, the indentures governing the Existing Senior Notes, the indenture governing the 4.750% Senior Notes or any other material agreement or instrument governing Indebtedness (other than this Indenture) to which, the each Issuer or any Restricted Guarantor is a party or by which the such Issuer or any Restricted 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 substantially simultaneous deposit relating to other Indebtedness, and, in each case, the granting of Liens in connection therewith); (6) the Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions following the deposit, the trust funds will not be subject to the effect of Section 547 of Title 11 of the United States Code; (7) each Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the such Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the an Issuer or any Restricted Guarantor or others; and (7) 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 with respect to the Notes: (1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as shall will be sufficient (in the case of Government Securities or a combination of cash and Government Securitiessufficient, in the opinion of a nationally recognized firm of independent public accountants)an Independent Financial Advisor, to pay the principal amount of, premium, if any, and interest due on the Notes on the stated maturity date or on the Redemption Date, as the case may be, of such principal amountprincipal, 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; (2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (Aa) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling, or (Bb) since the issuance of the Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and shall 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 reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall will be subject to 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 (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to such other IndebtednessIndebtedness and, 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 any Credit Facility ranking pari passu with the Notes or any other material agreement or instrument governing relating to Indebtedness in excess of $175.0 million (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 relating to other Indebtedness, Indebtedness and, in each case, the granting of Liens in connection therewith); (6) 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 or defrauding any creditors of the Issuer or any Guarantor or others; and (76) 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 with respect to the Notes: (1) the Issuer Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as shall will be sufficient (in the case of Government Securities or a combination of cash and Government Securitiessufficient, in the opinion of a nationally recognized firm of independent public accountants), to pay the principal amount of, premium, if any, and interest due on the Notes on the stated maturity date or on the Redemption Dateredemption date, as the case may be, of such principal amountprincipal, premium, if any, or interest on such Notes, Notes and the Issuer Company must specify whether such Notes are being defeased to maturity or to a particular Redemption Dateredemption date; (2) in the case of Legal Defeasance, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (Aa) the Issuer has Issuers have received from, or there has been published by, the United States Internal Revenue Service a ruling, or (Bb) since the issuance of the Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and shall 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 reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall will be subject to such 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 (other than that resulting from borrowing funds to be applied to make the deposit required to effect such deposit Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to such other Indebtedness, and 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 any the Senior Credit Facility ranking pari passu with the Notes Facilities or any other material agreement or instrument governing Indebtedness (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 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 other such Indebtedness, and, in each case, and the granting of Liens in connection therewith); (6) the Issuer Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions following the deposit, the trust funds will not be subject to the effect of Section 547 of Title 11 of the United States Code; (7) the 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 or defrauding any creditors of the Issuer Issuers or any Guarantor or others; and (7) 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 with respect to the Notes: (1) the Issuer Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as shall will be sufficient (in the case of Government Securities or a combination of cash and Government Securitiessufficient, in the opinion of a nationally recognized firm of independent public accountants), to pay the principal amount of, premium, if any, and interest due on the Notes on the stated maturity date or on the Redemption Dateredemption date, as the case may be, of such principal amountprincipal, premium, if any, or interest on such Notes, Notes and the Issuer Company must specify whether such Notes are being defeased to maturity or to a particular Redemption Dateredemption date; (2) in the case of Legal Defeasance, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (Aa) the Issuer has Issuers have received from, or there has been published by, the United States Internal Revenue Service a ruling, or (Bb) since the issuance of the Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and shall 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 reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall will be subject to 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 (other than that resulting from borrowing funds to be applied to make the deposit required to effect such deposit Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to such other Indebtedness, and 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 any the Senior Credit Facility ranking pari passu with the Notes Facilities or any other material agreement or instrument governing Indebtedness (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 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 other such Indebtedness, and, in each case, and the granting of Liens in connection therewith); (6) the Issuer Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions following the deposit, the trust funds will not be subject to the effect of Section 547 of Title 11 of the United States Code; (7) the 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 or defrauding any creditors of the Issuer Issuers or any Guarantor or others; and (7) 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. In order to exercise either Legal Defeasance or Covenant Defeasance with respect The following shall be the conditions to the Notesapplication of either Section 8.02 or 8.03 to Notes of any series: (1) the Issuer Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the applicable series of Notes, cash in U.S. dollars, U.S. Government SecuritiesObligations (that through the scheduled payment of principal and interest in accordance with their terms will provide money in an amount), or a combination thereof, in such amounts as shall will be sufficient (in the case of Government Securities or a combination of cash and Government Securitiessufficient, in the opinion of a nationally recognized public accounting firm of independent public accountants(insofar as any U.S. Government Obligations are so included), to pay the principal amount of, premium, if any, and interest due on the such Notes on the stated maturity Stated Maturity date or on the Redemption Date, as the case may be, of such principal amountprincipal, premium, if any, or interest on such Notes, Notes and the Issuer Issuers must specify whether such Notes are being defeased to maturity Maturity or to a particular Redemption Date; (2) in the case of Legal Defeasance, the Issuer Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (Aa) the Issuer has Issuers have received from, or there has been published by, the United States Internal Revenue Service a ruling, or (Bb) since the issuance of the such series of Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the Notes shall of such series will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, purposes as a result of such Legal Defeasance and shall 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 reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes shall 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 shall will be subject to such 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 (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to such other Indebtedness, and and, in each case, 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 any Credit Facility ranking pari passu with the Notes or any other material agreement or material instrument governing Indebtedness (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 any borrowing of funds to be applied to make the such deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness, Indebtedness and, in each case, the granting of Liens in connection therewith); (6) 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 or defrauding any creditors of the Issuer Issuers or any Guarantor or others; and (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 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 with respect to the Notes: (1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as shall will be sufficient (in the case of Government Securities or a combination of cash and Government Securitiessufficient, in the opinion of a nationally recognized firm of independent public accountants), to pay the principal amount of, premium, if any, and interest due on the Notes on the stated maturity date Maturity Date or on the Redemption Date, as the case may be, of such principal amountprincipal, 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; (2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (Aa) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling, or (Bb) since the issuance of the Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and shall 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 reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall will be subject to such 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 (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to such other IndebtednessIndebtedness and, 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 any the Senior Credit Facility ranking pari passu with the Notes Facilities or any other material agreement or instrument governing Indebtedness (other than this Ninth Supplemental 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 relating to other Indebtedness, 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 to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions following the deposit, the trust funds will not be subject to the effect of Section 547 of Title 11 of the United States Code; (7) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or any Guarantor or others; and (7) 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 with respect to the Notesunder either Section 8.2 or 8.3 hereof: (1) the Issuer must irrevocably deposit with the TrusteeTrustees (including an co-trustee or separate trustee) or Paying Agent, in trust, for the benefit of the Holders of the NotesHolders, cash in U.S. dollars, Euro or Euro-denominated Government Securities, or a combination thereof, in such amounts as shall will be sufficient (in the case of Government Securities or a combination of cash and Government Securitiessufficient, in the opinion of a nationally recognized firm of independent public accountants), to pay the principal amount of, of and premium, if any, interest and interest Additional Interest, if any, due on the Notes issued under this Indenture on the stated maturity date or on the Redemption Dateapplicable redemption date, as the case may be, of such principal amount, 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; (2) in the case of Legal Defeasance, Defeasance the Issuer shall have delivered to the U.S. Trustee an Opinion of Counsel reasonably acceptable to in the Trustee United States confirming that, subject to customary assumptions and exclusions,; (A) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling, ; or (B) since the issuance of the 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 of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, purposes as a result of such Legal Defeasance and shall 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 U.S. Trustee an Opinion of Counsel reasonably acceptable to in the Trustee United States confirming that, subject to customary assumptions and exclusions, the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall will be subject to such 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 such 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 any the Credit Facility ranking pari passu with the Notes Facilities or any other material agreement or instrument governing Indebtedness (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, in each case, the granting of Liens in connection therewith)bound; (6) the Issuer shall have delivered to the U.S. Trustee an Opinion of Counsel to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions following the deposit, the trust funds will not be subject to the effect of Sections 547 and 548 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; (7) the Issuer shall have delivered to the Trustees an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying delaying, defrauding or defrauding preferring any creditors of the Issuer or any Guarantor or othersIssuer; and (7) 8) the Issuer shall have delivered to the Trustee Trustees 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 with respect to the Notes: (1) under either Section 8.02 or Section 8.03 hereof, the Issuer must irrevocably deposit in trust with the Trustee, in trust, Trustee (or such entity designated by the Trustee for this purpose) for the benefit of the Holders of the NotesHolders, cash in U.S. dollarspounds sterling, UK Government Securities, Obligations denominated in pounds sterling or a combination thereof, in such amounts as shall will be sufficient (in the case of Government Securities or a combination of cash and Government Securitiessufficient, in the good faith opinion of a nationally recognized firm of independent public accountants)the Issuer, to pay and discharge the principal amount of, premium, if any, and interest due interest, on the outstanding Notes on to redemption or maturity and must deliver to the stated maturity date or on the Redemption Date, as the case may be, of such principal amount, 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;Trustee: (21) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (A) the Issuer has received from, or there has been published by, in the United States Internal Revenue Service a ruling, or (B) since the issuance of the Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the that Holders of the Notes shall not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and 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 to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance deposit and shall defeasance and will be subject to such U.S. federal income tax on the same amounts, amount and in the same manner and at the same times as would have been the case if such Covenant Defeasance deposit and defeasance had not occurred; occurred (4) no Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to such other Indebtedness, and in each casethe case of legal defeasance only, such Opinion of Counsel in the granting United States must be based on a ruling of Liens the U.S. Internal Revenue Service or other change in connection therewith) shall have occurred and be continuing on applicable U.S. federal income tax law since the date issuance of such deposit; (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under any Credit Facility ranking pari passu with the Notes or any other material agreement or instrument governing Indebtedness (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, in each case, the granting of Liens in connection therewithNotes); (62) 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, defrauding or defrauding preferring any creditors of the Issuer or any Guarantor or othersIssuer; and (73) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion opinion of Counsel counsel may be subject to customary assumptions and exclusions) ), each stating that all conditions precedent provided for or relating to the Legal Defeasance legal defeasance or the Covenant Defeasancecovenant 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 with respect to the Notesunder either Section 8.2 or Section 8.3 hereof: (1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereofof cash in U.S. dollars and non-callable Government Securities, in such amounts as shall will be sufficient (in the case of Government Securities or a combination of cash and Government Securitiessufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants), to pay the principal amount of, premiumor interest and premium (including the Applicable Premium), if any, and interest due on on, the outstanding Notes on the stated maturity date or on the applicable Redemption Date, as the case may be, of such principal amount, premium, if any, or interest on such Notes, and the Issuer must specify whether such the Notes are being defeased to maturity or to a particular Redemption Date; (2) in the case of Legal Defeasance, the Issuer shall have delivered must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (A) that the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling, or (B) ruling or since the issuance of the 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 opinion of Counsel shall counsel will confirm that, subject to customary assumptions and exclusions, the Holders beneficial owners of the outstanding Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, purposes as a result of such Legal Defeasance and shall 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;: (3a) in the case of Covenant Defeasance, the Issuer shall have delivered must deliver to the Trustee an Opinion of Counsel reasonably acceptable to confirming that the Trustee confirming that, subject to customary assumptions and exclusions, the Holders beneficial owners of the outstanding Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall will be subject to such 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; (4b) no 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 such other Indebtedness, and in each case, the granting of Liens in connection therewith) shall have has occurred and be is continuing on the date of such deposit; deposit (5other than a Default resulting from the borrowing of funds to be applied to such deposit and the granting of Liens to secure such borrowings) such Legal Defeasance or Covenant Defeasance shall and the deposit will not result in a breach or violation of, or constitute a default under any Credit Facility ranking pari passu with the Notes or under, any other material agreement or instrument governing Indebtedness (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 bound; (other than that resulting from any borrowing of funds to be applied to make the deposit required to effect c) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture and the agreements governing any similar and simultaneous deposit relating other Indebtedness being defeased, discharged or replaced) to other Indebtednesswhich the Issuer, andany of its Subsidiaries or Affiliates is a party or by which the Issuer, in each case, the granting any of Liens in connection therewith)its Subsidiaries or Affiliates is bound; (6d) 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 or defrauding any creditors of the Issuer or any Guarantor or others; and (7e) 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. If the Issuer exercises either Legal Defeasance or Covenant Defeasance, the Liens, as they pertain to the Notes and the Guarantees, will be released and the Issuer and each Guarantor, as applicable, will be released from all of its obligations with respect to the Guarantees and, to the extent pertaining to the Notes and the Guarantees, the Collateral Documents.

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 with respect to the Notes: (1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as shall will be sufficient (in the case of Government Securities or a combination of cash and Government Securitiessufficient, in the opinion of a nationally recognized firm of independent public accountants), to pay the principal amount of, premium, if any, and interest due on the Notes on the stated maturity date Maturity Date or on the Redemption Date, as the case may be, of such principal amountprincipal, 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; (2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (Aa) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling, or (Bb) since the issuance of the Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and shall 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 reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall will be subject to such 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 (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to such other IndebtednessIndebtedness and, 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 any Credit Facility ranking pari passu with the Notes or any other material agreement or instrument governing Indebtedness (other than this Twenty-Second Supplemental Indenture) to which, which the Issuer or any the Parent Guarantor is a party or by which the Issuer or any the Parent 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, 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 to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions following the deposit, the trust funds will not be subject to the effect of Section 547 of Title 11 of the United States Code; (7) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or any the Parent Guarantor or others; and (7) 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 the exercise of either the Legal Defeasance option under Section 8.02 or the Covenant Defeasance option under Section 8.03 with respect to the Notes: (1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notesissued thereunder, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination thereofof cash in U.S. dollars and non-callable U.S. Government Securities, in such amounts as shall will be sufficient (in the case of Government Securities or a combination of cash and Government Securitiessufficient, in the opinion of a nationally recognized firm of independent certified public accountants)accountants without consideration of any reinvestment of interest, to pay the principal amount of, interest and premium, if any, and interest due Additional Interest, if any, on the outstanding Notes issued thereunder on the stated maturity date Stated Maturity or on the Redemption Dateapplicable redemption date, as the case may be, of such principal amount, premium, if any, or interest on such Notes, and the Issuer must specify whether such the Notes are being defeased to maturity or to a particular Redemption Dateredemption date; (2) in the case of Legal Defeasancelegal defeasance, the Issuer shall have has delivered to the Trustee an Opinion of Counsel of recognized standing with respect to U.S. federal income tax matters reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, that (Aa) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling, or ruling or (Bb) since the issuance date of the NotesIndenture, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall will confirm that, subject to customary assumptions and exclusions, the Holders of the respective outstanding Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, purposes as a result of such Legal Defeasance legal defeasance and shall will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance legal defeasance had not occurred; (3) in the case of Covenant Defeasancecovenant defeasance, the Issuer shall have has delivered to the Trustee an Opinion of Counsel of recognized standing with respect to U.S. federal income tax matters reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, that the Holders of the respective outstanding Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance covenant defeasance and shall will be subject to such U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance covenant defeasance had not occurred; (4) no Default such legal defeasance or covenant defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than that resulting from borrowing funds the Indenture) to be applied to make such deposit and which the Issuer or any similar and simultaneous deposit relating to such other Indebtedness, and in each case, of the granting Restricted Subsidiaries is a party or by which the Issuer or any of Liens in connection therewiththe Restricted Subsidiaries is bound; (5) shall have no Default or Event of Default has occurred and be is continuing on the date of such deposit; (5) deposit and such Legal Defeasance legal defeasance or Covenant Defeasance covenant defeasance shall not result in a breach or violation of, or constitute a default under any Credit Debt Facility ranking pari passu with the Notes or any other material agreement or instrument governing Indebtedness (other than this Indenture) to which, which the Issuer or any Guarantor Restricted Subsidiary is a party or by which the Issuer or any Guarantor Restricted Subsidiary is bound (other than that a Default or Event of Default resulting from any the borrowing of funds to be applied to make the such deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness, Indebtedness and, in each case, the granting grant of Liens in connection therewithany Lien securing such borrowings); (6) the Issuer shall will have delivered to the Trustee an Officer’s Opinion of Counsel to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions, including, that no intervening bankruptcy of the Issuer between the date of deposit and the 91st day following the deposit and assuming that no Holder is an “insider” of the Company under applicable bankruptcy law, after the 91st day following the deposit, the trust funds will not be subject to Section 547 of Title 11 of the U.S. Code; (7) the Issuer must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or any Guarantor or others; and (7) 8) 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) ), 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, Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notesunder either Section 8.2 or 8.3 hereof: (1) the Issuer must irrevocably deposit with the Trustee or as specified by the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as shall be sufficient (in the case of Government Securities or a combination of cash and Government Securitiessufficient, in the opinion of a nationally recognized firm of independent public accountants), to pay the principal amount of, premium, if any, and interest due on the Notes on the stated maturity date or on the Redemption Dateredemption date, as the case may be, of such principal amountprincipal, 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; (2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee Trustee, with a copy to the Agent, an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions,; (A) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling, or (B) since the issuance of the Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the Notes shall not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and shall be subject to such 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 Counsel, with a copy to the Agent, reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall be subject to such 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 (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to such other Indebtedness, and and, in each case, 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 any the New Credit Facility ranking pari passu with the Notes Facilities or any other material agreement or instrument governing Indebtedness (other than this Indenture) to which, which the Issuer or any Subsidiary Guarantor is a party or by which the Issuer or any Subsidiary Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make the such deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness, Indebtedness and, in each case, the granting of Liens in connection therewith); (6) the Issuer shall have delivered to the Trustee Trustee, with a copy to the Agent, an Opinion of Counsel to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions following the deposit, the trust funds shall not be subject to the effect of Section 547 of Title 11 of the United States Code; (7) the Issuer shall have delivered to the Trustee, with a copy to the Agent, an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or any Subsidiary Guarantor or others; and (7) 8) the Issuer shall have delivered to the Trustee Trustee, with a copy to the 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 (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 Section 8.03 with respect to the Notes: (1) the Issuer Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the NotesHolders, cash in U.S. dollars, U.S. Government Securities, Obligations or a combination thereof, in such amounts as shall will be sufficient (without reinvestment) as confirmed, certified or attested to by an Independent Financial Advisor in writing to the case of Government Securities or a combination of cash and Government Securities, in the opinion of a nationally recognized firm of independent public accountants), Trustee to pay the principal amount of, premium, if any, premium and interest due on the Notes on the stated maturity date for payment or on the Redemption Dateredemption date, as the case may be, of such the principal amountor installment of principal of, premium, if any, premium or interest on such the Notes, 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 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,: (A) the Issuer has Issuers have received from, or there has been published by, by the United States Internal Revenue Service Service, a ruling, or (B) since the issuance date of the 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 shall confirm that, subject to customary assumptions and exclusions, that the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, purposes as a result of such Legal Defeasance and shall 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 reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, that the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall will be subject to such U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default shall have occurred and be continuing on the date of such deposit or will occur as a result of such deposit (other than that a Default resulting from the borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to such other IndebtednessIndebtedness and, and in each case, the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such depositdeposit will not result in a breach or violation of, or constitute a default under, the Credit Facility or any other material agreement or material instrument (other than this Indenture) to which the Company, the Corporate Issuer or any Guarantor is a party or by which the Company, the Corporate Issuer or any Guarantor is bound; (5) such the Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under any Credit Facility ranking pari passu with the Notes under, this Indenture or any other material agreement or instrument governing Indebtedness (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 a default resulting from any the borrowing of funds to be applied to make such deposit and the deposit required to effect grant of any Lien securing 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 therewithborrowing); (6) the Issuer Issuers shall have delivered to the Trustee an Officer’s Officers’ Certificate stating that the deposit was not made by it with the Issuer intent of preferring the Holders over any other of its creditors or with the intent of defeating, hindering, delaying or defrauding any other of its creditors of the Issuer or any Guarantor or others; and (7) 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 conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasancein, as in the case may beof the Officers’ Certificate, clauses (1) through (6) and, in the case of the Opinion of Counsel, clauses (2) and/or (3) and (5) of this Section 8.04 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 Section 8.03 with respect to the Notes: (1) the Issuer Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the NotesHolders, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as shall will be sufficient (sufficient, as confirmed, certified or attested by an Independent Financial Advisor in writing to the case Trustee, without consideration of Government Securities or a combination any reinvestment of cash and Government Securities, in the opinion of a nationally recognized firm of independent public accountants)interest, to pay the principal amount ofprincipal, premium, if any, and interest due on the outstanding Notes on the stated maturity date Stated Maturity or on the Redemption Dateapplicable redemption date, as the case may be, of such principal amount, premium, if any, or interest on such Notes, and the Issuer Company must specify whether such the Notes are being defeased to maturity Stated Maturity or to a particular Redemption Dateredemption date; (2) in the case of Legal Defeasance, the Issuer shall have Company has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (A) the Issuer Company has received from, or there has been published by, the United States U.S. Internal Revenue Service a ruling, or (B) since the issuance of the 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 shall will confirm that, subject to customary assumptions and exclusions, that the Holders and beneficial owners of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, purposes as a result of such Legal Defeasance and shall 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 Company has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders and beneficial owners of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall will be subject to such 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 such deposit or will occur as a result of such deposit (other than that a Default or an Event of Default resulting from the borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to such other IndebtednessIndebtedness and, 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 deposit will not result in a breach or violation of, or constitute a default under any under, the Senior Credit Facility ranking pari passu with the Notes or any other material agreement or material instrument governing Indebtedness (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 bound; (other than 5) the Company has delivered to the Trustee an Opinion of Counsel to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions, including that resulting from any borrowing no intervening bankruptcy of funds to be applied to make the Company between the date of deposit and the 91st day following the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtednessassuming that no Holder is an “insider” of the Company under applicable bankruptcy law, and, in each caseafter the 91st day following the deposit, the granting trust funds will not be subject to the effect of Liens in connection therewith)any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (6) the Issuer shall have Company has delivered to the Trustee an Officer’s Officers’ Certificate stating that the deposit was not made by the Issuer Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or Company, any Guarantor or others; and; (7) the Issuer shall have Company has 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; and (8) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at Stated Maturity or the redemption date, as the case may be (which instructions may be contained in the Officers’ Certificate referred to in clause (7) above).

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notesunder either Section 8.2 or 8.3 hereof: (1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as shall be sufficient (in the case of Government Securities or a combination of cash and Government Securitiessufficient, in the opinion of a nationally recognized firm of independent public accountants), to pay the principal amount of, premium, if any, and interest due on the Notes on the stated maturity Stated Maturity date or on the Redemption Dateredemption date, as the case may be, of such principal amountprincipal, 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; (2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions,; (A) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling, or (B) since the issuance of the Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the Notes shall not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and shall be subject to such 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 reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall be subject to such 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 (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to such other Indebtedness, and and, in each case, 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 any the New Credit Facility ranking pari passu with the Notes Facilities or any other material agreement or instrument governing Indebtedness (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 such deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness, 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 to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions following the deposit, the trust funds shall not be subject to the effect of Section 547 of Title 11 of the United States Code; (7) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or any Guarantor or others; and (7) 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 to the outstanding Notes: In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the NotesNotes issued under this Indenture: (1i) the Issuer Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the NotesHolders, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as shall will be sufficient (in the case without consideration of Government Securities or a combination reinvestment of cash and Government Securities, in the opinion of a nationally recognized firm of independent public accountants), interest) to pay the principal amount of, premium, if any, and interest due on the Notes issued under this Indenture on the stated maturity date or on the applicable Redemption Date, as the case may be, of such principal amountprincipal, premium, if any, or interest on such Notes, Notes and the Issuer Company must specify whether such Notes are being defeased to maturity or to a particular Redemption Date; (2ii) in the case of Legal Defeasance, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming stating that, subject to customary assumptions and exclusions, (A) the Issuer Company has received from, or there has been published by, the United States U.S. Internal Revenue Service a ruling, or (B) since the issuance of the Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm state that, subject to customary assumptions and exclusions, the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and shall will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3iii) in the case of Covenant Defeasance, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming stating that, subject to customary assumptions and exclusions, the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall will be subject to 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; (4iv) no Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to such other Indebtedness, and in each case, the granting or Event 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 any Credit Facility ranking pari passu with the Notes or any other material agreement or instrument governing Indebtedness (other than this Indenture) to which, the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound Default (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, Indebtedness and, in each case, the granting of Liens in connection therewith); (6) the Issuer shall have delivered to occurred and be continuing on the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent date of defeating, hindering, delaying or defrauding any creditors of the Issuer or any Guarantor or otherssuch deposit; and (7v) 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 hereof to the outstanding Notes: In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes: (1a) the Issuer Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the such Notes, cash in U.S. dollars, Government SecuritiesObligations, or a combination thereof, in such amounts as shall will be sufficient (in the case sufficient, without consideration of Government Securities or a combination any reinvestment of cash and Government Securitiesinterest, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants), to pay the principal amount of, premium, if any, and interest due on the such Notes on the stated maturity Stated Maturity date or on the Redemption Date, as the case may be, of such principal amount, premium, if any, or interest on such Notes, Notes and the Issuer Company must specify whether such Notes are being defeased to maturity or to a particular Redemption Date; (2b) in the case of Legal Defeasance, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (Ai) the Issuer Company has received from, or there has been published by, the United States Internal Revenue Service a ruling, or (Bii) since the issuance of the 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 thereon, such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders beneficial owners of the such Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and shall 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 reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders beneficial owners of the such Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall will be subject to 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 (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to such 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 any Credit Facility ranking pari passu with the Notes or any other material agreement or instrument governing Indebtedness (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, in each case, the granting of Liens in connection therewith); (6d) 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 or defrauding any creditors of the Issuer Company or any Subsidiary Guarantor or others; and (7e) 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 hereof to the outstanding Notes: In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes: (1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as shall will be sufficient (in the case of Government Securities or a combination of cash and Government Securitiessufficient, in the opinion of a nationally recognized firm of independent public accountants), to pay the principal amount of, premium, if any, and interest due on the Notes on the stated maturity date of Stated Maturity or on the Redemption Dateredemption date, as the case may be, of such principal amountprincipal, premium, if any, or interest on such Notes, Notes and the Issuer must specify whether such Notes are being defeased to maturity or to a particular Redemption Dateredemption date; (2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (Aa) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling, or (Bb) since the issuance of the Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and shall 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 reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall will be subject to 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 (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to such other Indebtedness, and in each case, 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 any the Senior Credit Facility ranking pari passu with the Notes Facilities or any other material agreement or instrument governing Indebtedness (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, in each case, and the granting of Liens in connection therewith); (6) the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions following the deposit, the trust funds will not be subject to the effect of Section 547 of Title 11 of the United States Code; (7) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or any Guarantor or others; and (7) 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 with respect The following shall be the conditions to the Notesapplication of either Section 8.02 or 8.03 of the Base Indenture to Notes of any series: (1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the applicable series of Notes, cash in U.S. dollars, U.S. Government SecuritiesObligations (that through the scheduled payment of principal and interest in accordance with their terms will provide money in an amount), or a combination thereof, in such amounts as shall will be sufficient (in the case of Government Securities or a combination of cash and Government Securitiessufficient, in the opinion of a nationally recognized firm of independent public accountantsan Independent Financial Advisor (insofar as any U.S. Government Obligations are so included), to pay the principal amount of, premium, if any, and interest due on the such Notes on the stated maturity Stated Maturity date or on the Redemption Date, as the case may be, of such principal amountprincipal, premium, if any, or interest on such Notes, Notes and the Issuer must specify whether such Notes are being defeased to maturity 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 reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (Aa) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling, or (Bb) since the issuance of the such series of Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders beneficial owners of the Notes shall of such series will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and shall 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 reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders beneficial owners of the Notes shall 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 shall will be subject to 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 (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to such other Indebtedness, and and, in each case, 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 any Credit Facility ranking pari passu with the Notes or any other material agreement or material instrument governing Indebtedness (other than this the 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 such deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness, Indebtedness and, in each case, the granting of Liens in connection therewith); (6) 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 or defrauding any creditors of the Issuer or any Guarantor or others; and (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.

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 with respect to the Notes: (1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as shall will be sufficient (in the case of Government Securities or a combination of cash and Government Securitiessufficient, in the opinion of a nationally recognized firm of independent public accountants), to pay the principal amount of, premium, if any, and interest due on the Notes on the stated maturity date Maturity Date or on the Redemption Date, as the case may be, of such principal amountprincipal, 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; (2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (Aa) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling, or (Bb) since the issuance of the Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and shall 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 reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall will be subject to such 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 (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to such other IndebtednessIndebtedness and, 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 any the Senior Credit Facility ranking pari passu with the Notes Facilities or any other material agreement or instrument governing Indebtedness (other than this Eighteenth Supplemental 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 relating to other Indebtedness, 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 to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions following the deposit, the trust funds will not be subject to the effect of Section 547 of Title 11 of the United States Code; (7) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or any Guarantor or others; and (7) 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 with respect to the Notes: (1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as shall will be sufficient (in the case of Government Securities or a combination of cash and Government Securitiessufficient, in the opinion of a nationally recognized firm of independent public accountants), to pay the principal amount of, premium, if any, and interest due on the Notes on the stated maturity date Maturity Date or on the Redemption Date, as the case may be, of such principal amountprincipal, 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; (2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (Aa) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling, or (Bb) since the issuance of the Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and shall 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 reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall will be subject to such 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 (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to such other IndebtednessIndebtedness and, 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 any Credit Facility ranking pari passu with the Notes or any other material agreement or instrument governing Indebtedness (other than this Fifth Supplemental Indenture) to which, which the Issuer or any the Parent Guarantor is a party or by which the Issuer or any the Parent 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, 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 to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions following the deposit, the trust funds will not be subject to the effect of Section 547 of Title 11 of the United States Code; (7) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or any the Parent Guarantor or others; and (7) 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 with respect to the NotesDefeasance: (1) the Issuer Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notesseries of Notes being defeased, cash in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination thereof, in such amounts as shall be sufficient (in the case of Government Securities or a combination of cash in U.S. dollars and non-callable U.S. Government SecuritiesObligations (“Funds in Trust”), in amounts as will be sufficient (with respect to any deposit other than one made entirely in the form of cash, in the opinion of or as certified by (i) a nationally nationally-recognized firm of independent public accountants), (ii) a reputable independent valuation consultant or (iii) a reputable independent investment bank) to pay the principal amount of, premiumor interest and premium on, if any, and interest due on the outstanding Notes of such series on the stated maturity date for payment thereof or on the Redemption Dateapplicable redemption date, as the case may be, of such principal amount, premium, if any, or interest on such Notes, and the Issuer Company must specify whether such Notes are being defeased to maturity such stated date for payment or to a particular Redemption Dateredemption date; (2) in the case of Legal Defeasance, the Issuer shall have delivered Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, that (Aa) the Issuer Company has received from, or there has been published by, the United States Internal Revenue Service a ruling, or ruling or (Bb) since the issuance of the 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 shall will confirm that, subject to customary assumptions and exclusions, the Holders of the outstanding Notes shall being defeased will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, purposes as a result of such Legal Defeasance and shall 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 Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, that the Holders of the outstanding Notes shall being defeased will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall will be subject to such 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 (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to such other Indebtedness, and in each case, the granting or Event of Liens in connection therewith) shall have Default 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 the Funds in Trust); (5) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under under, any Credit Facility ranking pari passu with the Notes or any other material agreement or instrument governing Indebtedness (other than this Indenture) to which, which the Issuer Company or any Guarantor of its Subsidiaries (other than Non-Recourse Subsidiaries) is a party or by which the Issuer Company or any Guarantor is bound of its Subsidiaries (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, in each case, the granting of Liens in connection therewith)Non-Recourse Subsidiaries) is bound; (6) 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 being defeased over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or any Guarantor Company or others; and (7) 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 beapplicable, have been complied withsatisfied.

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 with respect to the Notes: (1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as shall will be sufficient (in the case of Government Securities or a combination of cash and Government Securitiessufficient, in the opinion of a nationally recognized firm of independent public accountants), to pay the principal amount of, premium, if any, and interest due on the Notes on the stated maturity date Maturity Date or on the Redemption Date, as the case may be, of such principal amountprincipal, 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; (2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (Aa) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling, or (Bb) since the issuance of the Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and shall 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 reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall will be subject to such 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 (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to such other IndebtednessIndebtedness and, 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 any the Senior Credit Facility ranking pari passu with the Notes Facilities or any other material agreement or instrument governing Indebtedness (other than this Seventh Supplemental 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 relating to other Indebtedness, 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 to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions following the deposit, the trust funds will not be subject to the effect of Section 547 of Title 11 of the United States Code; (7) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or any Guarantor or others; and (7) 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 with respect to the Notes: (1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as shall will be sufficient (in the case of Government Securities or a combination of cash and Government Securitiessufficient, in the opinion of a nationally recognized firm of independent public accountants), to pay the principal amount of, of and premium, if any, and interest due on the Notes on the stated maturity date or on the Redemption Dateredemption date, as the case may be, of such principal amount, of or premium, if any, or interest on such Notes, Notes and the Issuer must specify whether such Notes are being defeased to maturity or to a particular Redemption Dateredemption date; (2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions,: (Aa) the Issuer has received from, or there has been published by, the United States U.S. Internal Revenue Service a ruling, ; or (Bb) since the issuance of the Notes, there has been a change in the applicable U.S. federal income tax law, ; in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and shall 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 reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall will be subject to 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 (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to such other Indebtedness, Indebtedness and in each case, 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, any Credit Facility ranking pari passu with the Notes or any other material agreement or instrument governing Indebtedness (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 relating to other Indebtedness, and, in each case, Indebtedness and the granting of Liens in connection therewith); (6) the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions following the deposit, the trust funds will not be subject to the effect of Section 547 of Title 11 of the U.S. Code; (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 or defrauding any creditors of the Issuer or any Guarantor or others; and (7) 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 with respect to the Notes: (1) the Issuer Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as shall will be sufficient (in the case of Government Securities or a combination of cash and Government Securitiessufficient, in the opinion of a nationally recognized firm of independent public accountants)an Independent Financial Advisor, to pay the principal amount of, premium, if any, and interest due on the Notes on the stated maturity date or on the Redemption Date, as the case may be, of such principal amountprincipal, 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; (2) in the case of Legal Defeasance, the Issuer Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (Aa) the Issuer has Issuers have received from, or there has been published by, the United States Internal Revenue Service a ruling, or (Bb) since the issuance of the Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and shall 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 reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall will be subject to 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 (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to such other IndebtednessIndebtedness and, 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 any Credit Facility ranking pari passu with agreement relating to Indebtedness in excess of $50.0 million (except such threshold shall be $175.0 million in the Notes or any other material agreement or instrument governing Indebtedness (case of the Parent), other than under this Indenture) , to which, which the Issuer Issuers or any Guarantor is are a party or by which the Issuer Issuers or any Guarantor is are 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, Indebtedness and, in each case, the granting of Liens in connection therewith);; and (6) 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 or defrauding any creditors of the Issuer or any Guarantor or others; and (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 the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with. The Collateral will be released from the Lien securing the Notes upon a Legal Defeasance or Covenant Defeasance in accordance with the provisions described in this Article 8.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notesunder either Section 8.2 or 8.3 hereof: (1) the Issuer Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders Holders, (a) Euros, euro denominated European Government Obligations or a combination thereof in respect of the Notes, cash in Euro Notes and (b) Dollars or U.S. dollars, Government SecuritiesObligations, or a combination thereofthereof in respect of Dollar Notes, in such amounts as shall be sufficient without reinvestment (solely in the case of Government Securities any deposit not made in Euros or Dollars, as confirmed by a combination of cash and Government Securities, in the opinion of letter from a nationally recognized firm of independent public accountants), to pay ) for the payment of principal amount of, of and premium, if any, and interest due on the Notes issued under this Indenture on the stated maturity date or on the Redemption Dateapplicable redemption date, as the case may be, of such principal amount, 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; (2) in the case of Legal Defeasance, the Issuer Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee from United States counsel confirming that, subject to customary assumptions and exclusions,; (A) the Issuer has Issuers have received from, or there has been published by, the United States Internal Revenue Service a ruling, ; or (B) since the issuance of the 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 from United States counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, purposes as a result of such Legal Defeasance and shall 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 reasonably acceptable to the Trustee confirming from United States counsel stating that, subject to customary assumptions and exclusions, the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall will be subject to such 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 such 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 any the Credit Facility ranking pari passu with the Notes Facilities or any other material agreement or instrument governing Indebtedness (other than this Indenture) to which, the which either Issuer or any Guarantor is a party or by which the either 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, in each case, the granting of Liens in connection therewith)bound; (6) 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 Sections 547 and 548 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; (7) the 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, defrauding or defrauding preferring any creditors of the Issuer Issuers or any Guarantor or others; and (7) 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. In order to exercise either Legal Defeasance or Covenant Defeasance with respect The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes: (1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as shall be sufficient (in the case of Government Securities or a combination of cash and Government Securitiessufficient, in the opinion of a nationally recognized firm of independent public accountants), to pay the principal amount of, of and premium, if any, and interest (including Additional Interest, if any) due on the Notes on the stated maturity date or on the Redemption Dateredemption date, as the case may be, of such principal amount, of or premium, if any, or interest (including Additional Interest, if any) on such Notes, Notes and the Issuer must specify whether such Notes are being defeased to maturity or to a particular Redemption Dateredemption date; (2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (Aa) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling, or (Bb) since the issuance of the 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 shall confirm that, subject to customary assumptions and exclusions, the Holders of the Notes shall not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and shall 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 reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall will be subject to 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 (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to such other IndebtednessIndebtedness and, 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 any Credit Facility ranking pari passu with the Notes or any other material agreement or instrument governing Indebtedness (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 relating to other Indebtedness, 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 to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions following the deposit, the trust funds will not be subject to the effect of Section 547 of the Bankruptcy Code; (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 or defrauding any creditors of the Issuer or any Guarantor or others; and (7) 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 with respect The following shall be the conditions to the application of either Section 8.02 or Section 8.03 to the outstanding Notes: (1a) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, non callable Government Securities, or a combination thereof, in such amounts as shall will be sufficient (in the case of Government Securities or a combination of cash and Government Securitiessufficient, in the opinion of a nationally recognized firm of independent public accountants)accountants delivered to the Trustee, to pay the principal amount of, premiuminterest and Special Interest, if any, and interest due premium on the outstanding Notes on the stated maturity date Stated Maturity or on the Redemption Dateapplicable redemption date, as the case may be, of such principal amount, premium, if any, or interest on such Notes, and the Issuer must specify whether such the Notes are being defeased to maturity or to a particular Redemption Dateredemption date; (2b) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, that (A) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling, or ruling or (B) since the issuance of the NotesApril 30, 2012, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the outstanding Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, purposes as a result of such Legal Defeasance and shall 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 reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, that the Holders of the outstanding Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall will be subject to such 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 (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to such other Indebtedness, and in each case, the granting or Event of Liens in connection therewith) Default shall have occurred and be 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 grant of any Lien securing such borrowing); (5e) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under under, any Credit Facility ranking pari passu with the Notes or any other material agreement or instrument governing Indebtedness (other than this Indenture) to which, which the Issuer or any Guarantor of its Subsidiaries is a party or by which the Issuer or any Guarantor of its Subsidiaries is bound (other than that a Default or Event of Default resulting from any the borrowing of funds to be applied to make the such deposit required to effect such Legal Defeasance or Covenant Defeasance (and any similar and simultaneous concurrent deposit relating to other Indebtedness, and, in each case, ) and the granting grant of Liens in connection therewithany Lien securing such borrowing); (6f) the Issuer shall have delivered must deliver 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 of Notes over the other creditors of the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or any Guarantor or others; (g) if the Notes are to be redeemed prior to their Stated Maturity, the Issuer must deliver to the Trustee irrevocable instructions to redeem all of the Notes on the specified redemption date; and (7h) 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. 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 with respect to the Notes: (1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as shall will be sufficient (in the case of Government Securities or a combination of cash and Government Securitiessufficient, in the opinion of a nationally recognized firm of independent public accountants), to pay the principal amount of, premium, if any, and interest due on the Notes on the stated maturity date or on the Redemption Date, as the case may be, of such principal amount, premium, if any, or interest on such Notes, and the Issuer must specify whether such the 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 reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (Aa) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling, or (Bb) since the issuance of the 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 thereon, such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and shall 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 reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall will be subject to 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 (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to such other Indebtedness, and and, in each case, case the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such depositdeposit with respect to the Notes; (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under any the Senior Credit Facility ranking pari passu with the Notes Facilities or any other material agreement or instrument governing Indebtedness (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 such deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness, Indebtedness and, in each case, the granting of Liens in connection therewith); (6) 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 or defrauding any creditors of the Issuer or any Guarantor or others; and (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.

Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notesunder either Section 8.2 or 8.3 hereof: (1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as shall be sufficient (in the case of Government Securities or a combination of cash and Government Securitiessufficient, in the opinion of a nationally recognized firm of independent public accountants), to pay the principal amount of, premium, if any, and interest due on the Notes on the stated maturity Stated Maturity date or on the Redemption Dateredemption date, as the case may be, of such principal amountprincipal, 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; (2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions,; (A) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling, or (B) since the issuance of the Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the Notes shall not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and shall be subject to such 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 reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall be subject to such 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 (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to such other Indebtedness, and and, in each case, 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 any the Credit Facility ranking pari passu with the Notes Facilities or any other material agreement or instrument governing Indebtedness (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 such deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness, 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 to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions following the deposit, the trust funds shall not be subject to the effect of Section 547 of Title 11 of the United States Code; (7) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or any Guarantor or others; and (7) 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 8.2 or 8.3 to the outstanding Notes: In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the NotesDefeasance: (1a) the Issuer Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the NotesHolders, cash in U.S. dollarsEuros, non-callable Government Securities, or a combination thereof, in such amounts as shall will be sufficient (in the case of Government Securities or a combination of cash and Government Securitiessufficient, in the opinion of a nationally recognized firm of independent public accountants), to pay the principal amount of, premium, if any, and interest due on the outstanding Notes on the stated maturity date Stated Maturity or on the Redemption Dateapplicable redemption date, as the case may be, of such principal amountor installment of principal of, premium, if any, or interest on such the outstanding Notes, and the Issuer must specify whether such Notes are being defeased to maturity or to a particular Redemption Date; (2b) in the case of Legal Defeasance, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, that (Ai) the Issuer Company has received from, or there has been published by, the United States U.S. Internal Revenue Service a ruling, or ruling or (B) since the issuance of the 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 shall confirm that, subject to customary assumptions Holders and exclusions, the Holders beneficial owners of the outstanding Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, purposes as a result of such Legal Defeasance and shall will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3c) in the case of Covenant Defeasance, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, that the Holders and beneficial owners of the outstanding Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall will be subject to such 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 (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to such other Indebtedness, and in each case, the granting or Event of Liens in connection therewith) Default shall have occurred and be continuing (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) on the date of such depositthe deposit described in clause (a) above; (5e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under under, any Credit Facility ranking pari passu with the Notes or any other material agreement or instrument governing Indebtedness (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 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, in each case, the granting of Liens in connection therewith)bound; (6f) 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 Holders over any other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or any Guarantor Company or others; and (7g) 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, 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 with respect to the Notes: (1a) the Issuer Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the such Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as shall will be sufficient (in the case sufficient, without consideration of Government Securities or a combination any reinvestment of cash and Government Securitiesinterest, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants), to pay the principal amount of, premium, if any, and interest due on the such Notes on the stated maturity date or on the Redemption Date, as the case may be, of such principal amount, premium, if any, or interest on such Notes, Notes and the Issuer Issuers must specify whether such Notes are being defeased to maturity or to a particular Redemption Date; (2b) in the case of Legal Defeasance, the Issuer Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (Ai) the Issuer has Issuers have received from, or there has been published by, the United States Internal Revenue Service a ruling, or (Bii) since the issuance of the 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 thereon, such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders beneficial owners of the such Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and shall 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 reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders beneficial owners of the such Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall will be subject to 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 (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to such other Indebtedness, and and, in each case, case the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such depositdeposit with respect to such Notes; (5e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under any the Senior Credit Facility ranking pari passu with the Notes Facilities or any other material agreement or instrument governing Indebtedness (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 such deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness, Indebtedness and, in each case, the granting of Liens in connection therewith); (6f) 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 or defrauding any creditors of the Issuer Issuers or any Guarantor or others; and (7g) 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 with respect to the Notesunder either Section 8.2 or 8.3 hereof: (1) the Issuer Company must irrevocably deposit with the Trustee, in trusttrust (the “Defeasance Trust”), for the benefit of the Holders of the NotesHolders, cash in dollars or U.S. dollars, Government Securities, Obligations or a combination thereof, thereof in such amounts as shall will be sufficient (in the case of Government Securities or a combination of cash and Government Securitiessufficient, in the opinion of a nationally recognized firm of independent public accountants), to pay the principal amount of, of and premium, if any, and interest due on the Notes issued under this Indenture on the stated maturity date or on the Redemption Dateapplicable redemption date, as the case may be, of such principal amount, 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; (2) in the case of Legal Defeasance, the Issuer Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to in the Trustee confirming United States stating that, subject to customary assumptions and exclusions,; (A) the Issuer Company has received from, or there has been published by, the United States Internal Revenue Service a ruling, ; or (B) since the issuance of the 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 of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, purposes as a result of such Legal Defeasance and shall 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 reasonably acceptable to in the Trustee confirming United States stating that, subject to customary assumptions and exclusions, the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall will be subject to such 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 such 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 any Credit Facility ranking pari passu with the Notes or any other material agreement or instrument governing Indebtedness (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, in each case, the granting of Liens in connection therewith); (6) 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 or defrauding any creditors of the Issuer or any Guarantor or others; and (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.

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 with respect to the Notes: (1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as shall be sufficient (in the case of Government Securities or a combination of cash and Government Securitiessufficient, in the opinion of a nationally recognized firm of independent public accountants), to pay the principal amount of, premium, if any, and interest due on the Notes on the stated maturity date or on the Redemption Dateredemption date, as the case may be, of such principal amountprincipal, premium, if any, or interest on such Notes, Notes and the Issuer must specify whether such Notes are being defeased to maturity or to a particular Redemption Dateredemption date; (2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (Aa) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling, or (Bb) since the issuance of the 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 shall confirm that, subject to customary assumptions and exclusions, the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and shall 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 reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall will be subject to 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 (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to such other IndebtednessIndebtedness and, 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 any Credit Facility ranking pari passu with the Notes TCEH Senior Secured Facilities or any other material agreement or instrument governing Indebtedness (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 relating to other Indebtedness, 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 to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions following the deposit, the trust funds will not be subject to the effect of Section 547 of the Bankruptcy Code; (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 or defrauding any creditors of the Issuer or any Guarantor or others; and (7) 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. The Collateral shall be released from the Lien securing the Notes, as provided under Section 11.07 hereof, upon a Legal Defeasance or Covenant Defeasance in accordance with this Article 8.

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 with respect to the Notes: (1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as shall will be sufficient (in the case of Government Securities or a combination of cash and Government Securitiessufficient, in the opinion of a nationally recognized firm of independent public accountants), to pay the principal amount of, premium, if any, and interest due on the Notes on the stated maturity date Maturity Date or on the Redemption Date, as the case may be, of such principal amountprincipal, 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; (2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (Aa) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling, or (Bb) since the issuance of the Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and shall 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 reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes shall will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall will be subject to such 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 (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to such other IndebtednessIndebtedness and, 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 any Credit Facility ranking pari passu with the Notes or any other material agreement or instrument governing Indebtedness (other than this Thirty-Fourth Supplemental Indenture) to which, which the Issuer or any the Parent Guarantor is a party or by which the Issuer or any the Parent 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, 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 to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions following the deposit, the trust funds will not be subject to the effect of Section 547 of Title 11 of the United States Code; (7) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or any the Parent Guarantor or others; and (7) 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. Notwithstanding anything to the contrary in Section 8.04(1) or 11.01(2), in connection with any Legal Defeasance, Covenant Defeasance or discharge related to the Notes involving a redemption of Notes on or prior to the Par Call Date, the amount deposited shall be sufficient to the extent equal, in the opinion of a nationally recognized firm of independent public accountants to the redemption price calculated as of the date of deposit, provided that any deficit in such redemption price calculated as of the date of redemption, together with accrued and unpaid interest to such redemption date, shall be required to be deposited with the Trustee on or prior to the date of redemption in accordance with Section 3.05, and any excess in such redemption price deposit shall be returned to the Issuer on such redemption date.