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

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Securities of one or more series: In order to exercise either Legal Defeasance or Covenant Defeasance: (a) the Company must irrevocably deposit with the Trustee, (or another trustee satisfying the requirements of Section 7.10, who shall agree to comply with the provisions of this Article 8 applicable to it) in trust, for the benefit of the Holders of the Securities of the applicable series, (i) an amount of cash in United States dollars, (ii) non-callable U.S. Government Obligations which, through scheduled payment of principal and interest in respect thereof in accordance with their terms, will provide, not later than one Business Day before the due date of any payment of principal of, premium, if any, or interest on the Securities of such series, cash in an amount, or (iii) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, interest and premium, if any, on the outstanding Securities of the applicable series on the Stated Maturity or on the applicable redemption date, as the case may be, and any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due, and the Company must specify whether the Securities of the applicable series are being defeased to maturity or to a particular redemption date; (b) in the case of an election under Section 8.02 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (ii) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Securities of the applicable series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in the case of an election under Section 8.03 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities of the applicable series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) or insofar as Sections 6.01(e) or (f) hereof are concerned, at any time in the period ending on the 91st day after the date of deposit (or greater period of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the deposit by the Company); (e) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 5.03 or 8.03 hereof Section 5.04 to the outstanding Outstanding Securities of one or more a particular series: In order to exercise either Legal Defeasance or Covenant Defeasance: (a) the Company Issuer must irrevocably deposit deposit, or cause to be irrevocably deposited, with the TrusteeTrustee for the Securities of that series, (or another trustee satisfying the requirements of Section 7.10, who shall agree to comply with the provisions of this Article 8 applicable to it) in trust, for the benefit of the Holders of the Securities of the applicable that series, (i) an amount of cash in United States dollarsthe currency or currency unit in which the Securities of that series are payable (except as otherwise specified pursuant to Section 301 for the Securities of that series), (ii) non-callable U.S. Government Obligations which, through scheduled payment of principal and interest in respect or a combination thereof in accordance with their terms, such amounts as will provide, not later than one Business Day before be sufficient to pay the due date of any payment of principal of, premium, if any, or interest on the Securities of such series, cash in an amount, or (iii) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, interest and premiuminterest, if any, due on the outstanding Securities of the applicable that series on and any related coupons at the Stated Maturity Maturity, or on the applicable redemption dateRedemption Date, as the case may be, with respect to the outstanding Securities of that series and any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due, and the Company must specify whether the Securities of the applicable series are being defeased to maturity or to a particular redemption daterelated coupons; (b) in the case of an election under Section 8.02 hereofLegal Defeasance only, the Company Issuer shall have delivered to the Trustee for the Securities of that series (1) an Opinion of Counsel in the United States reasonably acceptable confirming that, subject to the Trustee confirming that (i) the Company has received fromcustomary assumptions and exclusions, or there has been published by, the Internal Revenue Service a ruling or (ii) since the date on which Securities of this Indenturesuch series were originally issued, there has been a change in the applicable federal 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 Outstanding Securities of the applicable that series will not recognize income, gain or loss for federal U.S. Federal income tax purposes as a result of such Legal Defeasance and will be subject to federal 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 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; (c) in the case of an election under Section 8.03 hereofCovenant Defeasance only, the Company Issuer shall have delivered to the Trustee for the Securities of that series an Opinion of Counsel in the United States reasonably acceptable confirming that, subject to the Trustee confirming that customary assumptions and exclusions, the Holders of the outstanding Outstanding Securities of the applicable that series will not recognize income, gain or loss for federal U.S. Federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or 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 any event resulting from the borrowing of funds to be applied to make such deposit) shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) or insofar as Sections 6.01(e) or (f) hereof are concerned, at any time in the period ending on the 91st day after the date of deposit (or greater period of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the deposit by the Company); (e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under any material agreement (other than this Indenture) or instrument to which the Company Issuer is a party or by which the Issuer is bound; and (f) the Issuer shall have delivered to the Trustee for the Securities of that series an Officers' ’ Certificate and an Opinion of Counsel, 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 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 8.03 or 8.03 hereof Section 8.04 to the outstanding Securities of one or more a series: In order to exercise either Legal Defeasance or Covenant Defeasance: (a) the The Company must shall irrevocably deposit have deposited or cause to be deposited with the Trustee, Trustee (or another trustee satisfying the requirements of Section 7.10, 7.10 who shall agree to comply with the provisions of this Article 8 Eight applicable to it) as trust funds in trusttrust for the purpose of making the following payments, for specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of the applicable such series, (ia) an amount of cash in United States dollarsU.S. Legal Tender in an amount, or (iib) non-callable U.S. Government Obligations which, Securities which through the scheduled payment of principal and interest in respect thereof in accordance with their terms, terms will provide, not later than one Business Day day before the due date of any payment of principal of, premium, if any, or interest on the Securities of such seriespayment, cash in U.S. Legal Tender in an amount, or (iiic) a combination thereof, in such amounts, as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, accountants expressed in a written certification thereof delivered to the Trustee (or other qualifying trustee) to pay (i) the principal of, and any premium and interest and premiumon, if any, on the outstanding Securities of the applicable such series on the Stated Maturity each date on which such principal or any premium or interest is due and payable or on any redemption date established pursuant to the applicable redemption date, as the case may belast paragraph of Section 8.06, and (ii) any mandatory sinking fund payments applicable on the dates on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Securities to said payments with respect to the Securities of such series on the day on which such payments are due, and the Company must specify whether the Securities of the applicable series are being defeased to maturity or to a particular redemption dateseries; (b) in In the case of an election under Section 8.02 hereof8.03, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (ii) since the date of this Indenturehereof, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel opinion shall confirm that, the Holders of the outstanding Securities of the applicable such series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in In the case of an election under Section 8.03 hereof8.04, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming effect that the Holders of the outstanding Securities of the applicable such series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no No Default or Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) or or, insofar as Sections 6.01(eclauses (6) or (f7) hereof are of Section 6.01 is concerned, at any time in the period ending on the 91st day after the date of such deposit (or greater period it being understood that this condition shall not be deemed satisfied until the expiration of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the deposit by the Companyperiod); (e) Such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under any other material agreement or instrument to which the Company is a party or by which the Company is bound, and if the Securities of such series are subordinated pursuant to Article Eleven, is not prohibited by Article Eleven; (f) In the case of any election under Section 8.03 or 8.04, the Company shall have delivered to the Trustee an Officers' ’ Certificate stating that the deposit made by the Company pursuant to its election under Section 8.03 or 8.04 was not made by the Company with the intent of preferring the Holders over other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; and (g) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to either the Legal Defeasance under Section 8.03 or the Covenant Defeasance under Section 8.04 (as the case may be) have been complied withwith as contemplated by this Section 8.05.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Securities of one or more series: In order to exercise either Legal Defeasance or the Covenant DefeasanceDefeasance option with respect to a series of Securities may be exercised only if: (a) the Company must irrevocably deposit deposits in trust (the “defeasance trust”) with the Trustee, (Trustee money or another trustee satisfying the requirements of Section 7.10, who shall agree to comply with the provisions of this Article 8 applicable to it) in trust, for the benefit of the Holders of the Securities of the applicable series, (i) an amount of cash in United States dollars, (ii) non-callable U.S. Government Obligations which, through scheduled payment of principal and interest in respect thereof in accordance with their terms, will provide, not later than one Business Day before for the due date of any payment of principal of, premium, if any, or and interest on such outstanding Securities to their Stated Maturity or the Securities next date of such seriesredemption, cash in an amount, or as the case may be; (iiib) the Company delivers to the Trustee a combination thereof, sufficient, in the opinion of certificate from a nationally recognized firm of independent certified public accountantsaccountants expressing their opinion that the payments of principal, premium, if any and interest, when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay the principal ofprincipal, interest and premium, if any, and interest, if any, when due on the outstanding all such series of Securities of the applicable series on the to their Stated Maturity or on the applicable redemption datenext date of redemption, as the case may be, . (c) 91 days pass after such deposit is made and any mandatory sinking fund payments applicable during such 91-day period no Event of Default described in Section 501(5) or (6) shall occur with respect to the Securities of Company or any other Person making such series on deposit and be continuing at the day on which such payments are due, and the Company must specify whether the Securities end of the applicable series are being defeased to maturity or to a particular redemption dateperiod; (bd) in no Event of Default has occurred and is continuing on the case date of an election such deposit and after giving effect thereto; (e) such deposit does not constitute a default under Section 8.02 hereof, any other agreement or instrument binding on the Company; (f) the Company shall have delivered delivers to the Trustee an Opinion of Counsel to the effect that the defeasance trust does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940; (g) in the United States reasonably acceptable case of Legal Defeasance, the Company delivers to the Trustee confirming that an Opinion of Counsel stating that: (i) the Company has received from, or there has been published by, from the Internal Revenue Service a ruling or ruling, or (ii) since the date of this Indenture, Indenture there has been a change in the applicable federal Federal income tax law, to the effect, in either case to the effect case, that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Securities of the applicable series will not recognize income, gain or loss for federal Federal income tax purposes as a result of such Legal Defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times time as would have been the case if such Legal Defeasance had not occurred; (ch) in the case of an election under Section 8.03 hereofthe Covenant Defeasance option, the Company shall have delivered delivers to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming effect that the Holders of the outstanding affected series of Securities of the applicable series will not recognize income, gain or loss for federal Federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times time as would have been the case if such Covenant Defeasance defeasance had not occurred;; and (d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) or insofar as Sections 6.01(e) or (f) hereof are concerned, at any time in the period ending on the 91st day after the date of deposit (or greater period of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the deposit by the Company); (ei) the Company shall have delivered delivers to the Trustee an Officers' Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied withwith as required by this Indenture.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Securities of one or more seriesNotes: In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance with respect to the Notes: (a1) the Company must irrevocably deposit in trust with the Trustee, (Trustee money or another trustee satisfying the requirements of Section 7.10, who shall agree to comply with the provisions of this Article 8 applicable to it) in trust, for the benefit of the Holders of the Securities of the applicable series, (i) an amount of cash in United States dollars, (ii) non-callable U.S. Government Obligations which, through scheduled or a combination thereof for the payment of principal of and interest in respect thereof in accordance with their terms, will provide, not later than one Business Day before the due date of any payment of principal of, premium, if any, or interest on the Securities of such seriesNotes to the Stated Maturity or redemption, cash in an amount, or as the case may be; (iii2) the Company shall have delivered to the Trustee a combination thereof, sufficient, in the opinion of certificate from a nationally recognized firm of independent registered public accountants, accountants expressing their opinion that the payments of principal and interest when due on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the principal of, interest and premium, if any, on the outstanding Securities of the applicable series on Notes to the Stated Maturity or on the applicable redemption dateredemption, as the case may be, and any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due, and the Company must specify whether the Securities of the applicable series are being defeased to maturity or to a particular redemption date; (b3) in the case of the legal defeasance option, 91 days pass after the deposit is made and during the 91-day period no Default specified in Section 6.01(5) or (6) with respect to the Company or any other Person making such deposit occurs that is continuing at the end of the period; (4) no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit (other than, if applicable, a Default or Event of Default with respect to the Notes resulting from the borrowing of funds to be applied to such deposit); (5) such deposit does not constitute a default under any other agreement binding on the Company; (6) the Company shall have delivered to the Trustee an election Opinion of Counsel to the effect that the trust resulting from the deposit does not require registration under Section 8.02 hereofthe Investment Company Act of 1940, as amended; (7) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (ii) since the date of this Indenture, Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Securities of the applicable series Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance defeasance had not occurred; (c) 8) in the case of an election under Section 8.03 hereofthe Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming effect that the Holders of the outstanding Securities of the applicable series Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance covenant defeasance had not occurred;; and (d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) or insofar as Sections 6.01(e) or (f) hereof are concerned, at any time in the period ending on the 91st day after the date of deposit (or greater period of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the deposit by the Company); (e9) the Company shall have delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or Covenant Defeasance, as applicable, of the Covenant Defeasance Notes as contemplated by this Article Eight have been complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Securities of one or more seriesNotes: In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance with respect to the Notes: (a1) the Company must irrevocably deposit in trust with the Trustee, (Trustee money or another trustee satisfying the requirements of Section 7.10, who shall agree to comply with the provisions of this Article 8 applicable to it) in trust, for the benefit of the Holders of the Securities of the applicable series, (i) an amount of cash in United States dollars, (ii) non-callable U.S. Government Obligations which, through scheduled or a combination thereof for the payment of principal of and interest in respect thereof in accordance with their terms, will provide, not later than one Business Day before the due date of any payment of principal of, premium, if any, or interest on the Securities of such seriesNotes to the Stated Maturity or redemption, cash in an amount, or as the case may be; (iii2) the Company shall have delivered to the Trustee a combination thereof, sufficient, in the opinion of certificate from a nationally recognized firm of independent registered public accountants, accountants expressing their opinion that the payments of principal and interest when due on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the principal of, interest and premium, if any, on the outstanding Securities of the applicable series on Notes to the Stated Maturity or on the applicable redemption dateredemption, as the case may be, and any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due, and the Company must specify whether the Securities of the applicable series are being defeased to maturity or to a particular redemption date; (b3) in the case of the legal defeasance option, 91 days pass after the deposit is made and during the 91-day period no Default specified in Section 6.01(5) or (6) with respect to the Company or any other Person making such deposit occurs that is continuing at the end of the period; (4) no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit (other than, if applicable, a Default or Event of Default with respect to the Notes resulting from the borrowing of funds to be applied to such deposit); (5) such deposit does not constitute a default under any other agreement binding on the Company; (6) the Company shall have delivered to the Trustee an election Opinion of Counsel to the effect that the trust resulting from the deposit does not require registration under Section 8.02 hereofthe Investment Company Act of 1940, as amended; (7) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming stating that (i) the Company has received from, or there has been published provided by, the Internal Revenue Service a ruling ruling, or (ii) since the date of this Indenture, Indenture there has been a change in the applicable federal income tax law, in either case to the effect effect, in either case, that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Securities of the applicable series Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) 8) in the case of an election under Section 8.03 hereofthe Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming effect that the Holders of the outstanding Securities of the applicable series Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;; and (d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) or insofar as Sections 6.01(e) or (f) hereof are concerned, at any time in the period ending on the 91st day after the date of deposit (or greater period of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the deposit by the Company); (e9) the Company shall have delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or Covenant Defeasance, as applicable, relating to the Covenant Defeasance Notes as contemplated by this Article Eight have been complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or Section 8.03 hereof to the outstanding Securities of one or more series: In order to exercise either Legal Defeasance or Covenant DefeasanceSecurities: (a) the The Company must shall irrevocably deposit have deposited or cause to be deposited with the Trustee, Trustee (or another trustee satisfying the requirements of Section 7.10, 7.10 who shall agree to comply with the provisions of this Article 8 Eight applicable to it) as trust funds in trusttrust for the purpose of making the following payments, for specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of the applicable seriessuch Securities, (ia) an amount of cash in United States dollarsU.S. Legal Tender in an amount, or (iib) non-callable U.S. Government Obligations which, Securities which through the scheduled payment of principal and interest in respect thereof in accordance with their terms, terms will provide, not later than one Business Day day before the due date of any payment of principal of, premium, if any, or interest on the Securities of such seriespayment, cash in U.S. Legal Tender in an amount, or (iiic) a combination thereof, in such amounts, as will be sufficient, in the opinion of a nationally recognized firm of independent public accountantsaccountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge the principal of, interest and premium, if any, and interest on the outstanding Securities of the applicable series on the Stated Maturity Date or on the applicable redemption date, as the case may be, of such principal or installment of principal, premium, if any, or interest and any mandatory sinking fund in accordance with the terms of this Indenture and of such Securities; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Securities to said payments applicable with respect to the Securities of such series on the day on which such payments are due, and the Company must specify whether the Securities of the applicable series are being defeased to maturity or to a particular redemption date;Securities. (b) in In the case of an election under Section 8.02 hereof8.02, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (ii) since the date of this Indenturehereof, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel opinion shall confirm that, the Holders of the outstanding Securities of the applicable series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in In the case of an election under Section 8.03 hereof8.03, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming effect that the Holders of the outstanding Securities of the applicable series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no No Default or Event of Default with respect to the Securities 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 depositor, insofar as Subsection 6.01(8) or insofar as Sections 6.01(e6.01(9) or (f) hereof are is concerned, at any time in the period ending on the 91st day after the date of such deposit (or greater period it being understood that this condition shall not be deemed satisfied until the expiration of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the deposit by the Companyperiod); (e) Such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which the Company is bound; (f) In the case of any election under Section 8.02 or 8.03, the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit made by the Company pursuant to its election under Section 8.02 or 8.03 was not made by the Company with the intent of preferring the Holders over other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; and (g) The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to either the Legal Defeasance under Section 8.02 or the Covenant Defeasance under Section 8.03 (as the case may be) have been complied withwith as contemplated by this Section 8.04.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 12.02 or 8.03 Section 12.03 hereof to the outstanding Securities of one or more a particular series: In order to exercise either Legal Defeasance or Covenant Defeasance: (a) the The Company must shall irrevocably deposit have deposited or caused to be deposited with the Trustee, Trustee (or another trustee satisfying the requirements of Section 7.10, 6.09 who shall agree to comply with the provisions of this Article 8 12 applicable to it) as trust funds in trusttrust for the purpose of making the following payments, for specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of the applicable seriessuch Securities, (i) an amount of cash (in United States dollarssuch currency, currencies or currency unit in which such Securities and any related coupons are then specified as payable at Stated Maturity), or (ii) non-callable U.S. Government Obligations which, Securities that through the scheduled payment of principal and interest in respect thereof in accordance with their terms, terms will provide, not later than one Business Day day before the due date of any payment of principal of, premium, if any, or interest on the Securities of such seriespayment, cash in Dollars in an amount, or (iii) a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountantsaccountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge the principal of, interest of (and premium, if any) and interest, if any, on the such outstanding Securities of the applicable series on the Stated Maturity or on the applicable redemption date, as the case may be, and any mandatory sinking fund payments applicable to the Securities stated maturity date of such series on the day on which such payments are dueprincipal or installment of principal, and the Company must specify whether the Securities of the applicable series are being defeased to maturity or to a particular redemption date;interest or premium, if any. (b) in In the case of an election under Section 8.02 12.02 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (ii) since the date of this Indenturehereof, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Securities of the applicable such series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;. (c) in In the case of an election under Section 8.03 12.03 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities of the applicable such series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;. (d) no No Default or Event of Default (or event that, with the giving of notice or lapse of time or both would become an Event of Default) with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit or, insofar as Section 5.01(d) or 5.01(e) hereof is concerned, at any time in the period ending on the 124th calendar day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (e) Such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than this Indenture) to which the Company or any Guarantor is a party or by which the Company or such Guarantor is bound (other than a Default breach, violation or Event of Default default resulting from the borrowing of funds to be applied to such deposit) or insofar as Sections 6.01(e) or ). (f) hereof are concerned, at any time in the period ending on the 91st day after the date of deposit (or greater period of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the deposit by the Company); (e) the The Company shall have delivered to the Trustee an Officers' ’ Certificate stating that the deposit made by the Company pursuant to its election under Section 12.02 or 12.03 hereof was not made by the Company with the intent of preferring the Holders of the affected Securities over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company, or others. (g) Such Legal Defeasance or Covenant Defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 3.01. (h) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to either the Legal Defeasance under Section 12.02 hereof or the Covenant Defeasance under Section 12.03 hereof (as the case may be) have been complied withwith as contemplated by this Section 12.04.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Securities of one or more series: In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance under either Section 8.02 or 8.03 with respect to any Outstanding Securities of or within a series: (a1) the Company must Issuer irrevocably deposit deposits with the TrusteeTrustee for the Securities of that series, (or another trustee satisfying the requirements of Section 7.10, who shall agree to comply with the provisions of this Article 8 applicable to it) in trust, for the benefit of the Holders of the Securities of the applicable seriesHolders, (i) an amount of cash money in United States dollarssuch currency or currencies, (ii) or currency unit or currency units, in which such Security is then specified as payable at maturity, non-callable U.S. Government Obligations which, through scheduled payment applicable to such Securities (determined on the basis of principal and interest in respect thereof in accordance with their terms, will provide, not later than one Business Day before the due date of any payment of principal of, premium, if anycurrency or currencies, or interest on the currency unit or currency units, in which such Securities of such series, cash in an amountare then specified as payable at maturity), or (iii) a any combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal ofof (including any sinking fund payment or analogous payments applicable to such Outstanding Securities), interest premium and premiumAdditional Amounts, if any, and interest on such Outstanding Securities on the outstanding Securities of the applicable series on the Stated Maturity stated date for payment thereof or on the applicable redemption date, as the case may be, and any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due, and the Company must specify whether the Securities of the applicable series are being defeased to maturity or to a particular redemption date; (b2) in the case of an election under Section 8.02 hereof8.02, the Company shall have Issuer has delivered to the Trustee for the Securities of that series an Opinion of Counsel in the United States reasonably acceptable to the such Trustee confirming that (i) the Company Issuer has received from, or there has been published by, the Internal Revenue Service a ruling or (ii) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding such Outstanding Securities of the applicable series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c3) in the case of an election under Section 8.03 hereof8.03, the Company shall have delivered Issuer must deliver to the such Trustee for Securities of that series an Opinion of Counsel in the United States reasonably acceptable to the such Trustee confirming that the Holders of the outstanding such Outstanding Securities of the applicable series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default shall have occurred in respect of Securities of that series and be continuing on the date of such deposit (other than a Default or Event of Default in respect of that series resulting from the borrowing of funds to be applied to such deposit) or insofar as Sections 6.01(e) or (f) hereof are concerned, at any time in the period ending on the 91st day after the date of deposit (or greater period of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the deposit by the Company); (e5) 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 in respect of Securities of that series) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (6) the Company shall have delivered Issuer must deliver to the Trustee for Securities of that series an Officers' ’ Certificate stating that the deposit was not made by Issuer with the intent of preferring the Holders of such Securities over the other creditors of Issuer with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (7) the Issuer must deliver to the Trustee for Securities of that series an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and (8) notwithstanding any other provisions of this Section 8.04, such Legal Defeasance or Covenant Defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer in connection therewith pursuant to Section 2.02.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 5.03 or 8.03 hereof Section 5.04 to the outstanding Outstanding Securities of one or more a particular series: In order to exercise either Legal Defeasance or Covenant Defeasance: (a) the Company Issuer must irrevocably deposit deposit, or cause to be irrevocably deposited, with the TrusteeTrustee for the Securities of that series, (or another trustee satisfying the requirements of Section 7.10, who shall agree to comply with the provisions of this Article 8 applicable to it) in trust, for the benefit of the Holders of the Securities of the applicable that series, (i) an amount of cash in United States dollarsthe currency or currency unit in which the Securities of that series are payable (except as otherwise specified pursuant to Section 301 for the Securities of that series), (ii) non-callable U.S. Government Obligations which, through scheduled payment of principal and interest in respect or a combination thereof in accordance with their terms, such amounts as will provide, not later than one Business Day before be sufficient to pay the due date of any payment of principal of, premium, if any, or interest on the Securities of such series, cash in an amount, or (iii) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, interest and premiuminterest, if any, due on the outstanding Securities of the applicable that series on and any related coupons at the Stated Maturity Maturity, or on the applicable redemption dateRedemption Date, as the case may be, with respect to the outstanding Securities of that series and any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due, and the Company must specify whether the Securities of the applicable series are being defeased to maturity or to a particular redemption daterelated coupons; (b) in the case of an election under Section 8.02 hereofLegal Defeasance only, the Company Issuer shall have delivered to the Trustee for the Securities of that series (1) an Opinion of Counsel in the United States reasonably acceptable confirming that, subject to the Trustee confirming that (i) the Company has received fromcustomary assumptions and exclusions, or there has been published by, the Internal Revenue Service a ruling or (ii) since the date on which Securities of this Indenturesuch series were originally issued, there has been a change in the applicable federal 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 Outstanding Securities of the applicable that series will not recognize income, gain or loss for federal U.S. Federal income tax purposes as a result of such Legal Defeasance and will be subject to federal 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 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; (c) in the case of an election under Section 8.03 hereofCovenant Defeasance only, the Company Issuer shall have delivered to the Trustee for the Securities of that series an Opinion of Counsel in the United States reasonably acceptable confirming that, subject to the Trustee confirming that customary assumptions and exclusions, the Holders of the outstanding Outstanding Securities of the applicable that series will not recognize income, gain or loss for federal U.S. Federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or 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 any event resulting from the borrowing of funds to be applied to make such deposit) shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) or insofar as Sections 6.01(e) or (f) hereof are concerned, at any time in the period ending on the 91st day after the date of deposit (or greater period of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the deposit by the Company); (e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under any material agreement (other than this Indenture) or instrument to which the Company Issuer is a party or by which the Issuer is bound; and (f) the Issuer shall have delivered to the Trustee for the Securities of that series an Officers' Certificate and an Opinion of Counsel, 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 Defeasance, as the case may be, have been complied with. As used in this Article Five, "U.S. Government Obligations" means securities that are (i) direct obligations of the United States of America for payment of which its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation of the United States of America, which, in either case under clauses (i) or (ii), are not callable or redeemable at the option of the issuer thereof, and will also include a depository receipt issued by a bank or trust Issuer as custodian with respect to any such U.S. Government Obligation or a specified payment of interest on or principal of any such U.S. Government Obligation held by such custodian for the account of the holder of a depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of interest on or principal of the U.S. Government Obligation evidenced by such depository receipt.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Securities of one or more series: In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance under either Section 8.02 or 8.03 hereof with respect to any Outstanding Securities of or within a series: (a1) the Company must Issuer irrevocably deposit deposits with the TrusteeTrustee for the Securities of that series, (or another trustee satisfying the requirements of Section 7.10, who shall agree to comply with the provisions of this Article 8 applicable to it) in trust, for the benefit of the Holders of the Securities of the applicable seriesHolders, (i) an amount of cash money in United States dollarssuch currency or currencies, (ii) or currency unit or currency units, in which such Security is then specified as payable at maturity, non-callable U.S. Government Obligations which, through scheduled payment applicable to such Securities (determined on the basis of principal and interest in respect thereof in accordance with their terms, will provide, not later than one Business Day before the due date of any payment of principal of, premium, if anycurrency or currencies, or interest on the currency unit or currency units, in which such Securities of such series, cash in an amountare then specified as payable at maturity), or (iii) a any combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal ofof (including any sinking fund payment or analogous payments applicable to such Outstanding Securities), interest premium and premiumAdditional Amounts, if any, and interest on such Outstanding Securities on the outstanding Securities of the applicable series on the Stated Maturity stated date for payment thereof or on the applicable redemption date, as the case may be, and any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due, and the Company must specify whether the Securities of the applicable series are being defeased to maturity or to a particular redemption date; (b2) in the case of an election under Section 8.02 hereof, the Company shall have Issuer has delivered to the Trustee for the Securities of that series an Opinion of Counsel in the United States reasonably acceptable to the such Trustee confirming that that: (i) the Company Issuer has received from, or there has been published by, the Internal Revenue Service IRS a ruling or ruling; or (ii) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding such Outstanding Securities of the applicable series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c3) in the case of an election under Section 8.03 hereof, the Company shall have delivered Issuer must deliver to the such Trustee for Securities of that series an Opinion of Counsel in the United States reasonably acceptable to the such Trustee confirming that the Holders of the outstanding such Outstanding Securities of the applicable series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default shall have occurred in respect of Securities of that series and be continuing on the date of such deposit (other than a Default or Event of Default in respect of that series resulting from the borrowing of funds to be applied to such deposit) or insofar as Sections 6.01(e) or (f) hereof are concerned, at any time in the period ending on the 91st day after the date of deposit (or greater period of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the deposit by the Company); (e5) 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 in respect of Securities of that series) to which Ventas, Inc. or any of its Subsidiaries is a party or by which Ventas, Inc. or any of its Subsidiaries is bound; (6) the Company shall have delivered Issuer must deliver to the Trustee for Securities of that series an Officers' ’ Certificate stating that the deposit was not made by Issuer with the intent of preferring the Holders of such Securities over the other creditors of Issuer with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (7) the Issuer must deliver to the Trustee for Securities of that series an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and (8) notwithstanding any other provisions of this Section, such Legal Defeasance or Covenant Defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer in connection therewith pursuant to Section 2.02.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Securities of one or more series: In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 (“Legal Defeasance and Discharge”) or 8.03 (“Covenant Defeasance”) hereof: (a1) the Company must irrevocably deposit with the Trustee, (or another trustee satisfying the requirements of Section 7.10, who shall agree to comply with the provisions of this Article 8 applicable to it) in trust, for the benefit of the Holders of the Securities of the applicable seriesNotes, (i) an amount cash in U.S. dollars, non-callable Government Securities, or a combination of cash in United States dollars, (ii) U.S. dollars and non-callable U.S. Government Obligations whichSecurities, through scheduled payment of principal and interest in respect thereof in accordance with their terms, amounts as will provide, not later than one Business Day before the due date of any payment of principal of, premium, if any, or interest on the Securities of such series, cash in an amount, or (iii) a combination thereof, be sufficient, as affirmed in a writing delivered to the opinion of Trustee by a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest and premiumpremium (including the Applicable Premium) on, if any, the outstanding Notes on the outstanding Securities of the applicable series on the Stated Maturity stated date for payment thereof or on the applicable redemption dateRedemption Date, as the case may be, and any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due, and the Company must specify whether the Securities of the applicable series Notes are being defeased to maturity such stated date for payment or to a particular redemption dateRedemption Date; (b) in the case of an election under Section 8.02 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (ii) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Securities of the applicable series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in the case of an election under Section 8.03 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities of the applicable series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d2) no Default or Event of Default shall have has occurred and be is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) or insofar as Sections 6.01(e) or (f) hereof are concerned, at any time in the period ending on the 91st day after the date of deposit (or greater period of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company)Company or any Guarantor is bound; (e3) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (4) the Company shall have delivered must deliver to the Trustee an Officers' ’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (5) the Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 11.02 or 8.03 Section 11.03 hereof to the outstanding Securities of one or more a particular series: In order to exercise either Legal Defeasance or Covenant Defeasance: (a) the The Company must shall irrevocably deposit have deposited or caused to be deposited with the Trustee, Trustee (or another trustee satisfying the requirements of Section 7.10, 6.10 who shall agree to comply with the provisions of this Article 8 11 applicable to it) as trust funds in trusttrust for the purpose of making the following payments, for specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of the applicable seriessuch Securities, (i) an amount of cash (in United States dollarssuch currency, currencies or currency unit in which such Securities and any related coupons are then specified as payable at Stated Maturity), or (ii) non-callable U.S. Government Obligations which, Securities that through the scheduled payment of principal and interest in respect thereof in accordance with their terms, terms will provide, not later than one Business Day day before the due date of any payment of principal of, premium, if any, or interest on the Securities of such seriespayment, cash in U.S. Dollars in an amount, or (iii) a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountantsaccountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge the principal of, interest and premium, if any, and interest on the such outstanding Securities of the applicable series on the Stated Maturity or on the applicable redemption date, as the case may be, and any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are dueprincipal or installment of principal, and the Company must specify whether the Securities of the applicable series are being defeased to maturity premium, if any, or to a particular redemption date;interest. (b) in In the case of an election under Section 8.02 11.02 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that (i) the Company has received from, or there has been published by, the United States Internal Revenue Service a ruling or (ii) since the date of this Indenturehereof, there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Securities of the applicable such series will not recognize income, gain or loss for federal Federal income tax purposes as a result of such Legal Defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;. (c) in In the case of an election under Section 8.03 11.03 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities of the applicable such series will not recognize income, gain or loss for federal Federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;. (d) no No Default or Event of Default (or event that, with the giving of notice or lapse of time or both would become an Event of Default) with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit or, insofar as Section 5.01(d) or 5.01(e) hereof is concerned, at any time in the period ending on the 124th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (e) Such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than this Indenture) to which the Company is a party or by which the Company or is bound (other than a Default breach, violation or Event of Default default resulting from the borrowing of funds to be applied to such deposit) or insofar as Sections 6.01(e) or ). (f) hereof are concerned, at any time in the period ending on the 91st day after the date of deposit (or greater period of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the deposit by the Company); (e) the The Company shall have delivered to the Trustee an Officers' ’ Certificate stating that the deposit made by the Company pursuant to its election under Section 11.02 or 11.03 hereof was not made by the Company with the intent of preferring the Holders of the affected Securities over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company, or others. (g) Such defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 3.01. (h) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to either the Legal Defeasance under Section 11.02 hereof or the Covenant Defeasance under Section 11.03 hereof (as the case may be) have been complied withwith as contemplated by this Section 11.04.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 8.2 or 8.03 hereof Section 8.3 to the outstanding Debt Securities of one or more the applicable series: In order to exercise either Legal Defeasance or Covenant Defeasance: (a) in the case of Legal Defeasance of such series, either (i) all Debt Securities of such series theretofore authenticated and delivered under the Indenture must have been delivered to the Trustee for cancellation or (ii) the Company must irrevocably deposit deposit, or cause to be irrevocably deposited, with the Trustee, (or another trustee satisfying the requirements of Section 7.10, who shall agree to comply with the provisions of this Article 8 applicable to it) in trust, for the benefit of the Holders of the Securities of the applicable series, (i) an amount of cash in United States dollars, (ii) non-callable U.S. Government Obligations which, through scheduled payment of principal and interest in respect thereof in accordance with their terms, will provide, not later than one Business Day before the due date of any payment of principal of, premium, if any, or interest on the Debt Securities of such series, cash in an amountU.S. dollars, non-callable U.S. Government Securities or (iii) a combination thereof, sufficientthereof in such amounts (and, in the opinion case of a nationally recognized firm U.S. Government Securities, together with the predetermined and certain income to accrue thereon, without consideration of independent public accountants, any reinvestment thereof) as will be sufficient to pay the principal of, of and accrued interest and premium, if any, due on the outstanding Debt Securities of the applicable such series on the Stated Maturity date or on the applicable redemption dateRedemption Date, as the case may be, of such principal of and any mandatory sinking fund payments applicable to accrued interest on the outstanding Debt Securities of such series on the day on which such payments are due, and the Company must specify whether the Securities of the applicable series are being defeased to maturity or to a particular redemption dateseries; (b) in the case of an election under Section 8.02 hereofCovenant Defeasance of such series, the Company must irrevocably deposit, or cause to be irrevocably deposited, with the Trustee, in trust, for the benefit of the Holders of Debt Securities of such series, cash in U.S. dollars, non-callable U.S. Government Securities or a combination thereof in such amounts (and, in the case of U.S. Government Securities, together with the predetermined and certain income to accrue thereon, without consideration of any reinvestment thereof) as will be sufficient to pay the principal of and accrued interest due on the outstanding Debt Securities of such series on the Stated Maturity date or on the applicable Redemption Date, as the case may be, of such principal of and accrued interest on the outstanding Debt Securities of such series; (c) in the case of Legal Defeasance of such series, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that that, subject to customary assumptions and exclusions, (i) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling or (ii) since the date of this IndentureIssue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the outstanding Debt Securities of the applicable such series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (cd) in the case of an election under Section 8.03 hereofCovenant Defeasance of such series, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that that, subject to customary assumptions and exclusions, the Holders of the outstanding Debt Securities of the applicable such series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income 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; (de) such Covenant Defeasance shall not result in a breach or violation of, or constitute a default under any material agreement or instrument to which the Company is a party or by which the Company is bound; (f) in the case of Legal Defeasance of such series, 91 days shall have passed during which no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied relating to such depositseries under Section 6.1(e) or insofar as Sections 6.01(eSection 6.1(f) or (f) hereof are concerned, at any time in the period ending on the 91st day after the date of deposit (or greater period of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the deposit by the Company)has occurred; (eg) the Company shall have delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for or relating to the Legal Defeasance or the Covenant Defeasance defeasance and discharge as contemplated by this Article VIII have been complied with; and (h) the Company shall have delivered to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and accrued interest when due and without reinvestment on the deposited U.S. Government Securities plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and accrued interest when due on all the Debt Securities of such series to maturity.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 8.06 or 8.03 8.07 hereof to any Securities or any series of Securities, as the outstanding Securities of one or more series: In order case may be, to exercise either Legal Defeasance or Covenant Defeasancebe defeased: (ai) the Company must shall irrevocably deposit with the Trustee, (or another trustee satisfying the requirements of Section 7.10, who shall agree to comply with the provisions of this Article 8 applicable to it) in trust, for the benefit of the Holders of the Securities as to which Legal Defeasance or Covenant Defeasance will occur, money, U.S. Government Obligations, a combination thereof, or other obligations as may be provided with respect to such Securities, in such amounts as will be sufficient, as determined by the Company, and expressed in a written certification thereof, signed by the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the applicable seriesCompany and delivered to the Trustee, (i) an amount of cash in United States dollarsto pay the Principal of, (ii) non-callable U.S. Government Obligations whichpremium, through scheduled payment of principal if any, and interest in respect on such Securities on the stated date for payment thereof in accordance with their terms, will provide, not later than one Business Day before or on the due redemption date of any payment such Principal or installment of principal Principal of, premium, if any, or interest on the Securities of such series, cash in an amount, or (iii) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, interest and premium, if any, on the outstanding Securities of the applicable series on the Stated Maturity or on the applicable redemption date, as the case may be, and any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are dueSecurities, and the Company must specify whether Trustee, for the Securities benefit of the applicable series are being defeased to maturity or to Holders of such Securities, has a particular redemption datevalid and perfected security interest in obligations so deposited; (bii) in the case of an election under Section 8.02 hereofLegal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that that: (iA) the Company has received from, or there has been published by, by the Internal Revenue Service Service, a ruling or (iiB) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding such Securities of the applicable series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (ciii) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the such Trustee confirming that the Holders of the outstanding such Securities of the applicable series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (div) no Default or Event of Default with respect to such Securities shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and no Default or insofar as Sections Event of Default under Section 6.01(d) or Section 6.01(e) or (f) hereof are concernedoccurs, at any time in the period ending on the 91st day after the date of deposit (or greater period of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the deposit by the Company)deposit; (ev) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under any material agreement or instrument (excluding this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (vi) the Company shall have delivered to the Trustee an Officers' ’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of such Securities over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others; and (vii) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all the conditions precedent provided for or relating in, in the case of the Officers’ Certificate, (i) through (vi) and, in the case of the Opinion of Counsel, clauses (i) (with respect to the Legal Defeasance or validity and perfection of the Covenant Defeasance security interest), (ii), (iii) and (v) of this paragraph have been complied with. If the amount deposited with the Trustee to effect a Covenant Defeasance is insufficient to pay the principal of, premium, if any, and interest on, the applicable series of debt securities when due, then the Company’s obligations under the Indenture and such series of Securities will be revived, and such Covenant Defeasance will be deemed not to have occurred.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Securities of one or more seriesany Series: In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance with respect to a Series of Securities: (a1) the Company must irrevocably deposit in trust with the Trustee, (Trustee money or another trustee satisfying the requirements of Section 7.10, who shall agree to comply with the provisions of this Article 8 applicable to it) in trustU.S. Government Obligations or a combination thereof, for the benefit of the Holders of the Securities of the applicable series, (i) an amount of cash in United States dollars, (ii) non-callable U.S. Government Obligations which, through scheduled payment of principal of and interest in respect thereof in accordance with their terms, will provide, not later than one Business Day before the due date of any payment of principal of, premium, if any, or interest on the Securities of such seriesSeries to the Stated Maturity or redemption, cash as the case may be, of such Securities, in an amount, or (iii) a combination thereof, amount as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountantsacccountants delivered to the Trustee, without consideration of reinvestment, to pay principal and interest when due on all the principal of, interest and premium, if any, on the outstanding Securities of the applicable series on such Series to the Stated Maturity or on the applicable redemption dateredemption, as the case may be, and any mandatory sinking fund payments applicable of such Series; (2) no Default or Event of Default with respect to the Securities of such series Series shall have occurred and be continuing on the day on which date of such payments are duedeposit (other than, and the Company must specify whether if applicable, a Default or Event of Default with respect to the Securities of such Series resulting from the applicable series are being defeased borrowing of funds and any funds related thereto to maturity or be applied to a particular redemption datesuch deposit and any similar and substantially concurrent deposit relating to other indebtedness and the granting of liens in connection therewith); (b3) such Legal Defeasance or Covenant Defeasance does not constitute a default under any material agreement (other than this Indenture) binding on the Company (other than, if applicable, a default resulting from the borrowing of funds and any funds related thereto to be applied to such deposit and any similar and substantially concurrent deposit relating to other indebtedness and the granting of liens in connection therewith); (4) in the case of an election under Section 8.02 hereofLegal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming stating that (i) the Company has received from, or there has been published provided by, the Internal Revenue Service a ruling ruling, or (ii) since the date of this Indenture, Indenture there has been a change in the applicable federal income tax law, in either case to the effect effect, in either case, that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Securities of the applicable series such Series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c5) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming effect that the Holders of the outstanding Securities of the applicable series such Series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;; and (d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) or insofar as Sections 6.01(e) or (f) hereof are concerned, at any time in the period ending on the 91st day after the date of deposit (or greater period of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the deposit by the Company); (e6) the Company shall have delivered to the Trustee an Officers' Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or Covenant Defeasance, as applicable, relating to the Covenant Defeasance Securities of such Series as contemplated by this Article Eight have been complied with. Notwithstanding the foregoing, the requirements of clause (4) above with respect to a Legal Defeasance need not be complied with if all Securities of the Series with respect to which Legal Defeasance is being exercised that have not theretofore been delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable within one year on the maturity date or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Securities of one or more series: In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance under either Section 8.02 or 8.03 with respect to any Outstanding Securities of or within a series: (a1) the Company must Issuer irrevocably deposit deposits with the TrusteeTrustee for the Securities of that series, (or another trustee satisfying the requirements of Section 7.10, who shall agree to comply with the provisions of this Article 8 applicable to it) in trust, for the benefit of the Holders of the Securities of the applicable seriesHolders, (i) an amount of cash money in United States dollarssuch currency or currencies, (ii) or currency unit or currency units, in which such Security is then specified as payable at maturity, non-callable U.S. Government Obligations which, through scheduled payment applicable to such Securities (determined on the basis of principal and interest in respect thereof in accordance with their terms, will provide, not later than one Business Day before the due date of any payment of principal of, premium, if anycurrency or currencies, or interest on the currency unit or currency units, in which such Securities of such series, cash in an amountare then specified as payable at maturity), or (iii) a any combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal ofof (including any sinking fund payment or analogous payments applicable to such Outstanding Securities), interest premium and premiumAdditional Amounts, if any, and interest on such Outstanding Securities on the outstanding Securities of the applicable series on the Stated Maturity stated date for payment thereof or on the applicable redemption date, as the case may be, and any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due, and the Company must specify whether the Securities of the applicable series are being defeased to maturity or to a particular redemption date; (b2) in the case of an election under Section 8.02 hereof8.02, the Company shall have Issuer has delivered to the Trustee for the Securities of that series an Opinion of Counsel in the United States reasonably acceptable to the such Trustee confirming that (i) the Company Issuer has received from, or there has been published by, the Internal Revenue Service a ruling or (ii) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding such Outstanding Securities of the applicable series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c3) in the case of an election under Section 8.03 hereof8.03, the Company shall have delivered Issuer must deliver to the such Trustee for Securities of that series an Opinion of Counsel in the United States reasonably acceptable to the such Trustee confirming that the Holders of the outstanding such Outstanding Securities of the applicable series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default shall have occurred in respect of Securities of that series and be continuing on the date of such deposit (other than a Default or Event of Default in respect of that series resulting from the borrowing of funds to be applied to such deposit) or insofar as Sections 6.01(e) or (f) hereof are concerned, at any time in the period ending on the 91st day after the date of deposit (or greater period of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the deposit by the Company); (e5) 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 in respect of Securities of that series) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (6) the Company shall have delivered Issuer must deliver to the Trustee for Securities of that series an Officers' Officer’s Certificate stating that the deposit was not made by Issuer with the intent of preferring the Holders of such Securities over the other creditors of Issuer with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (7) the Issuer must deliver to the Trustee for Securities of that series an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and (8) notwithstanding any other provisions of this Section 8.04, such Legal Defeasance or Covenant Defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer in connection therewith pursuant to Section 2.02.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Securities of one or more series: In order to exercise either Legal Defeasance or Covenant Defeasance: (a) the Company must irrevocably deposit with the Trustee, Trustee ,(or another trustee (satisfactory to the Trustee) satisfying the requirements of Section 7.10, who shall agree under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee to comply with the provisions of this Article 8 applicable to it) in trust, for the benefit of the Holders of the Securities of the applicable series, (i) an amount of cash in United States dollars, (ii) non-callable U.S. Government Obligations which, through scheduled payment of principal and interest in respect thereof in accordance with their terms, will provide, not later than one Business Day before the due date of any payment of principal of, premium, if any, or interest on the Securities of such series, cash in an amount, or (iii) a combination thereof, sufficient, in the written opinion of a nationally recognized firm of independent public accountantsaccountants delivered to the Trustee, to pay the principal of, interest and premium, if any, on the outstanding Securities of the applicable series on the Stated Maturity or on the applicable redemption date, as the case may be, and any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due, and the Company must specify whether the Securities of the applicable series are being defeased to maturity or to a particular redemption date; (b) in the case of an election under Section 8.02 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (ii) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Securities of the applicable series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in the case of an election under Section 8.03 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities of the applicable series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) or insofar as Sections 6.01(e) or (f) hereof are concerned, at any time in the period ending on the 91st day after the date of deposit (or greater period of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the deposit by the Company);; and (e) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 8.2 or 8.03 hereof Section 8.3 to the outstanding Securities of one or more series: In order to exercise either Legal Defeasance or Covenant DefeasanceSecurities: (a) the The Company must shall irrevocably deposit have deposited or caused to be deposited with the Trustee, Trustee (or another trustee satisfactory to the Trustee satisfying the requirements of Section 7.10, 7.10 who shall agree to comply with the provisions of this Article 8 VIII applicable to it) as trust funds in trusttrust for the purpose of making the following payments, for specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of the applicable seriessuch Securities, (ia) Cash in an amount of cash in United States dollarsamount, or (iib) non-callable U.S. Government Obligations which, which through the scheduled payment of principal and interest in respect thereof in accordance with their terms, terms will provide, not later than one Business Day day before the due date of any payment of principal ofpayment, premium, if any, or interest on the Securities of such series, cash Cash in an amount, or (iiic) a combination thereof, in such amounts, as in each case will be sufficient, in the opinion of a nationally recognized firm of independent public accountantsaccountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge and which shall be applied by the Paying Agent (or other qualifying trustee) to pay and discharge the principal of, interest and premium, if any, and interest on the outstanding Securities of the applicable series on the Stated Maturity or on the applicable redemption dateRedemption Date, as the case may be, of such principal or installment of principal, premium, if any, or interest; PROVIDED that the Paying Agent shall have been irrevocably instructed to apply such Cash and any mandatory sinking fund the proceeds of such U.S. Government Obligations to said payments applicable with respect to the Securities. The Paying Agent shall promptly advise the Trustee in writing of any Cash or Securities of such series on the day on which such payments are due, and the Company must specify whether the Securities of the applicable series are being defeased deposited pursuant to maturity or to a particular redemption datethis Section 8.4; (b) in In the case of an election under Section 8.02 hereof8.2, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that (i) the Company has have received from, or there has been published by, the Internal Revenue Service a ruling or (ii) since the date of this Indenture, Indenture there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel opinion shall confirm that, the Holders of the outstanding Securities of the applicable series will not recognize income, gain or loss for federal Federal income tax purposes as a result of such Legal Defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in In the case of an election under Section 8.03 hereof8.3, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming effect that the Holders of the outstanding Securities of the applicable series will not recognize income, gain or loss for federal Federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal Federal income tax on in the same amountsamount, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no No Default or Event of Default with respect to the Securities 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 depositor, in so far as Section 6.1(4) or insofar as Sections 6.01(eSection 6.1(6) or (f) hereof are is concerned, at any time in the period ending on the 91st day after the date of such deposit (it being understood that this condition is a condition subsequent which shall not be deemed satisfied until the expiration of such period, but in the case of Covenant Defeasance, the covenants which are defeased under Section 8.3 will cease to be in effect unless an Event of Default under Section 6.1(4) or greater period of time in which any Section 6.1(6) occurs during such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the deposit by the Companyperiod); (e) Such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company, the Guarantors, or any of their Subsidiaries is a party or by which any of them is bound; (f) In the case of an election under either Section 8.2 or 8.3, the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all the deposit made by the Company pursuant to its election under Section 8.2 or 8.3 was not made by the Company with the intent of preferring the Holders over other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; (g) The Company shall have delivered to the Trustee an Officers' Certificate stating that the conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and (h) The Company shall have delivered to the Trustee an Opinion of Counsel stating that the conditions set out in Section 8.4(a) (with respect to the validity and perfection of the security interest), (b), (c) and (e) above. (i) The Company or the Parent Guarantor shall have delivered to the Trustee any required consent of the lenders under the Credit Facility to such defeasance or covenant defeasance, 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 Securities of one or more series: In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance under either Section 8.02 or 8.03 hereof with respect to any Outstanding Securities of or within a series: (a1) the Company must Issuer irrevocably deposit deposits with the TrusteeTrustee for the Securities of that series, (or another trustee satisfying the requirements of Section 7.10, who shall agree to comply with the provisions of this Article 8 applicable to it) in trust, for the benefit of the Holders of the Securities of the applicable seriesHolders, (i) an amount of cash money in United States dollarssuch currency or currencies, (ii) or currency unit or currency units, in which such Security is then specified as payable at maturity, non-callable U.S. Government Obligations which, through scheduled payment applicable to such Securities (determined on the basis of principal and interest in respect thereof in accordance with their terms, will provide, not later than one Business Day before the due date of any payment of principal of, premium, if anycurrency or currencies, or interest on the currency unit or currency units, in which such Securities of such series, cash in an amountare then specified as payable at maturity), or (iii) a any combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal ofof (including any sinking fund payment or analogous payments applicable to such Outstanding Securities), interest premium and premiumAdditional Amounts, if any, and interest on such Outstanding Securities on the outstanding Securities of the applicable series on the Stated Maturity stated date for payment thereof or on the applicable redemption date, as the case may be, and any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due, and the Company must specify whether the Securities of the applicable series are being defeased to maturity or to a particular redemption date; (b2) in the case of an election under Section 8.02 hereof, the Company shall have Issuer has delivered to the Trustee for the Securities of that series an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that that: (i) the Company Issuer has received a ruling from, or there a ruling has been published by, the Internal Revenue Service a ruling or Service; or (ii) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding such Outstanding Securities of the applicable series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c3) in the case of an election under Section 8.03 hereof, the Company shall have delivered Issuer must deliver to the such Trustee for Securities of that series an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding such Outstanding Securities of the applicable series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default shall have occurred in respect of Securities of that series and be continuing on the date of such deposit (other than a Default or Event of Default in respect of that series resulting from the borrowing of funds to be applied to such deposit) or insofar as Sections 6.01(e) or (f) hereof are concerned, at any time in the period ending on the 91st day after the date of deposit (and any similar concurrent deposit relating to other indebtedness being defeased, discharged or greater period replaced), and the granting of time in which any liens to secure such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the deposit by the Companyborrowings); (e5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture and the agreements governing any other indebtedness being defeased, discharged or replaced) to which the Issuer is a party or by which the Issuer or any Guarantor is bound; (6) the Company shall have delivered Issuer must deliver to the Trustee for Securities of that series an Officers' ’ Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders of such Securities over the other creditors of Issuer with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (7) the Issuer must deliver to the Trustee for Securities of that series an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and (8) notwithstanding any other provisions of this Section, such Legal Defeasance or Covenant Defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer in connection therewith pursuant to Section 2.02.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 11.02 or 8.03 hereof 11.03 to the outstanding Securities of one or more seriesSecurities: In order to exercise either Legal Defeasance or Covenant Defeasance: (a1) the Company must irrevocably deposit or cause to be deposited with the Trustee, (or another trustee satisfying the requirements of Section 7.10, who shall agree to comply with the provisions of this Article 8 applicable to it) in trust, for the benefit of the Holders of the Securities as to which Legal Defeasance or Covenant Defeasance will occur, moneys (which shall be United States legal tender except to the extent necessary to provide for the payment of the applicable series, (i) an amount any Series of cash Securities that is denominated in a currency other than United States dollars, in which case such moneys shall include such other currency) and Government Securities (iior to the extent that a Series of Securities is denominated in a currency other than United States dollars, equivalent securities issued by a government, governmental agency or central bank of the country in whose currency the Series of Securities is denominated that are backed by the full faith and credit of the government of that country) non-callable U.S. Government Obligations which, through scheduled payment of principal and interest in respect thereof in accordance with their terms, will provide, not later than one Business Day before the due date of any payment of principal of, premium, if any, or interest on the Securities of such series, cash in an amount, or (iii) a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, interest and premium, if any, interest on the outstanding such Securities of the applicable series on the Stated Maturity for payment thereof or on the applicable redemption date, as the case may be, and any mandatory sinking fund payments applicable to the Securities date of such series principal or installment of principal of, premium, if any, or interest on the day on which such payments are due, Securities (and the Company must specify whether the Securities of the applicable series are being defeased to maturity or to a particular redemption date), and the Holders of such Securities must have a valid, perfected, exclusive security interest in such trust; (b2) in the case of an election under Section 8.02 hereof11.02, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that (iA) the Company has received from, or there has been published by, by the Internal Revenue Service Service, a ruling or (iiB) since the date of this Indenture, there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding such Securities of the applicable series will not recognize income, gain or loss for federal Federal income tax purposes as a result of such Legal Defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c3) in the case of an election under Section 8.03 hereof11.03, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the such Trustee confirming that the Holders of the outstanding such Securities of the applicable series will not recognize income, gain or loss for federal Federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) or insofar as Sections 6.01(e) or (f) hereof are concerned, at any time in the period ending on the 91st day after the date of deposit (or greater period of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the deposit by the Company); (e5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under this Indenture or any other material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (6) the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to such Trustee confirming that, after the 91st day following such deposit, the deposited funds will not be part of any "estate" formed by the bankruptcy of the Company or subject to the "automatic stay" under the Bankruptcy Code or, in the case of Covenant Defeasance, will be subject to a first priority Lien in favor of the Trustee for the benefit of the Holders; (7) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of such Securities over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company, or others; and (8) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all the conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance in such documents have been complied with. If the funds deposited with the Trustee to effect Covenant Defeasance are insufficient to pay the principal of, premium, if any, and interest on the Securities when due, then the obligations of the Company under this Indenture will be revived, no such defeasance shall be deemed to have occurred and, at the request of the Company, the Trustee will return to the Company the funds deposited by the Company to effect the Covenant Defeasance.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 11.02 or 8.03 Section 11.03 hereof to the outstanding Securities of one or more series: In order to exercise either Legal Defeasance or Covenant DefeasanceSecurities: (a) the The Company must shall irrevocably deposit have deposited or caused to be deposited with the Trustee, Trustee (or another trustee satisfying the requirements of Section 7.10, 5.10 who shall agree to comply with the provisions of this Article 8 11 applicable to it) as trust funds in trusttrust for the purpose of making the following payments, for specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of the applicable seriessuch Securities, (i) an amount of cash in United States dollarsU.S. Dollars in an amount, or (ii) non-callable U.S. Government Obligations which, Securities that through the scheduled payment of principal and interest in respect thereof in accordance with their terms, terms will provide, not later than one Business Day day before the due date of any payment of principal of, premium, if any, or interest on the Securities of such seriespayment, cash in U.S. Dollars in an amount, or (iii) a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountantsaccountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge the principal of, interest and premium, if any, and interest on such outstanding Securities on the outstanding Securities of the applicable series on the Stated Maturity or on the applicable redemption date, as the case may be, and any mandatory sinking fund payments applicable to the Securities stated maturity date of such series on the day on which such payments are dueprincipal or installment of principal, and the Company must specify whether the Securities of the applicable series are being defeased to maturity premium, if any, or to a particular redemption date;interest. (b) in In the case of an election under Section 8.02 11.02 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (ii) since the date of this Indenturehereof, there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Securities of the applicable series will not recognize income, gain or loss for federal Federal income tax purposes as a result of such Legal Defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;. (c) in In the case of an election under Section 8.03 11.03 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities of the applicable series will not recognize income, gain or loss for federal Federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;. (d) no No Default or Event of Default (or event that, with the giving of notice or lapse of time or both would become an Event of Default) shall have occurred and be continuing on the date of such deposit or, insofar as Section 4.01(e) or 4.01(f) hereof is concerned, at any time in the period ending on the 124th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (e) Such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than this Indenture) to which the Company is a party or by which the Company or is bound (other than a Default breach, violation or Event of Default default resulting from the borrowing of funds to be applied to such deposit) or insofar as Sections 6.01(e) or ). (f) hereof are concerned, at any time in the period ending on the 91st day after the date of deposit (or greater period of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply The Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit made by the Company pursuant to its election under Section 11.02 or 11.03 hereof was not made by the Company with the intent of preferring the Holders of the Securities over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company);, or others. (eg) the The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to either the Legal Defeasance under Section 11.02 hereof or the Covenant Defeasance under Section 11.03 hereof (as the case may be) have been complied withwith as contemplated by this Section 11.04.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Securities of one or more series: In order to exercise either Legal Defeasance or Covenant Defeasance: (a) the Company must irrevocably deposit with the Trustee, Trustee (or another trustee (satisfactory to the Trustee) satisfying the requirements of Section 7.10, who shall agree under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee to comply with the provisions of this Article 8 applicable to it) in trust, for the benefit of the Holders of the Securities of the applicable series, (i) an amount of cash in United States dollars, (ii) non-callable U.S. Government Obligations which, through scheduled payment of principal and interest in respect thereof in accordance with their terms, will provide, not later than one Business Day before the due date of any payment of principal of, premium, if any, or interest on the Securities of such series, cash in an amount, or (iii) a combination thereof, sufficient, in the written opinion of a nationally recognized firm of independent public accountantsaccountants delivered to the Trustee, to pay the principal of, interest and premium, if any, on the outstanding Securities of the applicable series on the Stated Maturity or on the applicable redemption date, as the case may be, and any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due, and the Company must specify whether the Securities of the applicable series are being defeased to maturity or to a particular redemption date; (b) in the case of an election under Section 8.02 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (ii) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Securities of the applicable series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in the case of an election under Section 8.03 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities of the applicable series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) or insofar as Sections 6.01(e) or (f) hereof are concerned, at any time in the period ending on the 91st day after the date of deposit (or greater period of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the deposit by the Company);; and (e) the Company shall have delivered to the Trustee an Officers' Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 8.2 or 8.03 hereof Section 8.3 to the outstanding Securities of one or more series: In order to exercise either Legal Defeasance or Covenant DefeasanceSecurities: (a) the The Company must shall irrevocably deposit have deposited or caused to be deposited with the Trustee, Trustee (or another trustee satisfactory to the Trustee satisfying the requirements of Section 7.10, 7.10 who shall agree to comply with the provisions of this Article 8 VIII applicable to it) as trust funds in trusttrust for the purpose of making the following payments, for specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of the applicable seriessuch Securities, (ia) Cash in an amount of cash in United States dollarsamount, or (iib) non-callable U.S. Government Obligations which, which through the scheduled payment of principal and interest in respect thereof in accordance with their terms, terms will provide, not later than one Business Day day before the due date of any payment of principal ofpayment, premium, if any, or interest on the Securities of such series, cash Cash in an amount, or (iiic) a combination thereof, in such amounts, as in each case will be sufficient, in the opinion of a nationally recognized firm of independent public accountantsaccountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge and which shall be applied by the Paying Agent (or other qualifying trustee) to pay and discharge the principal of, interest and premium, if any, and interest on the outstanding Securities of the applicable series on the Stated Maturity stated maturity or on the applicable redemption date, as the case may be, of such principal or installment of principal, premium, if any, or interest; provided that the Paying Agent shall have been irrevocably instructed to apply such Cash and any mandatory sinking fund the proceeds of such U.S. Government Obligations to said payments applicable with respect to the Securities. The Paying Agent shall promptly advise the Trustee in writing of any Cash or Securities of such series on the day on which such payments are due, and the Company must specify whether the Securities of the applicable series are being defeased deposited pursuant to maturity or to a particular redemption date;this Section 8.4. (b) in In the case of an election under Section 8.02 hereof8.2, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (ii) since the date of this Indenturehereof, there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel opinion shall confirm that, the Holders of the outstanding Securities of the applicable series will not recognize income, gain or loss for federal Federal income tax purposes as a result of such Legal Defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in In the case of an election under Section 8.03 hereof8.3, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming effect that the Holders of the outstanding Securities of the applicable series will not recognize income, gain or loss for federal Federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal Federal income tax on in the same amountsamount, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no No Default or Event of Default with respect to the Securities 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 depositor, in so far as Section 6.1(4) or insofar as Sections 6.01(eSection 6.1(6) or (f) hereof are is concerned, at any time in the period ending on the 91st day after the date of such deposit (it being understood that this condition is a condition subsequent which shall not be deemed satisfied until the expiration of such period, but in the case of Covenant Defeasance, the covenants which are defeased under Section 8.3 will cease to be in effect unless an Event of Default under Section 6.1(4) or greater period of time in which any Section 6.1(6) occurs during such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the deposit by the Companyperiod); (e) Such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company, the Subsidiary Guarantors, or any of their Subsidiaries is a party or by which any of them is bound; (f) In the case of an election under either Section 8.2 or 8.3, the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all the deposit made by the Company pursuant to its election under Section 8.2 or 8.3 was not made by the Company with the intent of preferring the Holders over other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; and (g) The Company shall have delivered to the Trustee an Officers' Certificate stating that the conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 802 or 8.03 hereof Section 903 to the outstanding Outstanding Securities of one or more any series: In order to exercise either Legal Defeasance or Covenant Defeasance: (ai) the The Company must shall irrevocably deposit have deposited or caused to be deposited with the Trustee, Trustee (or another trustee satisfying the requirements of Section 7.10, 812 who shall agree to comply with the provisions of this Article 8 9 applicable to it) as trust funds in trusttrust for the purpose of making the following payments, for specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of the applicable such series, (ia) an amount of cash in United States dollarsU.S. Dollars in an amount, or (iib) non-callable U.S. Government Obligations which, Securities which through the scheduled payment of principal and interest in respect thereof in accordance with their terms, terms will provide, not later than one Business Day day before the due date of any payment of principal of, premium, if any, or interest on the Securities of such seriespayment, cash in U.S. Dollars in an amount, or (iiic) a combination thereof, in such amounts, as will be sufficient, in the opinion of a nationally recognized firm of independent public accountantsaccountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge (A) the principal of, interest and premium, if any, and interest on the outstanding Outstanding Securities of the applicable such series on the Stated Maturity or on the applicable redemption dateRedemption Date, as the case may be, of such principal or installment of principal, premium, if any, or interest on the day on which such payments are due and payable and (B) any mandatory sinking fund payments or analogous payments applicable to the Securities of such series on the day on which such payments are due, due and payable in accordance with the Company must specify whether terms of this Indenture and such Securities; PROVIDED that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such non-callable Government Securities to said payments with respect to the Securities of the applicable series are being defeased to maturity or to a particular redemption date;such series. (bii) in In the case of an election under Section 8.02 hereof902, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable satisfactory to the Trustee confirming that (ia) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (iib) since the date of this Indenturehereof, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel opinion shall confirm that, the Holders of the outstanding Outstanding Securities of the applicable such series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had has not occurred;. (ciii) in In the case of an election under Section 8.03 hereof903, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming effect that the Holders of the outstanding Outstanding Securities of the applicable such series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal Federal income tax on in the same amountsamount, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;. (div) no No Default or Event of Default with respect to the Securities of such series 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 depositor, in so far as Subsection 701(vii) or insofar as Sections 6.01(e701(viii) or (f) hereof are is concerned, at any time in the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (v) Such Legal Defeasance or greater period Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which the Company is bound. (vi) In the case of time in which any such deposit an election under either Section 902 or 903, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that after the 91st day following the deposit, the trust funds may remain will not be subject to bankruptcy the effect of any applicable Bankruptcy Law. (vii) In the case of an election under either Section 902 or insolvency laws insofar as those apply 903, the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit made by the Company);Company pursuant to its election under Section 902 or 903 was not made by the Company with the intent of preferring the Holders of the series of Securities to be defeased over other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others. (eviii) the The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of CounselCounsel in the United States, each stating that all conditions precedent provided for or relating to either the Legal Defeasance under Section 902 or the Covenant Defeasance under Section 903 (as the case may be) have been complied withwith as contemplated by this Section 904.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 8.2 or 8.03 hereof Section 8.3 to the outstanding Securities of one or more series: In order to exercise either Legal Defeasance or Covenant DefeasanceSecurities: (a) the The Company must shall irrevocably deposit have deposited or caused to be deposited with the Trustee, Trustee (or another trustee satisfying the requirements of Section 7.10, 7.10 who shall agree to comply with the provisions of this Article 8 VIII applicable to it) ), in trust, for the benefit of the Holders of the Securities of the applicable seriessuch Securities, (i) U.S. Legal Tender in an amount of cash in United States dollarsamount, or (ii) non-callable U.S. Government Obligations which, which through the scheduled payment of principal and interest in respect thereof in accordance with their terms, terms will provide, not later than one Business Day day before the due date of any payment of principal ofpayment, premium, if any, or interest on the Securities of such series, cash U.S. Legal Tender in an amount, or (iii) a combination thereof, in such amounts, as in each case will be sufficient, in the opinion of a nationally recognized firm of independent public accountantsaccountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge the principal of, interest and premium, if any, and interest on the outstanding Securities of the applicable series on the Stated Maturity stated maturity or on the applicable redemption date, as the case may be, and any mandatory sinking fund payments applicable to of such principal or installment of principal, premium, if any, or interest on the Securities of such series on the day on which such payments are due, and the Company must specify whether Trustee, for the Securities exclusive benefit of the applicable series are being defeased to maturity or to Holders of the Securities, shall have a particular redemption datevalid, perfected, exclusive security interest in such trust; (b) in In the case of an election under Section 8.02 hereof8.2 before the date that is one year prior to the Stated Maturity, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (ii) since the date of this Indenturehereof, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel opinion shall confirm that, the Holders of the outstanding Securities of the applicable series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in In the case of an election under Section 8.03 hereof8.3 before the date that is one year prior to the Stated Maturity, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities of the applicable series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on in the same amountsamount, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no No Default or Event of Default with respect to the Securities 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 depositor, insofar as Section 6.1(g) or insofar as Sections 6.01(eSection 6.1(h) or (f) hereof are is concerned, at any time in the period ending on the 91st day after the date of deposit (or greater period of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the deposit by the Company)deposit; (e) Such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (f) In the case of an election under either Section 8.2 or 8.3, the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit made by the Company pursuant to its election under Section 8.2 or 8.3 was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others; and (g) The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all the conditions precedent provided for or relating in, in the case of the Officers' Certificate, clauses (a) through (f), and, in the case of the Opinion of Counsel, clauses (a) (with respect to the Legal Defeasance or validity and perfection of the Covenant Defeasance security interest), (b), (c) and (e) of this Section 8.4 have been complied with. If the funds deposited with the Trustee to effect Legal Defeasance or Covenant Defeasance are insufficient to pay the principal of, premium, if any, and interest on the Securities when due, then the obligations of the Company under this Indenture and the Securities will be revived and no such defeasance will be deemed to have occurred.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 8.2 or 8.03 Section 8.3 hereof to the outstanding Securities of one or more series: In order to exercise either Legal Defeasance or Covenant DefeasanceNotes: (a) the Company must Issuers shall irrevocably deposit have deposited or caused to be deposited with the Trustee, Trustee (or another trustee satisfying the requirements of Section 7.10, 7.10 hereof who shall agree to comply with the provisions of this Article 8 applicable to it) ), in trust (the "defeasance trust"), for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of the applicable seriesNotes, (ia) an amount of cash in United States dollarsdollars in an amount, or (iib) non-callable U.S. Government Obligations which, Securities which through the scheduled payment of principal and interest in respect thereof in accordance with their terms, terms will provide, not later than one Business Day day before the due date of any payment of principal of, premium, if any, or interest on the Securities of such seriespayment, cash in United States dollars in an amount, or (iiic) a combination thereof, sufficient, in such amounts as will be sufficient in the opinion of a nationally recognized firm of independent public accountantsaccountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge the principal of, premium, if any, and interest (including defaulted interest) and premiumLiquidated Damages, if any, on the outstanding Securities Notes and any other obligations owing to the Holders of the applicable series Notes, under the Notes or this Indenture on the Stated Maturity stated maturity or on the applicable redemption date, as the case may be, of such principal or installment of principal of, premium, if any, interest and any mandatory sinking fund Liquidated Damages, if any, on the outstanding Notes, provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such non-callable Government Securities to said payments applicable with respect to the Securities of such series on the day on which such payments are due, and the Company must specify whether the Securities of the applicable series are being defeased to maturity or to a particular redemption dateNotes; (b) in the case of an election under Section 8.02 8.2 hereof, the Company Issuers shall have delivered to the Trustee an Opinion of Counsel in the United States (which counsel may be an employee of the Company or any Subsidiary of the Company) reasonably acceptable to the Trustee confirming that (iA) the Company has Issuers have received from, or there has been published by, the Internal Revenue Service a ruling or (iiB) since the date of this IndentureIssuance Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Securities of the applicable series Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times time, as would have been the case if such Legal Defeasance had not occurred; (c) in the case of an election under Section 8.03 8.3 hereof, the Company Issuers shall have delivered to the Trustee an Opinion of Counsel in the United States (which counsel may be an employee of the Company or any Subsidiary of the Company) reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities of the applicable series Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) or or, insofar as Sections 6.01(eSection 6.1(9) or (f6.1(10) hereof are is concerned, at any time in the period ending on the 91st 123rd day after the date of such deposit (or greater period of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the deposit by the CompanyIssuers) (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture with respect to the Company Notes) to which any Issuer, the Parent or any of their respective Subsidiaries is a party or by which the Company, the Parent or any of their respective Subsidiaries is bound; (f) in the case of an election under either Section 8.2 or 8.3 hereof, the Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that, as of the date of such opinion, (A) the trust funds will not be subject to any rights of holders of Indebtedness other than the Notes and (B) assuming no intervening bankruptcy of the Issuers or the Parent between the date of deposit and the 123rd day following the deposit and assuming no Holder of the Notes is an insider of the Issuer or the Parent, after the 123rd day following the deposit, as of the date of such opinion, the trust funds will not be subject to avoidance under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code (or any successor provision thereto) and related judicial decisions or any other applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally under any United States or state law; (g) in the case of an election under either Section 8.2 or 8.3 hereof, the Issuers shall have delivered to the Trustee an Officers' Certificate stating that the deposit made by the Issuers pursuant to its election under Section 8.2 or 8.3 hereof was not made by the Issuers with the intent of preferring the Holders of Notes over other creditors of the Issuers or with the intent of defeating, hindering, delaying or defrauding creditors of the Issuers or others; and (h) the Issuers shall have delivered to the Trustee an Officers' Certificate and an Opinion of CounselCounsel in the United States (which counsel may be an employee of the Company or any Subsidiary of the Company), each stating that all conditions precedent provided for or relating to either the Legal Defeasance under Section 8.2 hereof or the Covenant Defeasance under Section 8.3 hereof (as the case may be) have been complied withwith as contemplated by this Section 8.4.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Securities of one or more series: In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance under either Section 8.02 or 8.03 hereof: (a1) the Company must shall irrevocably deposit have deposited or caused to be deposited with the TrusteeTrustee as trust funds in trust for the purpose of making the following payments, (or another trustee satisfying the requirements of Section 7.10specifically pledged as security for, who shall agree to comply with the provisions of this Article 8 applicable to it) in trustand dedicated solely to, for the benefit of the Holders of the Securities of the applicable seriesNotes, (iA) an amount of cash (in United States U.S. dollars), or (iiB) non-callable U.S. Government Obligations which, Securities which through the scheduled payment of principal and interest in respect thereof in accordance with their terms, terms will provide, not later than one Business Day day before the due date of any payment of principal of, of and premium, if any, or interest on and interest, if any, for the Securities of such seriesNotes, cash money in an amount, or (iiiC) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountantsaccountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of, interest of (and premium, if any) and interest, if any, on the outstanding Securities of the applicable series Notes on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of interest, if any, and (ii) all amounts due the Trustee under Section 7.06; provided, that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such Government Securities to said payments with respect to the Notes. Before such a deposit, the Company may give to the Trustee an irrevocable notice of its election to redeem all or any portion of Notes at a future date in accordance with the terms of this Indenture. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (2) No Default or Event of Default with respect to the Notes shall have occurred and be continuing on the applicable redemption date, as the case may be, and any mandatory sinking fund payments applicable to the Securities date of such series deposit or, insofar as clauses (10) and (11) of Section 6.01 are concerned, at any time during the period ending on the 91st day on after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (3) Such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which such payments are due, and the Company must specify whether the Securities of the applicable series are being defeased to maturity is a party or to a particular redemption date;by which it is bound. (b4) in In the case of an election Legal Defeasance under Section 8.02 hereof8.02, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming stating that (ix) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (iiy) since the date of execution of this Indenture, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel opinion shall confirm that, the Holders of the such outstanding Securities of the applicable series Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance defeasance had not occurred;. (c5) in In the case of an election Covenant Defeasance under Section 8.03 hereof8.03, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming effect that the Holders of the such outstanding Securities of the applicable series Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance covenant defeasance had not occurred;. (d6) no Default or Event of Default The Company shall have delivered to the Trustee an Opinion of Counsel in Canada or a ruling from the Canada Revenue Agency to the effect that the Holders and Beneficial Owners of such outstanding Notes will not recognize income, gain or loss for Canadian federal, provincial or territorial income tax or other tax purposes as a result of such defeasance or covenant defeasance, as applicable, and will be subject to Canadian federal, provincial and territorial income tax and other tax on the same amounts, in the same manner and at the same times as would have been the case had such defeasance or covenant defeasance, as applicable, not occurred (and be continuing for the purposes of such opinion, such Canadian counsel shall assume that Holders and Beneficial Owners of the Notes include Holders and Beneficial Owners who are not resident in Canada). (7) The Company is not an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada) on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) or insofar as Sections 6.01(e) or (f) hereof are concerned, at any time in during the period ending on the 91st day after the date of such deposit (or greater period it being understood that this condition shall not be deemed satisfied until the expiration of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the deposit by the Companyperiod);. (e) the 8) The Company shall have delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or in this Section 8.04, relating to either the Legal Defeasance under Section 8.02 or the Covenant Defeasance under Section 8.03 (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 Securities of one or more seriesany Series: In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance with respect to a Series of Securities: (a1) the Company must irrevocably deposit in trust with the Trustee, (Trustee money or another trustee satisfying the requirements of Section 7.10, who shall agree to comply with the provisions of this Article 8 applicable to it) in trust, for the benefit of the Holders of the Securities of the applicable series, (i) an amount of cash in United States dollars, (ii) non-callable U.S. Government Obligations which, through scheduled or a combination thereof for the payment of principal of and interest in respect thereof in accordance with their terms, will provide, not later than one Business Day before the due date of any payment of principal of, premium, if any, or interest on the Securities of such series, cash in an amount, or (iii) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants, Series to pay the principal of, interest and premium, if any, on the outstanding Securities of the applicable series on the Stated Maturity or on the applicable redemption dateredemption, as the case may be, of such Securities, as will be sufficient (based on a certificate, report or opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants in the United States in the case of U.S. Government Obligations) to pay principal and any mandatory sinking fund payments applicable interest when due on all the Securities of such Series to the Stated Maturity or redemption, as the case may be, of such Series; (2) no Default or Event of Default with respect to the Securities of such series Series shall have occurred and be continuing on the day on which date of such payments are duedeposit (other than, and the Company must specify whether if applicable, a Default or Event of Default with respect to the Securities of such Series resulting from the applicable series are being defeased borrowing of funds and any funds related thereto to maturity or be applied to a particular redemption datesuch deposit and any similar and substantially concurrent deposit relating to other indebtedness and the granting of liens in connection therewith); (b3) such Legal Defeasance or Covenant Defeasance does not constitute a default under any material agreement (other than this Indenture) binding on the Company (other than, if applicable, a default resulting from the borrowing of funds and any funds related thereto to be applied to such deposit and any similar and substantially concurrent deposit relating to other indebtedness and the granting of liens in connection therewith); (4) in the case of an election under Section 8.02 hereofLegal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming stating that (i) the Company has received from, or there has been published provided by, the Internal Revenue Service a ruling ruling, or (ii) since the date of this Indenture, Indenture there has been a change in the applicable federal income tax law, in either case to the effect effect, in either case, that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Securities of the applicable series such Series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c5) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming effect that the Holders of the outstanding Securities of the applicable series such Series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;; and (d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) or insofar as Sections 6.01(e) or (f) hereof are concerned, at any time in the period ending on the 91st day after the date of deposit (or greater period of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the deposit by the Company); (e6) the Company shall have delivered to the Trustee an Officers' Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or Covenant Defeasance, as applicable, relating to the Covenant Defeasance Securities of such Series as contemplated by this Article Eight have been complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 402 or 8.03 hereof Section 403 to the outstanding Outstanding Securities of one or more a particular series: In order to exercise either Legal Defeasance or Covenant Defeasance: (a) the Company Issuer or any of the Guarantors must irrevocably deposit deposit, or cause to be irrevocably deposited, with the TrusteeTrustee for the Securities of that series, (or another trustee satisfying the requirements of Section 7.10, who shall agree to comply with the provisions of this Article 8 applicable to it) in trust, for the benefit of the Holders of the Securities of the applicable series, (i) an amount of cash in United States dollars, (ii) non-callable U.S. Government Obligations which, through scheduled payment of principal and interest in respect thereof in accordance with their terms, will provide, not later than one Business Day before the due date of any payment of principal of, premium, if any, or interest on the Securities of such that series, cash in an amountthe currency or currency unit in which the Securities of that series are payable (except as otherwise specified pursuant to Section 301 for the Securities of that series), Government Obligations or (iii) a combination thereof, thereof in such amounts as shall be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay (i) the principal of, interest of (and premium, if any) and interest, if any, due on the outstanding Securities of the applicable series on the Stated Maturity that series, or on the applicable redemption dateRedemption Date, as the case may be, with respect to the outstanding Securities of that series; and (ii) any mandatory sinking fund payments or analogous payments applicable to the such Outstanding Securities of such series on the day on which such payments are due, due and payable in accordance with the Company must specify whether the Securities terms of the applicable series are being defeased to maturity or to a particular redemption datethis Indenture and of such Securities; (b) in the case of an election under Section 8.02 hereofLegal Defeasance, the Company Issuer shall have delivered to the Trustee for the Securities of that series an Opinion of Counsel in the United States reasonably acceptable to the such Trustee confirming that that, subject to customary assumptions and exclusions, (i1) the Company Issuer has received from, or there has been published by, the U.S. Internal Revenue Service a ruling or (ii2) since the date of this IndentureIssue Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders of the outstanding Outstanding Securities of the applicable that series will shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will shall be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Company Issuer shall have delivered to the Trustee for the Securities of that series an Opinion of Counsel in the United States reasonably acceptable to the such Trustee confirming that that, subject to customary assumptions and exclusions, the Holders of the outstanding Outstanding Securities of the applicable that series will shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will shall be subject to federal income such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or 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 shall have occurred and be continuing on the date of such deposit (other than a Default or and no Event of Default resulting from the borrowing of funds to be applied to such depositunder Section 501(5) or insofar as Sections 6.01(eSection 501(6) or (f) hereof are concerned, at any time in the period ending shall have occurred and be continuing on the 91st 123rd day after the date of deposit (or greater period of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the deposit by the Company)date; (e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under any material agreement or instrument to which the Company Issuer is a party or by which the Issuer is bound; (f) the Issuer shall have delivered to the Trustee for the Securities of that series an Officers' Certificate and an Opinion of Counsel, 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 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 8.2 or 8.03 hereof Section 8.3 to the outstanding Securities of one or more series: In order to exercise either Legal Defeasance or Covenant DefeasanceSecurities: (a) the The Company must shall irrevocably deposit have deposited or caused to be deposited with the Trustee, Trustee (or another trustee satisfactory to the Trustee satisfying the requirements of Section 7.10, 7.10 who shall agree to comply with the provisions of this Article 8 VIII applicable to it) as trust funds in trusttrust for the purpose of making the following payments, for specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of the applicable seriessuch Securities, (ia) Cash in an amount of cash in United States dollarsamount, or (iib) non-callable U.S. Government Obligations which, which through the scheduled payment of principal and interest in respect thereof in accordance with their terms, terms will provide, not later than one Business Day day before the due date of any payment of principal ofpayment, premium, if any, or interest on the Securities of such series, cash Cash in an amount, or (iiic) a combination thereof, in such amounts, as in each case will be sufficient, in the opinion of a nationally recognized firm of independent public accountantsaccountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge and which shall be applied by the Paying Agent (or other qualifying trustee) to pay and discharge the principal of, interest and premium, if any, and interest on the outstanding Securities of the applicable series on the Stated Maturity or on the applicable redemption dateRedemption Date, as the case may be, of such principal or installment of principal, premium, if any, or interest; PROVIDED that the Paying Agent shall have been irrevocably instructed to apply such Cash and any mandatory sinking fund the proceeds of such U.S. Government Obligations to said payments applicable with respect to the Securities. The Paying Agent shall promptly advise the Trustee in writing of any Cash or Securities of such series on the day on which such payments are due, and the Company must specify whether the Securities of the applicable series are being defeased deposited pursuant to maturity or to a particular redemption datethis Section 8.4; (b) in In the case of an election under Section 8.02 hereof8.2, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that (i) the Company has have received from, or there has been published by, the Internal Revenue Service a ruling or (ii) since the date of this Indenture, Indenture there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel opinion shall confirm that, the Holders of the outstanding Securities of the applicable series will not recognize income, gain or loss for federal Federal income tax purposes as a result of such Legal Defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in In the case of an election under Section 8.03 hereof8.3, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming effect that the Holders of the outstanding Securities of the applicable series will not recognize income, gain or loss for federal Federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal Federal income tax on in the same amountsamount, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no No Default or Event of Default with respect to the Securities 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 depositor, in so far as Section 6.1(4) or insofar as Sections 6.01(eSection 6.1(6) or (f) hereof are is concerned, at any time in the period ending on the 91st day after the date of such deposit (it being understood that this condition is a condition subsequent which shall not be deemed satisfied until the expiration of such period, but in the case of Covenant Defeasance, the covenants which are defeased under Section 8.3 will cease to be in effect unless an Event of Default under Section 6.1(4) or greater period of time in which any Section 6.1(6) occurs during such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the deposit by the Companyperiod); (e) Such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company, the Guarantors, or any of their Subsidiaries is a party or by which any of them is bound; (f) In the case of an election under either Section 8.2 or 8.3, the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all the deposit made by the Company pursuant to its election under Section 8.2 or 8.3 was not made by the Company with the intent of preferring the Holders over other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; (g) The Company shall have delivered to the Trustee an Officers' Certificate stating that the conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and (h) The Company shall have delivered to the Trustee an Opinion of Counsel stating that the conditions set out in Section 8.4(a)(with respect to the validity and perfection of the security interest), (b), (c) and (e) above. (i) The Company or the Parent Guarantor shall have delivered to the Trustee any required consent of the lenders under the Credit Facility to such defeasance or covenant defeasance, as the case may be.

Conditions to Legal or Covenant Defeasance. The following shall be (a) Subject to compliance with Section 8.2, the conditions to Issuer may exercise its option under Section 8.3 notwithstanding the application prior exercise of either its option under Section 8.02 or 8.03 hereof to the outstanding Securities of one or more series: 8.4. (b) In order to exercise either Legal Defeasance under Section 8.3 or Covenant DefeasanceDefeasance under Section 8.4 with respect to a series of Notes: (ai) the Company Issuer must irrevocably deposit or cause to be deposited with the Trustee, (Trustee as trust funds or another trustee satisfying the requirements of Section 7.10, who shall agree to comply with the provisions of this Article 8 applicable to it) property in trust, trust for the benefit purpose of the Holders of the Securities of the applicable series, (i) making payment on such Notes an amount of cash in United States dollarsor Government Securities as will, (ii) non-callable U.S. Government Obligations which, through scheduled payment of principal together with the income to accrue thereon and interest in respect thereof in accordance with their terms, will provide, not later than one Business Day before the due date of any payment of principal of, premium, if any, or interest on the Securities of such series, cash in an amount, or (iii) a combination reinvestment thereof, be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay pay, satisfy and discharge the principal ofentire principal, interest and premiuminterest, if any, on the outstanding Securities of the applicable series on premium, if any and any other sums due to the Stated Maturity or on the applicable redemption date, as the case may be, and any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due, and the Company must specify whether the Securities an optional Redemption Date of the applicable series are being defeased to maturity or to a particular redemption dateNotes; (b) in the case of an election under Section 8.02 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (ii) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Securities of the applicable series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in the case of an election under Section 8.03 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities of the applicable series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) or insofar as Sections 6.01(e) or (f) hereof are concerned, at any time in deposit and the period ending on the 91st day after the date granting of deposit (or greater period of time in which any Liens to secure such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the deposit by the Companyborrowing); (eiii) the Company shall have delivered Issuer must deliver to the Trustee an Officers' ’ Certificate and stating that the deposit was not made by the Issuer with the intent of preferring the Holders over its other creditors or with the intent of defeating, hindering, delaying, or defrauding any of its other creditors or others; (iv) the Issuer must deliver to the Trustee an Opinion of Counsel, each Counsel (which Opinion of Counsel may be subject to customary assumptions and qualifications) stating that all conditions precedent set forth in Sections 8.1(c), (d) and (e) have been satisfied, provided that the Opinion of Counsel with respect to Section 8.1(c) may be to the knowledge of such counsel; (v) the Issuer must satisfy the Trustee that it has paid, caused to be paid or made provisions for or relating to the payment of all applicable expenses of the Trustee; (vi) the Legal Defeasance or the Covenant Defeasance shall not result in a breach or violation of, or constitute a Default under, any material agreement or instrument (other than this Indenture) to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound; and (vii) the Issuer must deliver to the Trustee an Officers’ Certificate stating that all conditions precedent set forth in Section 8.1 have been complied withsatisfied.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 8.2 or 8.03 Section 8.3 hereof to the outstanding Securities of one or more series: In order to exercise either Legal Defeasance or Covenant DefeasanceSecurities: (ai) the The Company must shall irrevocably deposit have deposited or caused to be deposited with the Trustee, Trustee (or another trustee satisfying the requirements of Section 7.10, 7.10 who shall agree to comply with the provisions of this Article 8 applicable to it) as trust funds in trusttrust for the purpose of making the following payments, for specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of the applicable seriessuch Securities, (ia) an amount of cash in United States dollarsan amount, or (iib) non-callable U.S. Government Obligations which, which through the scheduled payment of principal and interest in respect thereof in accordance with their terms, terms will provide, not later than one Business Day day before the due date of any payment of principal of, premium, if any, or interest on the Securities of such seriespayment, cash in an amount, or (iiic) a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountantsaccountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge and which shall be applied by the Paying Agent (or other qualifying trustee) to pay and discharge the principal of, interest and premium, if any, and interest on such outstanding Securities on the outstanding Securities of the applicable series on the Stated Maturity Date or on the applicable redemption dateRedemption Date, as the case may be, and any mandatory sinking fund payments applicable to the Securities of such series principal or installment of principal, premium, if any, or interest on the day on which such payments are dueSecurities, and the Company must specify whether Holders of the Securities must have a valid, perfected, exclusive security interest in such trust; provided that the Paying Agent shall have been irrevocably instructed to apply such cash and the proceeds of such U.S. Government Obligations to said payments with respect to the applicable series are being defeased Securities. The Paying Agent shall promptly advise the Trustee in writing of any cash or Securities deposited pursuant to maturity or to a particular redemption date;this Section 8.4. (bii) in In the case of an election under Section 8.02 8.2 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that (ia) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (iib) since the date of this IndentureIssue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Securities of the applicable series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;. (ciii) in In the case of an election under Section 8.03 8.3 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities of the applicable series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;. (div) no No Default or Event of Default with respect to the Securities shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) or or, insofar as Sections 6.01(eSection 6.1(ix) or (f6.1(x) hereof are is concerned, at any time in the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period, but in the case of Covenant Defeasance, the covenants which are defeased under Section 8.3 hereof will cease to be in effect unless an Event of Default under Section 6.1(ix) or greater period Section 6.1(x) hereof occurs during such period). (v) Such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than this Indenture) to which the Company or any of time in its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound (other than a breach, violation or default resulting from the borrowing of funds to be applied to such deposit deposit). (vi) The Company shall have delivered to the Trustee an Opinion of Counsel to the effect that after the 91st day following the deposit, the trust funds may remain will not be subject to bankruptcy the effect of any applicable bankruptcy, insolvency, reorganization or insolvency similar laws insofar as those apply affecting creditors' rights generally. (vii) The Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit made by the Company);Company pursuant to its election under Section 8.2 or 8.3 hereof was not made by the Company with the intent of preferring the Holders of the Securities over the other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others. (eviii) the The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of CounselCounsel in the United States, each stating that all conditions precedent provided for or relating to either the Legal Defeasance under Section 8.2 hereof or the Covenant Defeasance under Section 8.3 hereof (as the case may be) have been complied withwith as contemplated by this Section 8.4.

Conditions to Legal or Covenant Defeasance. The Unless otherwise provided with respect to the Securities of any series as contemplated under Section 301, the following shall be the conditions to the application of either Section 8.02 402 or 8.03 hereof Section 403 to the outstanding Outstanding Securities of one or more a particular series: In order to exercise either Legal Defeasance or Covenant Defeasance: (a) the Company Issuer or any of the Guarantors must irrevocably deposit deposit, or cause to be irrevocably deposited, with the TrusteeTrustee for the Securities of that series, (or another trustee satisfying the requirements of Section 7.10, who shall agree to comply with the provisions of this Article 8 applicable to it) in trust, for the benefit of the Holders of the Securities of the applicable series, (i) an amount of cash in United States dollars, (ii) non-callable U.S. Government Obligations which, through scheduled payment of principal and interest in respect thereof in accordance with their terms, will provide, not later than one Business Day before the due date of any payment of principal of, premium, if any, or interest on the Securities of such that series, cash in an amountthe currency or currency unit in which the Securities of that series are payable (except as otherwise specified pursuant to Section 301 for the Securities of that series), Government Obligations or (iii) a combination thereof, thereof in such amounts as shall be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay (i) the principal of, interest of (and premium, if any) and interest, if any, due on the outstanding Securities of the applicable series on the Stated Maturity that series, or on the applicable redemption dateRedemption Date, as the case may be, with respect to the outstanding Securities of that series; and (ii) any mandatory sinking fund payments or analogous payments applicable to the such Outstanding Securities of such series on the day on which such payments are due, due and payable in accordance with the Company must specify whether the Securities terms of the applicable series are being defeased to maturity or to a particular redemption datethis Indenture and of such Securities; (b) in the case of an election under Section 8.02 hereofLegal Defeasance, the Company Issuer shall have delivered to the Trustee for the Securities of that series an Opinion of Counsel in the United States reasonably acceptable to the such Trustee confirming that that, subject to customary assumptions and exclusions, (i1) the Company Issuer has received from, or there has been published by, the U.S. Internal Revenue Service a ruling or (ii2) since the date of this IndentureIssue Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders of the outstanding Outstanding Securities of the applicable that series will shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will shall be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Company Issuer shall have delivered to the Trustee for the Securities of that series an Opinion of Counsel in the United States reasonably acceptable to the such Trustee confirming that that, subject to customary assumptions and exclusions, the Holders of the outstanding Outstanding Securities of the applicable that series will shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will shall be subject to federal income such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or 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 shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) or insofar as Sections 6.01(e) or (f) hereof are concerned, at any time in the period ending on the 91st day after the date of deposit (or greater period of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the deposit by the Company)giving effect thereto; (e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under any material agreement or instrument to which the Company Issuer is a party or by which the Issuer is bound; (f) the Issuer must deliver to the trustee an Officers’ Certificate stating that the deposit was not made by the Issuer or a Guarantor with the intent of preferring the Holders of such Securities over their other creditors with the intent of defeating, hindering, delaying or defrauding any of their creditors or others; and (g) the Issuer shall have delivered to the Trustee for the Securities of that series an Officers' ’ Certificate and an Opinion of Counsel, 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 Defeasance, as the case may be, have been complied with.

Conditions to Legal or Covenant Defeasance. The As set forth below, the following shall be the conditions to the application of either Section 8.02 8.2 or 8.03 hereof 8.3 to the outstanding Securities Notes and the Guarantee: (a) in the case of one or more series: In order to exercise either Legal Defeasance or Covenant Defeasance: (a) , the Company must irrevocably deposit deposit, or cause to be irrevocably deposited, with the TrusteePaying Agent, (or another trustee satisfying the requirements of Section 7.10as trust funds, who shall agree to comply with the provisions of this Article 8 applicable to it) in trust, trust solely for the benefit of the Holders of the Securities of the applicable seriesNotes, (i) an amount of cash in United States dollarseuro or German Government Obligations, or a combination thereof, in such amounts as will be sufficient (ii) non-callable U.S. Government Obligations which, through scheduled payment of principal and interest in respect thereof in accordance with their terms, will provide, not later than one Business Day before the due date without consideration of any payment reinvestment of interest), in the opinion of an internationally recognized firm of independent public accountants that the Company selects, to pay the principal of, premium, if any, or interest on the Securities of such series, cash in an amount, or (iii) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, interest and premiuminterest, if any, due on the outstanding Securities of Notes at the applicable series on the Stated Maturity Date or on the applicable redemption dateRedemption Date or date of required repurchase, as the case may be, and any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due, and the Company must specify whether the Securities of the applicable series are being defeased to maturity or to a particular redemption date; (b) in the case of an election under Section 8.02 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (ii) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Securities of the applicable series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in the case of an election under Section 8.03 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities of the applicable series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) or insofar as Sections 6.01(e) or (f) hereof are concerned, at any time in the period ending on the 91st day after the date of deposit (or greater period of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the deposit by the Company)continuing; (ec) the Company shall have delivered to the Trustee an Officers' Officer’s Certificate and an Opinion of Counsel, Counsel each stating that all conditions precedent provided for or relating to exercising the Legal Defeasance or the Covenant Defeasance Defeasance, as the case may be, have been complied with; and provided, however, that notwithstanding the foregoing provisions of this Section 8.4, the conditions set forth in Sections 8.4(b) need not be satisfied so long as, at the time the Company makes the deposit described in Section 8.4(a), (i) no default under Section 6.1(a), (b), (f) or (g) has occurred and is continuing on the date of such deposit and after giving effect thereto and (ii) either (x) a notice of redemption has been mailed providing for redemption of all the Notes not more than 60 days after such mailing and the requirements for such redemption shall have been complied with or (y) the Stated Maturity of the Notes will occur within 60 days.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 8.2 or 8.03 hereof Section 8.3 to the outstanding Securities of one or more series: In order to exercise either Legal Defeasance or Covenant DefeasanceSecurities: (a) the The Company must shall irrevocably deposit have deposited or caused to be deposited with the Trustee, Trustee (or another trustee satisfying the requirements of Section 7.10, 7.10 who shall agree to comply with the provisions of this Article 8 VIII applicable to it) as trust funds in trusttrust for the purpose of making the following payments, for specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of the applicable seriessuch Securities, (i) Cash in an amount of cash in United States dollarsamount, or (ii) non-callable U.S. Government Obligations which, which through the scheduled payment of principal and interest in respect thereof in accordance with their terms, terms will provide, not later than one Business Day day before the due date of any payment of principal ofpayment, premium, if any, or interest on the Securities of such series, cash Cash in an amount, or (iii) a combination thereof, in such amounts, as in each case will be sufficient, in the opinion of a nationally recognized firm of independent public accountantsaccountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, interest and premium, if any, and interest on the outstanding Securities of the applicable series on the Stated Maturity stated maturity or on the applicable redemption dateRedemption Date, as the case may be, of such principal or installment of principal, premium, or interest; provided that the Trustee shall have been irrevocably instructed to apply such Cash and any mandatory sinking fund the proceeds of such U.S. Government Obligations to said payments applicable with respect to the Securities of such series on the day on which such payments are due, and the Company Holders of Securities must specify whether the Securities of the applicable series are being defeased to maturity or to have a particular redemption date;valid, perfected, fist priority security interest in such trust. (b) in In the case of an election under Section 8.02 hereof8.2, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that (i) the Company has received from, or there has been published by, the Internal Revenue Service Service, a ruling or (ii) since the date of this Indenturehereof, there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel opinion shall confirm that, the Holders of the outstanding Securities of the applicable series will not recognize income, gain or loss for federal Federal income tax purposes as a result of such Legal Defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in In the case of an election under Section 8.03 hereof8.3, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming effect that the Holders of the outstanding Securities of the applicable series will not recognize income, gain or loss for federal Federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal Federal income tax on in the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no No Default or Event of Default with respect to the Securities 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 depositor, insofar as Section 6.1(7) or insofar as Sections 6.01(e) or (f) hereof are concerned, at any time in the period ending on the 91st day after the date of deposit (or greater period of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the deposit by the Company); (e) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.6.1

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 8.2 or 8.03 hereof Section 8.3 to the outstanding Securities of one or more series: In order to exercise either Legal Defeasance or Covenant Defeasanceany series thereof, as the case may be: (a) the Company must The Issuers shall irrevocably deposit have deposited or caused to be deposited with the Trustee, Trustee (or another trustee satisfying the requirements of Section 7.10, 7.10 who shall agree to comply with the provisions of this Article 8 VIII applicable to it) as trust funds in trusttrust for the purpose of making the following payments, for specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of the applicable seriessuch Securities, (ia) Cash in an amount of cash in United States dollarsamount, or (iib) non-callable U.S. Government Obligations which, which through the scheduled payment of principal and interest in respect thereof in accordance with their terms, terms will provide, not later than one Business Day day before the due date of any payment of principal ofpayment, premium, if any, or interest on the Securities of such series, cash Cash in an amount, or (iiic) a combination thereof, in such amounts, as in each case will be sufficient, in the opinion of a nationally recognized firm of independent public accountantsaccountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge the principal of, interest and premium, if any, and interest on such Securities on the outstanding Securities of the applicable series on the Stated Maturity stated maturity or on the applicable redemption date, as the case may be, and any mandatory sinking fund payments applicable to the Securities of such series on principal or installment of principal, premium, if any, or interest; PROVIDED that the day on which Trustee shall have been irrevocably instructed to apply such funds to said payments are due, and the Company must specify whether the Securities of the applicable series are being defeased with respect to maturity or to a particular redemption date;such Securities. (b) in In the case of an election under Section 8.02 hereof8.2, the Company Issuers shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable satisfactory to the Trustee confirming that (i) the Company has Issuers have received from, or there has been published by, the Internal Revenue Service a ruling or (ii) since the date of this Indenturehereof, there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel opinion shall confirm that, the Holders of the outstanding such Securities of the applicable series will not recognize income, gain or loss for federal Federal income tax purposes as a result of such Legal Defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had has not occurred; (c) in In the case of an election under Section 8.03 hereof8.3, the Company Issuers shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming effect that the Holders of the outstanding such Securities of the applicable series will not recognize income, gain or loss for federal Federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal Federal income tax on in the same amountsamount, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no No Default or Event of Default with respect to such Securities shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) or insofar as Sections 6.01(e) or (f) hereof are concerned, at any time in the period ending on the 91st day after the date of deposit (or greater period of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the deposit by the Company); (e) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.the

Conditions to Legal or Covenant Defeasance. The following ------------------------------------------ shall be the conditions to the application of either Section 8.02 9.2 or 8.03 hereof Section 9.3 to the outstanding Securities of one or more series: In order to exercise either Legal Defeasance or Covenant DefeasanceSecurities: (a1) the The Company must shall irrevocably deposit have deposited or caused to be deposited with the Trustee, Trustee (or another trustee satisfying the requirements of Section 7.10, 8.10 who shall agree to comply with the provisions of this Article 8 IX applicable to it) as trust funds in trusttrust for the purpose of making the following payments, for specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of the applicable seriessuch Securities, (i) U.S. Legal Tender in an amount of cash in United States dollarsamount, or (ii) non-callable U.S. Government Obligations which, which through the scheduled payment of principal and interest in respect thereof in accordance with their terms, terms will provide, not later than one Business Day day before the due date of any payment of principal ofpayment, premium, if any, or interest on the Securities of such series, cash U.S. Legal Tender in an amount, or (iii) a combination thereof, in such amounts, as will be sufficient, in the opinion of a nationally recognized firm of independent public accountantsaccountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge the principal of, of and interest (including Maximum Contingent Payments for the current and premium, if any, all future Contingent Payment Periods) on the outstanding Securities of the applicable series on the Stated Maturity stated maturity or on the applicable redemption date, as the case may be, and any mandatory sinking fund of such principal or installment of principal or interest (including Contingent Payments); provided that the Trustee shall have been irrevocably instructed to apply such U.S. Legal Tender or the proceeds of such U.S. Government Obligations to said payments applicable with respect to the Securities of and (2) the Holders must have a valid and perfected exclusive security interest in such series on the day on which such payments are due, and the Company must specify whether the Securities of the applicable series are being defeased to maturity or to a particular redemption datetrust; (b) in In the case of an election under Section 8.02 hereof9.2, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable satisfactory to the Trustee confirming that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (ii) since the date of this IndentureIssue Date, there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel opinion shall confirm that, the Holders of the outstanding Securities of the applicable series will not recognize income, gain or loss for federal Federal income tax purposes as a result of such Legal Defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance has not occurred (assuming that the Maximum Contingent Payments had not occurredbeen made for the current and all future Contingent Payment Periods); (c) in In the case of an election under Section 8.03 hereof9.3, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming effect that the Holders of the outstanding Securities of the applicable series will not recognize income, gain or loss for federal Federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurredoccurred (assuming that the Maximum Contingent Payments had been made for the current and all future Contingent Payment Periods); (d) no No Default or Event of Default with respect to the Securities 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 depositor, in so far as Section 7.1(5), 7.1(6) or insofar as Sections 6.01(e) or (f) hereof are concerned, at any time in the period ending on the 91st day after the date of deposit (or greater period of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the deposit by the Company); (e) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.7.1

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 11.02 or 8.03 hereof 11.03 to the outstanding Securities of one or more seriesa Series: In order to exercise either Legal Defeasance or Covenant Defeasance: (a1) the Company must irrevocably deposit or cause to be deposited with the Trustee, (or another trustee satisfying the requirements of Section 7.10, who shall agree to comply with the provisions of this Article 8 applicable to it) in trust, for the benefit of the Holders of the Securities as to which Legal Defeasance or Covenant Defeasance will occur, moneys (which shall be United States legal tender except to the extent necessary to provide for the payment of any Series of Securities that is denominated in a currency other than Dollars, in which case such moneys shall include such other currency) and Government Securities (or to the extent that a Series of Securities is denominated in a currency other than Dollars, equivalent securities issued by a government, governmental agency or central bank of a country in whose currency the Series of Securities is denominated that are backed by the full faith and credit of the applicable series, (igovernment of that country) an amount of cash in United States dollars, (ii) non-callable U.S. Government Obligations which, through scheduled payment of principal and interest in respect thereof in accordance with their terms, will provide, not later than one Business Day before the due date of any payment of principal of, premium, if any, or interest on the Securities of such series, cash in an amount, or (iii) a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, interest and premium, if any, interest on the outstanding such Securities of the applicable series on the Stated Maturity for payment thereof or on the applicable redemption date, as the case may be, and any mandatory sinking fund payments applicable to the Securities date of such series principal or installment of principal of, premium, if any, or interest on the day on which such payments are due, Securities (and the Company must specify whether the Securities of the applicable series are being defeased to maturity or to a particular redemption date), and the Holders of such Securities must have a valid, perfected, exclusive security interest in such trust; (b2) in the case of an election under Section 8.02 hereof11.02, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that (iA) the Company has received from, or there has been published by, by the Internal Revenue Service Service, a ruling or (iiB) since the date of this Indenture, there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding such Securities of the applicable series will not recognize income, gain or loss for federal Federal income tax purposes as a result of such Legal Defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c3) in the case of an election under Section 8.03 hereof11.03, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the such Trustee confirming that the Holders of the outstanding such Securities of the applicable series will not recognize income, gain or loss for federal Federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) or insofar as Sections 6.01(e) or (f) hereof are concerned, at any time in the period ending on the 91st day after the date of deposit (or greater period of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the deposit by the Company); (e5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (6) the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to such Trustee confirming that, after the 91st day following such deposit, the deposited funds will not be part of any “estate” formed by the bankruptcy of the Company or subject to the “automatic stay” under the Bankruptcy Code or, in the case of Covenant Defeasance, will be subject to a first priority Lien in favor of the Trustee for the benefit of the Holders; (7) the Company shall have delivered to the Trustee an Officers' ’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of such Securities over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others; and (8) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all the conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance in such documents have been complied with. If the funds deposited with the Trustee to effect Covenant Defeasance are insufficient to pay the principal of, premium, if any, and interest on the Securities when due, then the obligations of the Company under this Indenture will be revived, no such defeasance shall be deemed to have occurred and, at the request of the Company, the Trustee will return to the Company the funds deposited by the Company to effect the Covenant Defeasance.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 13.02 or 8.03 13.03 hereof to the outstanding Securities of one or more series: In order to exercise either Legal Defeasance or Covenant DefeasanceNotes: (a) the Company must irrevocably deposit with the Trustee, (or another trustee satisfying the requirements of Section 7.10, who shall agree to comply with the provisions of this Article 8 applicable to it) in trust, for the benefit of the Holders of the Securities of the applicable seriesNotes, (i) an amount of cash in United States dollars, (ii) non-callable U.S. Government Obligations which, through scheduled payment of principal and interest in respect thereof in accordance with their terms, will provide, not later than one Business Day before the due date of any payment of principal of, premium, if anyObligations, or interest on the Securities of such series, cash in an amount, or (iii) a combination thereof, in such amounts as shall be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, interest and premium, if any, any and interest on the outstanding Securities of the applicable series Notes on the Stated Maturity or on the applicable redemption date, as the case may be, and any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due, and the Company must specify whether the Securities of the applicable series Notes are being defeased to maturity or to a particular redemption date; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to the payment of such principal of, premium, if any, and interest on the outstanding Notes on such Stated Maturity date or such redemption date and, with respect to any redemption date, the Company shall have provided the Trustee with irrevocable instructions to redeem all of the Notes on such redemption date; (b) in the case of an election under Section 8.02 13.02 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that (i) the Company has received <PAGE> 70 from, or there has been published by, the Internal Revenue Service a ruling or (ii) since the date of this Indenturehereof, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon thereon, such Opinion of Counsel shall confirm that, the Holders of the outstanding Securities of the applicable series Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in the case of an election under Section 8.03 13.03 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities of the applicable series Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing either (i) on the date of such deposit deposit; or (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such depositii) or insofar as Sections 6.01(e6.01(8) or and (f9) hereof are concerned, at any time in the period ending on the 91st 123rd day after the date of deposit (or greater period of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the deposit by the Company)deposit; (e) such election under either Section 13.02 or Section 13.03 hereof shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument or any other material agreement or instrument to which the Company shall or any of its Subsidiaries are a party or by which the Company or any of its Subsidiaries is bound; (f) the Company must have delivered to the Trustee an Opinion of Counsel to the effect that, (1) assuming no intervening bankruptcy of the Company or any Subsidiary Guarantor between the date of deposit and the 123rd day following the deposit and assuming that no Holder is an "insider" of the Company under applicable bankruptcy law, after the 123rd day following the deposit, the trust funds will not be subject to the effect of Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any applicable state bankruptcy, insolvency, reorganization or similar state law affecting creditors' rights generally and (2) the creation of the defeasance trust does not violate the Investment Company Act of 1940; (g) the Company must deliver to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; (h) if the Notes are to be redeemed prior to their Stated Maturity, the Company must deliver to the Trustee irrevocable instructions to redeem all of the Notes on the specified redemption date; and (i) the Company must deliver to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 8.2 or 8.03 hereof Section 8.3 to the outstanding Securities of one or more series: In order to exercise either Legal Defeasance or Covenant DefeasanceSecurities: (a) any of the Company must Issuers shall irrevocably deposit have deposited or caused to be deposited with the Trustee, Trustee (or another trustee satisfying the requirements of Section 7.10, 7.10 who shall agree to comply with the provisions of this Article 8 VIII applicable to it) as trust funds in trusttrust for the purpose of making the following payments, for specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of the applicable seriessuch Securities, (i) an amount of cash in United States dollarsU.S. Legal Tender, (ii) non-callable U.S. Government Obligations which, through scheduled payment of principal and interest in respect thereof in accordance with their terms, will provide, not later than one Business Day before the due date of any payment of principal of, premium, if any, Securities or interest on the Securities of such series, cash in an amount, or (iii) a combination thereof, in such amounts, as in each case will be sufficient, in the opinion of a nationally recognized firm of independent public accountantsaccountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge the principal of, interest and premium, if any, and interest and Additional Interest, if any, on the outstanding such Securities of the applicable series on the Stated Maturity or on the applicable redemption date, as the case may be, and any mandatory sinking fund payments applicable to the Securities Redemption Date of such series principal or installment of principal of, premium, if any, or interest on the day on which such payments are dueSecurities, and the Company Holders of Securities must specify whether have a valid, perfected, exclusive security interest in such trust; provided that the Trustee shall have been irrevocably instructed to apply such U.S. Legal Tender or non-callable Government Securities of to said payments with respect to the applicable series are being defeased to maturity or to a particular redemption dateSecurities; (b) in the case of an election under Section 8.02 hereof8.2, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (ii) since the date of this Indenturehereof, there has been a change in the applicable federal Federal income tax law, in either each case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding such Securities of the applicable series will not recognize income, gain or loss for federal Federal income tax purposes as a result of such Legal Defeasance Defeasance, and will be subject to federal Federal income tax on in the same amountsamount, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in the case of an election under Section 8.03 hereof8.3, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the such Trustee confirming that the Holders of the outstanding such Securities of the applicable series will not recognize income, gain or loss for federal Federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) or insofar as Sections 6.01(e) or (f) hereof are concerned, at any time in the period ending on the 91st day after the date of deposit (or greater period of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the deposit by the Company); (e) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or Section 8.03 hereof to the outstanding Securities of one or more series: In order to exercise either Legal Defeasance or Covenant DefeasanceSecurities: (ai) The Company shall irrevocably have deposited or caused to be deposited (a "Company Deposit") or an entity other than the Company must (a "New Lender") shall irrevocably deposit have deposited or caused to be deposited (a "New Lender Deposit" and, together with the TrusteeCompany Deposit, the "Deposits") with the Trustee (or another trustee satisfying the requirements of Section 7.10, 7.10 who shall agree to comply with the provisions of this Article 8 applicable to it) as trust funds in trusttrust for the purpose of making the following payments, for specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of the applicable seriessuch Securities, (ia) an amount of cash in United States dollarsU.S. Dollars in an amount, or (iib) non-callable U.S. Government Obligations which, Securities that through the scheduled payment of principal and interest in respect thereof in accordance with their terms, terms will provide, not later than one Business Day day before the due date of any payment of principal of, premium, if any, or interest on the Securities of such seriespayment, cash in U.S. Dollars in an amount, or (iiic) a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountantsaccountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge the principal of, interest and premium, if any, interest and liquidated damages, if any, on such outstanding Securities on the outstanding Securities of the applicable series on the Stated Maturity stated maturity date or on the applicable redemption date, as the case may be. (ii) Simultaneously with any Deposit, and any mandatory sinking fund payments applicable the Company shall have delivered to the Securities of such series on the day on which such payments are due, and Trustee (or other qualifying trustee) a notice specifying whether the Company must specify is exercising its option under Section 8.02 or Section 8.03 hereof or both and whether the Securities of the applicable series are being defeased to maturity or to a particular redemption date;. (biii) in In the case of an election under Section 8.02 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that (ia) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (iib) since the date of this IndentureClosing Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon thereof such Opinion of Counsel shall confirm that, the Holders of the outstanding Securities of the applicable series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;. (civ) in In the case of an election under Section 8.03 hereofhereof before the date that is one year prior to the final maturity of the Securities, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities of the applicable series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;. (dv) no No Default or Event of Default with respect to the Securities shall have occurred and be continuing (a) on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) or or, (b) in the case of a Company Deposit, insofar as Sections 6.01(eSection 6.01(vii) or (f6.01(viii) hereof are is concerned, at any time in the period ending on the 91st day within 90 days after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (vi) Such Legal Defeasance or greater period Covenant Defeasance shall not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than this Indenture) to which the Company or any of time in its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound (other than a breach, violation or default resulting from the borrowing of funds to be applied to such deposit deposit). (vii) The Company shall have delivered to the Trustee an Opinion of Counsel to the effect that (a) on and after the date of the New Lender Deposit or after the 90th day following the Company Deposit, as the case may be, the trust funds may remain will not be subject to bankruptcy the effect of any applicable bankruptcy, insolvency, reorganization or insolvency similar laws insofar affecting creditors' rights generally and (b) all conditions precedent provided for relating to either the Legal Defeasance under Section 8.02 hereof or the Covenant Defeasance under Section 8.03 hereof (as those apply the case may be) have been complied with as contemplated by this Section 8.04. (viii) The Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit made by the Company);Company pursuant to its election under Section 8.02 or 8.03 hereof was not made by the Company with the intent of preferring the Holders of the Securities over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others. (eix) The Company shall have delivered to the Trustee an Officers' Certificate stating that all conditions precedent provided for relating to either the Legal Defeasance under Section 8.02 hereof or the Covenant Defeasance under Section 8.03 hereof (as the case may be) have been complied with as contemplated by this Section 8.04. (x) In the case of a New Lender Deposit, the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating (a) the New Lender made the New Lender Deposit under an agreement (the "New Loan Agreement") with the Company; (b) under the New Loan Agreement, the New Lender Deposit constitutes an unsecured loan (the "New Loan") by the New Lender to the Legal Defeasance Company; (c) the maturity date of the New Loan is later than the 90th day after the date of the New Lender Deposit, and (iv) the New Loan Agreement prohibits prepayment of the New Loan on or before the Covenant Defeasance have been complied with90th day after the date of the New Lender Deposit, except in the event of a default thereunder, and the remaining terms of the New Loan Agreement (including the interest rate on the New Loan) are consistent with ordinary business practice.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Securities of one or more series: In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance under either Section 8.02 or 8.03 hereof: (a1) the Company must shall irrevocably deposit have deposited or caused to be deposited with either Trustee as trust funds in trust for the Trusteepurpose of making the following payments, (or another trustee satisfying the requirements of Section 7.10specifically pledged as security for, who shall agree to comply with the provisions of this Article 8 applicable to it) in trustand dedicated solely to, for the benefit of the Holders of the Securities of the applicable seriesNotes, (iA) an amount of cash (in United States dollarsDollars), or (iiB) non-callable U.S. Government Obligations which, Securities which through the scheduled payment of principal and interest in respect thereof in accordance with their terms, terms will provide, not later than one Business Day day before the due date of any payment of principal of, of and premium, if any, or interest on and interest, if any, for the Securities of such seriesNotes, cash money in an amount, or (iiiC) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountantsaccountants expressed in a written certification thereof delivered to the Trustees, to pay and discharge, and which shall be applied by the Trustees (or other qualifying trustee) to pay and discharge, (i) the principal of, interest of (and premium, if any) and interest, if any, on the outstanding Securities of the applicable series Notes on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of interest, if any, and (ii) all amounts due the Trustees, Collateral Agent, Paying Agent and Registrar under Section 7.06; provided that the Trustees shall have been irrevocably instructed to apply such money or the proceeds of such Government Securities to said payments with respect to the Notes. Before such a deposit, the Company may give to the Trustees an irrevocable notice of its election to redeem all or any portion of Notes at a future date in accordance with the terms of this Indenture. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (2) No Default or Event of Default with respect to the Notes shall have occurred and be continuing on the applicable redemption date, as the case may be, and any mandatory sinking fund payments applicable to the Securities date of such series deposit or, insofar as clauses (10) and (11) of Section 6.01 are concerned, at any time during the period ending on the 91st day on after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (3) Such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which such payments are due, and the Company must specify whether the Securities of the applicable series are being defeased to maturity is a party or to a particular redemption date;by which it is bound. (b4) in In the case of an election Legal Defeasance under Section 8.02 hereof8.02, the Company shall have delivered to the Trustee Trustees an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming stating that (ix) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (iiy) since the date of execution of this Indenture, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel opinion shall confirm that, the Holders of the such outstanding Securities of the applicable series securities will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance defeasance had not occurred;. (c5) in In the case of an election Covenant Defeasance under Section 8.03 hereof8.03, the Company shall have delivered to the Trustee Trustees an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming effect that the Holders and Beneficial Owners of the such outstanding Securities of the applicable series securities will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance covenant defeasance had not occurred;. (d6) no Default or Event of Default The Company shall have delivered to the Trustees an Opinion of Counsel in Canada or a ruling from the Canada Revenue Agency to the effect that the Holders and Beneficial Owners of such outstanding securities will not recognize income, gain or loss for Canadian federal, provincial or territorial income tax or other tax purposes as a result of such defeasance or covenant defeasance, as applicable, and will be subject to Canadian federal, provincial or territorial income tax and other tax on the same amounts, in the same manner and at the same times as would have been the case had such defeasance or covenant defeasance, as applicable, not occurred (and be continuing for the purposes of such opinion, such Canadian counsel shall assume that Holders of the securities include Holders who are not resident in Canada). (7) The Company is not an "insolvent person" within the meaning of the Bankruptcy and Insolvency Act (Canada) on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) or insofar as Sections 6.01(e) or (f) hereof are concerned, at any time in during the period ending on the 91st day after the date of such deposit (or greater period it being understood that this condition shall not be deemed satisfied until the expiration of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the deposit by the Companyperiod);. (e) the 8) The Company shall have delivered to the Trustee Trustees an Officers' Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or in this Section 8.04, relating to either the Legal Defeasance under Section 8.02 or the Covenant Defeasance under Section 8.03 (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 12.02 or 8.03 Section 12.03 hereof to the outstanding Securities of one or more a particular series: In order to exercise either Legal Defeasance or Covenant Defeasance: (a) the The Company must shall irrevocably deposit have deposited or caused to be deposited with the Trustee, Trustee (or another trustee satisfying the requirements of Section 7.10, 6.10 who shall agree to comply with the provisions of this Article 8 12 applicable to it) as trust funds in trusttrust for the purpose of making the following payments, for specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of the applicable seriessuch Securities, (i) an amount of cash (in United States dollarssuch currency, currencies or currency unit in which such Securities and any related coupons are then specified as payable at Stated Maturity), or (ii) non-callable U.S. Government Obligations which, Securities that through the scheduled payment of principal and interest in respect thereof in accordance with their terms, terms will provide, not later than one Business Day day before the due date of any payment of principal of, premium, if any, or interest on the Securities of such seriespayment, cash in U.S. Dollars in an amount, or (iii) a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountantsaccountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge the principal of, interest of (and premium, if any) and interest, if any, on the such outstanding Securities of the applicable series on the Stated Maturity or on the applicable redemption date, as the case may be, and any mandatory sinking fund payments applicable to the Securities stated maturity date of such series on the day on which such payments are dueprincipal or installment of principal, and the Company must specify whether the Securities of the applicable series are being defeased to maturity or to a particular redemption date;interest or premium, if any. (b) in In the case of an election under Section 8.02 12.02 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (ii) since the date of this Indenturehereof, there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Securities of the applicable such series will not recognize income, gain or loss for federal Federal income tax purposes as a result of such Legal Defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;. (c) in In the case of an election under Section 8.03 12.03 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities of the applicable such series will not recognize income, gain or loss for federal Federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;. (d) no No Default or Event of Default (or event that, with the giving of notice or lapse of time or both would become an Event of Default) with respect to the Securities of such series 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 depositor, insofar as Section 5.01(d) or insofar as Sections 6.01(e) or (f5.01(e) hereof are is concerned, at any time in the period ending on the 91st 124th day after the date of such deposit (or greater period it being understood that this condition shall not be deemed satisfied until the expiration of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the deposit by the Companyperiod); (e) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or Section 8.03 hereof to the outstanding Securities of one or more series: In order to exercise either Legal Defeasance or Covenant DefeasanceNotes: (ai) the Company must shall irrevocably deposit have deposited or caused to be deposited with the Trustee, Trustee (or another trustee satisfying the requirements of Section 7.10, 7.10 hereof who shall agree to comply with the provisions of this Article 8 applicable to it) ), in trust (the "defeasance trust"), for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of the applicable seriessuch Notes, (ia) an amount of cash in United States dollarsdollars in an amount, or (iib) non-callable U.S. Government Obligations which, Securities which through the scheduled payment of principal and interest in respect thereof in accordance with their terms, terms will provide, not later than one Business Day day before the due date of any payment of principal of, premium, if any, or interest on the Securities of such seriespayment, cash in United States dollars in an amount, or (iiic) a combination thereof, in such amounts, as will be sufficient, in the opinion of a nationally recognized firm of independent public accountantsaccountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge the principal of, interest and premium, if any, and interest (including defaulted interest) on the outstanding Securities Notes and any other obligations owing to the Holders of the applicable series Notes, under the Notes, this Indenture or the Collateral Documents on the Stated Maturity stated maturity or on the applicable redemption date, as the case may be, of such principal or installment of principal of, premium, if any, and any mandatory sinking fund interest on the outstanding Notes, provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such non-callable Government Securities to said payments applicable with respect to the Securities of such series on the day on which such payments are due, and the Company must specify whether the Securities of the applicable series are being defeased to maturity or to a particular redemption dateNotes; (bii) in the case of an election under Section 8.02 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States (which counsel may be an employee of the Company or any Subsidiary of the Company) reasonably acceptable to the Trustee confirming that (iA) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (iiB) since the date of this IndentureIssuance Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Securities of the applicable series Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times time, as would have been the case if such Legal Defeasance had not occurred; (ciii) in the case of an election under Section 8.03 hereof, the Company shall have delivered to the Trustee an Opinion opinion of Counsel counsel in the United States (which counsel may be an employee of the Company or any Subsidiary of the Company) reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities of the applicable series Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (div) no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such depositor, insofar as Section 6.01(9) or insofar as Sections 6.01(e) or (f6.01(10) hereof are is concerned, at any time in the period ending on the 91st day after the date of such deposit (or greater period of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the deposit by the Company) (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (ev) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (vi) in the case of an election under either Section 8.02 or 8.03 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that, assuming no intervening bankruptcy of the Company between the date of deposit and the 91st day following the deposit and assuming no Holder of the Notes is an insider of the Company, after the 91st day following the deposit, as of the date of such opinion, the trust funds will not be subject to avoidance under Section 547 of the United States Bankruptcy Code (or any successor provision thereto) and related judicial decisions or any other applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally under any United States or state law; (vii) in the case of an election under either Section 8.02 or 8.03 hereof, the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit made by the Company pursuant to its election under Section 8.02 or 8.03 hereof was not made by the Company with the intent of preferring the Holders of Notes over other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; and (viii) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of CounselCounsel in the United States (which counsel may be an employee of the Company or any Subsidiary of the Company), each stating that all conditions precedent provided for or relating to either the Legal Defeasance under Section 8.02 hereof or the Covenant Defeasance under Section 8.03 hereof (as the case may be) have been complied withwith as contemplated by this Section 8.04.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Securities of one or more series: In order to exercise either Legal Defeasance or Covenant Defeasance: (a) the Company must irrevocably deposit with the Trustee, (or another trustee satisfying the requirements of Section 7.10, who shall agree to comply with the provisions of this Article 8 applicable to it) in trust, for the benefit of the Holders of the Securities of the applicable series, (i) an amount of cash in United States dollars, (ii) non-callable U.S. Government Obligations which, through scheduled payment of principal and interest in respect thereof in accordance with their terms, will provide, not later than one Business Day before the due date of any payment of principal of, premium, if any, or interest on the Securities of such series, cash in an amount, or (iii) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, interest and premium, if any, on the outstanding Securities of the applicable series on the Stated Maturity or on the applicable redemption date, as the case may be, and any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due, and the Company must specify whether the Securities of the applicable series are being defeased to maturity or to a particular redemption date; (b) in the case of an election under Section 8.02 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (ii) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Securities of the applicable series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;; 37 (c) in the case of an election under Section 8.03 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities of the applicable series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) or insofar as Sections 6.01(e) or (f) hereof are concerned, at any time in the period ending on the 91st day after the date of deposit (or greater period of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the deposit by the Company); (e) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Securities of one or more series: In order to exercise either Legal Defeasance or Covenant Defeasance: (a) the Company must irrevocably deposit with the Trustee, (or Trustee,(or another trustee (satisfactory to the Trustee) satisfying the requirements of Section 7.10, who shall agree under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee to comply with the provisions of this Article 8 applicable to it) in trust, for the benefit of the Holders of the Securities of the applicable series, (i) an amount of cash in United States dollars, (ii) non-callable U.S. Government Obligations which, through scheduled payment of principal and interest in respect thereof in accordance with their terms, will provide, not later than one Business Day before the due date of any payment of principal of, premium, if any, or interest on the Securities of such series, cash in an amount, or (iii) a combination thereof, sufficient, in the written opinion of a nationally recognized firm of independent public accountantsaccountants delivered to the Trustee, to pay the principal of, interest and premium, if any, on the outstanding Securities of the applicable series on the Stated Maturity or on the applicable redemption date, as the case may be, and any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due, and the Company must specify whether the Securities of the applicable series are being defeased to maturity or to a particular redemption date; (b) in the case of an election under Section 8.02 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (ii) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Securities of the applicable series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in the case of an election under Section 8.03 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities of the applicable series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) or insofar as Sections 6.01(e) or (f) hereof are concerned, at any time in the period ending on the 91st day after the date of deposit (or greater period of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the deposit by the Company);; and (e) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. The Unless otherwise provided with respect to the Securities of any series as contemplated under Section 301, the following shall be the conditions to the application of either Section 8.02 402 or 8.03 hereof Section 403 to the outstanding Outstanding Securities of one or more a particular series: In order to exercise either Legal Defeasance or Covenant Defeasance: (a) the Company Issuer or any of the Guarantors must irrevocably deposit deposit, or cause to be irrevocably deposited, with the TrusteeTrustee for the Securities of that series, (or another trustee satisfying the requirements of Section 7.10, who shall agree to comply with the provisions of this Article 8 applicable to it) in trust, for the benefit of the Holders of the Securities of the applicable series, (i) an amount of cash in United States dollars, (ii) non-callable U.S. Government Obligations which, through scheduled payment of principal and interest in respect thereof in accordance with their terms, will provide, not later than one Business Day before the due date of any payment of principal of, premium, if any, or interest on the Securities of such that series, cash in an amountthe currency or currency unit in which the Securities of that series are payable (except as otherwise specified pursuant to Section 301 for the Securities of that series), Government Obligations or (iii) a combination thereof, thereof in such amounts as shall be sufficient, in the opinion of a nationally recognized firm of independent public accountantsbased on an Officers’ Certificate, to pay (i) the principal of, interest of (and premium, if any) and interest, if any, due on the outstanding Securities of the applicable series on the Stated Maturity that series, or on the applicable redemption dateRedemption Date, as the case may be, with respect to the outstanding Securities of that series; and (ii) any mandatory sinking fund payments or analogous payments applicable to the such Outstanding Securities of such series on the day on which such payments are due, due and payable in accordance with the Company must specify whether the Securities terms of the applicable series are being defeased to maturity or to a particular redemption datethis Indenture and of such Securities; (b) in the case of an election under Section 8.02 hereofLegal Defeasance, the Company Issuer shall have delivered to the Trustee for the Securities of that series an Opinion of Counsel in the United States reasonably acceptable to the such Trustee confirming that that, subject to customary assumptions and exclusions, (i1) the Company Issuer has received from, or there has been published by, the U.S. Internal Revenue Service a ruling or (ii2) since the date of this IndentureIssue Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders of the outstanding Outstanding Securities of the applicable that series will shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will shall be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Company Issuer shall have delivered to the Trustee for the Securities of that series an Opinion of Counsel in the United States reasonably acceptable to the such Trustee confirming that that, subject to customary assumptions and exclusions, the Holders of the outstanding Outstanding Securities of the applicable that series will shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will shall be subject to federal income such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or 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 shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) or insofar as Sections 6.01(e) or (f) hereof are concerned, at any time in the period ending on the 91st day after the date of deposit (or greater period of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the deposit by the Company)giving effect thereto; (e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under any material agreement or instrument to which the Company Issuer is a party or by which the Issuer is bound; (f) the Issuer shall have delivered to the Trustee for the Securities of that series an Officers' ’ Certificate and an Opinion of Counsel, 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 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 Securities of one or more seriesany Series: In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance with respect to a Series of Securities: (a1) the Company must irrevocably deposit in trust with the Trustee, (Trustee money or another trustee satisfying the requirements of Section 7.10, who shall agree to comply with the provisions of this Article 8 applicable to it) in trust, for the benefit of the Holders of the Securities of the applicable series, (i) an amount of cash in United States dollars, (ii) non-callable U.S. Government Obligations which, through scheduled or a combination thereof for the payment of principal of and interest in respect thereof in accordance with their terms, will provide, not later than one Business Day before the due date of any payment of principal of, premium, if any, or interest on the Securities of such series, cash in an amount, or (iii) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants, Series to pay the principal of, interest and premium, if any, on the outstanding Securities of the applicable series on the Stated Maturity or on the applicable redemption dateredemption, as the case may be, of such Securities; (2) the Company shall have delivered to the Trustee a certificate, report or opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants in the United States that the payments of principal and interest when due on the deposited U.S. Government obligations plus any mandatory sinking fund payments applicable deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Securities of such Series to the Stated Maturity or redemption, as the case may be, of such Series; (3) no Default or Event of Default with respect to the Securities of such series Series shall have occurred and be continuing on the day on which date of such payments are duedeposit (other than, and the Company must specify whether if applicable, a Default or Event of Default with respect to the Securities of such Series resulting from the applicable series are being defeased borrowing of funds to maturity or be applied to a particular redemption datesuch deposit); (b4) such deposit does not constitute a default under any other agreement binding on the Company; (5) in the case of an election under Section 8.02 hereofLegal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming stating that (i) the Company has received from, or there has been published provided by, the Internal Revenue Service a ruling ruling, or (ii) since the date of this Indenture, Indenture there has been a change in the applicable federal income tax law, in either case to the effect effect, in either case, that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Securities of the applicable series such Series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c6) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming effect that the Holders of the outstanding Securities of the applicable series such Series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;; and (d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) or insofar as Sections 6.01(e) or (f) hereof are concerned, at any time in the period ending on the 91st day after the date of deposit (or greater period of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the deposit by the Company); (e7) the Company shall have delivered to the Trustee an Officers' Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or Covenant Defeasance, as applicable, relating to the Covenant Defeasance Securities of such Series as contemplated by this Article Eight have been complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Securities of one or more series: In order to exercise either Notes. Legal Defeasance or Covenant DefeasanceDefeasance may be exercised only if: (a) the Company must Issuers deposit, or cause to be deposited, irrevocably deposit in trust with the Trustee, (or another trustee satisfying the requirements of Section 7.10, who shall agree to comply with the provisions of this Article 8 applicable to it) in trust, Trustee for the benefit of the Holders of the Securities of the applicable seriesHolders, (i) an amount of cash in United States dollars, (ii) non-callable money or U.S. Government Obligations whichObligations, through scheduled or any combination thereof, for the payment of principal and interest in respect thereof in accordance with their terms, will provide, not later than one Business Day before the due date of any payment of principal ofprincipal, premium, if any, or and interest and Additional Interest, if any, on the Securities Notes of such seriesseries to maturity or redemption, cash in an amount, or as the case may be; (iiib) the Issuers deliver to the Trustee a combination thereof, sufficient, in the opinion of certificate from a nationally recognized firm of independent certified public accountantsaccountants expressing their opinion that the payments of principal, to pay the principal of, interest and premium, if any, and interest and Additional Interest, if any, when due and without reinvestment on the outstanding Securities deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Notes of the applicable such series on the Stated Maturity to maturity or on the applicable redemption dateredemption, as the case may be, and any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due, and the Company must specify whether the Securities of the applicable series are being defeased to maturity or to a particular redemption date; (bc) 91 days pass after the deposit is made and during the 91-day period no Default described in Section 6.01(ix) or (x) occurs and is continuing at the end of the period with respect to the Issuers or any other Person making such deposit; (d) no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect thereto; (e) such deposit does not constitute a default under any other agreement or instrument binding on the Issuers; (f) in the case of an election under Section 8.02 hereofLegal Defeasance, the Company shall have delivered Issuers deliver to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that stating that: (i1) the Company has Issuers have received from, or there has been published by, from the Internal Revenue Service a ruling or private letter ruling; or (ii2) since the date of this Indenture, Indenture there has been a change in the any applicable U.S. federal income tax law, to the effect, in either case to the effect case, that, and based thereon thereon, such Opinion of Counsel shall confirm that, the Holders of the outstanding Securities of the applicable series Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax (including withholding tax) on the same amounts, in the same manner and at the same times time as would have been the case if such Legal Defeasance had not occurred; (cg) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Company shall have delivered Issuers deliver to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming effect that the Holders of the outstanding Securities of the applicable series Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax (including withholding tax) on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;; and (d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) or insofar as Sections 6.01(e) or (f) hereof are concerned, at any time in the period ending on the 91st day after the date of deposit (or greater period of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the deposit by the Company); (eh) the Company shall have delivered Issuers deliver to the Trustee an Officers' Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance with respect to such series have been complied withwith as required by this Indenture.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 402 or 8.03 hereof Section 403 to the outstanding Securities of one or more a particular series: In order to exercise either Legal Defeasance or Covenant Defeasance: (a) the Company must irrevocably deposit deposit, or cause to be irrevocably deposited, with the TrusteeTrustee for the Securities of that series, (or another trustee satisfying the requirements of Section 7.10, who shall agree to comply with the provisions of this Article 8 applicable to it) in trust, for the benefit of the Holders of the Securities of the applicable series, (i) an amount of cash in United States dollars, (ii) non-callable U.S. Government Obligations which, through scheduled payment of principal and interest in respect thereof in accordance with their terms, will provide, not later than one Business Day before the due date of any payment of principal of, premium, if any, or interest on the Securities of such 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 301 for the Securities of that series and except as provided in Sections 311(b) and 311(d), in which case the deposit to be made with respect to Securities for which an amountelection has occurred pursuant to Section 311(b), or (iii) a Conversion Event has occurred as provided in Section 311(d), shall be made in the currency or currency unit in which the Securities of that series are payable as a result of such election or Conversion Event), Government Obligations or a combination thereof, thereof in such amounts as will be sufficient, in the opinion of a nationally an internationally recognized firm of independent public accountants, to pay the principal ofprincipal, interest and premium, if any, and interest, if any, due on the outstanding Securities of the applicable that series on and any related coupons at the Stated Maturity Maturity, or on the applicable redemption dateRedemption Date, as the case may be, with respect to the outstanding Securities of that series and any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due, and the Company must specify whether the Securities of the applicable series are being defeased to maturity or to a particular redemption daterelated coupons; (b) in the case of an election under Section 8.02 hereofLegal Defeasance, the Company shall have delivered to the Trustee for the Securities of that series an Opinion of Counsel in the United States reasonably acceptable to the such Trustee confirming that that, subject to customary assumptions and exclusions, (i1) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling or (ii2) since the date of this IndentureIssue Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders of the outstanding Outstanding Securities of the applicable that series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Company shall have delivered to the Trustee for the Securities of that series an Opinion of Counsel in the United States reasonably acceptable to the such Trustee confirming that that, subject to customary assumptions and exclusions, the Holders of the outstanding Outstanding Securities of the applicable that series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or 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 shall have occurred and be continuing on the date of such deposit (other than a Default after giving effect to such Legal Defeasance or Covenant Defeasance and no Event of Default resulting from the borrowing of funds to be applied to such depositunder Section 501(4) or insofar as Sections 6.01(eSection 501(5) or (f) hereof are concerned, at any time in the period ending shall have occurred and be continuing on the 91st 123/rd/ day after the date of deposit (or greater period of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the deposit by the Company)date; (e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under any material agreement or instrument to which the Company is a party or by which the Company is bound; and (f) the Company shall have delivered to the Trustee for the Securities of that series an Officers' Certificate and an Opinion of Counsel, 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 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 1202 or 8.03 Section 1203 hereof to the outstanding Securities of one or more series: In order to exercise either Legal Defeasance or Covenant DefeasanceSecurities: (ai) The Company or the Company must Guarantor shall irrevocably deposit have deposited or caused to be deposited with the Trustee, Trustee (or another trustee satisfying the requirements of Section 7.10, 510 who shall agree to comply with the provisions of this Article 8 12 applicable to it) as trust funds in trusttrust for the purpose of making the following payments, for specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of the applicable seriessuch Securities, (ia) an amount of cash in United States dollarsU.S. Dollars in an amount, or (iib) non-callable U.S. Government Obligations which, Securities that through the scheduled payment of principal and interest in respect thereof in accordance with their terms, terms will provide, not later than one Business Day day before the due date of any payment of principal of, premium, if any, or interest on the Securities of such seriespayment, cash in U.S. Dollars in an amount, or (iiic) a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountantsaccountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge the principal of, interest and premium, if any, and interest on such outstanding Securities on the outstanding Securities of the applicable series on the Stated Maturity or on the applicable redemption date, as the case may be, and any mandatory sinking fund payments applicable to the Securities stated maturity date of such series on the day on which such payments are dueprincipal or installment of principal, and the Company must specify whether the Securities of the applicable series are being defeased to maturity premium, if any, or to a particular redemption date;interest. (bii) in In the case of an election under Section 8.02 1202 hereof, the Company or the Guarantor shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that (ia) the Company or the Guarantor has received from, or there has been published by, the Internal Revenue Service a ruling or (iib) since the date of this Indenturehereof, there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Securities of the applicable series will not recognize income, gain or loss for federal Federal income tax purposes as a result of such Legal Defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;. (ciii) in In the case of an election under Section 8.03 1203 hereof, the Company or the Guarantor shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities of the applicable series will not recognize income, gain or loss for federal Federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;. (div) no No Default or Event of Default with respect to the Securities 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 depositor, insofar as Section 401(viii) or insofar as Sections 6.01(e) or (f401(ix) hereof are is concerned, at any time in the period ending on the 91st day after the date of such deposit (or greater period it being understood that this condition shall not be deemed satisfied until the expiration of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the deposit by the Companyperiod);. (ev) Such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than this Indenture) to which the Guarantor or any of its Restricted Subsidiaries is a party or by which the Guarantor or any of its Restricted Subsidiaries is bound (other than a breach, violation or default resulting from the borrowing of funds to be applied to such deposit). (vi) The Company or the Guarantor shall have delivered to the Trustee an OfficersOpinion of Counsel to the effect that after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally. (vii) The Company or the Guarantor shall have delivered to the Trustee an Officer's Certificate stating that the deposit made by the Company or the Guarantor pursuant to its election under Section 1202 or 1203 hereof was not made by the Company or the Guarantor with the intent of preferring the Holders of the Securities over the other creditors of the Company or the Guarantor with the intent of defeating, hindering, delaying or defrauding creditors of the Company, the Guarantor or others. (viii) The Company or the Guarantor shall have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to either the Legal Defeasance under Section 1202 hereof or the Covenant Defeasance under Section 1203 hereof (as the case may be) have been complied withwith as contemplated by this Section 1204.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 8.03 or 8.03 hereof to the outstanding Securities of one or more series: In order to exercise either Legal Defeasance or Covenant DefeasanceSection 8.04: (a) the The Company must shall irrevocably deposit have deposited or cause to be deposited with the Trustee, Trustee (or another trustee satisfying the requirements of Section 7.10, 7.10 who shall agree to comply with the provisions of this Article 8 Eight applicable to it) as trust funds in trusttrust for the purpose of making the following payments, for specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of the applicable seriesSecurities, (ia) an amount of cash in United States dollarsU.S. Legal Tender in an amount, or (iib) non-callable U.S. Government Obligations which, Securities which through the scheduled payment of principal and interest in respect thereof in accordance with their terms, terms will provide, not later than one Business Day day before the due date of any payment of principal of, premium, if any, or interest on the Securities of such seriespayment, cash in U.S. Legal Tender in an amount, or (iiic) a combination thereof, in such amounts, as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, accountants expressed in a written certification thereof delivered to the Trustee (or other qualifying trustee) to pay the principal of, and any premium and interest and premiumon, if any, on the outstanding Securities of the applicable series on the Stated Maturity or on the applicable redemption date, as the case may be, and any mandatory sinking fund payments applicable to the Securities of such series on the day each date on which such payments are dueprincipal or any premium or interest is due and payable or on any redemption date established pursuant to the last paragraph of Section 8.06; provided that, upon any redemption that requires the payment of a make-whole or other premium, (x) the amount of cash in U.S. Legal Tender, U.S. Government Securities or combination thereof that must be deposited will be determined using an assumed applicable premium calculated as of the date of such deposit and (y) the Company must specify whether will deposit any deficit in trust on or prior to the Securities of redemption date as necessary to pay the applicable series are being defeased premium as determined by such date; provided further, that the Trustee shall have been irrevocably instructed to maturity apply such money or the proceeds of such U.S. Government Securities to a particular redemption datesaid payments with respect to the Securities; (b) in In the case of an election under Section 8.02 hereof8.03, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (ii) since the date of this Indenturehereof, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel opinion shall confirm that, the Holders of the outstanding Securities of the applicable series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in In the case of an election under Section 8.03 hereof8.04, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming to the effect that the Holders of the outstanding Securities of the applicable series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no No Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) or or, insofar as Sections 6.01(eclauses (6) or (f7) hereof are of Section 6.01 is concerned, at any time in the period ending on the 91st day after the date of such deposit (or greater period it being understood that this condition shall not be deemed satisfied until the expiration of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the deposit by the Companyperiod); (e) Such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under any material agreement other than this Indenture (this Indenture being the subject of clause (d) above), or instrument to which the Company is a party or by which the Company is bound; (f) In the case of any election under Section 8.03 or 8.04, the Company shall have delivered to the Trustee an Officers' ’ Certificate stating that the deposit made by the Company pursuant to its election under Section 8.03 or 8.04 was not made by the Company with the intent of preferring the Holders over other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; and (g) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to either the Legal Defeasance under Section 8.03 or the Covenant Defeasance under Section 8.04 (as the case may be) have been complied withwith as contemplated by this Section 8.05.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Securities of one or more series: In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance under either Section 8.02 or 8.03 hereof with respect to any Outstanding Securities of or within a series: (a1) the Company must Issuer irrevocably deposit deposits with the TrusteeTrustee for the Securities of that series, (or another trustee satisfying the requirements of Section 7.10, who shall agree to comply with the provisions of this Article 8 applicable to it) in trust, for the benefit of the Holders of the Securities of the applicable seriesHolders, (i) an amount of cash money in United States dollarssuch currency or currencies, (ii) or currency unit or currency units, in which such Security is then specified as payable at maturity, non-callable U.S. Government Obligations which, through scheduled payment applicable to such Securities (determined on the basis of principal and interest in respect thereof in accordance with their terms, will provide, not later than one Business Day before the due date of any payment of principal of, premium, if anycurrency or currencies, or interest on the currency unit or currency units, in which such Securities of such series, cash in an amountare then specified as payable at maturity), or (iii) a any combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal ofof (including any sinking fund payment or analogous payments applicable to such Outstanding Securities), interest premium and premiumAdditional Amounts, if any, and interest on such Outstanding Securities on the outstanding Securities of the applicable series on the Stated Maturity stated date for payment thereof or on the applicable redemption date, as the case may be, and any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due, and the Company must specify whether the Securities of the applicable series are being defeased to maturity or to a particular redemption date; (b2) in the case of an election under Section 8.02 hereof, the Company shall have Issuer has delivered to the Trustee for the Securities of that series an Opinion of Counsel in the United States reasonably acceptable to the such Trustee confirming that that: (i) the Company Issuer has received from, or there has been published by, the Internal Revenue Service IRS a ruling or ruling; or (ii) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding such Outstanding Securities of the applicable series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c3) in the case of an election under Section 8.03 hereof, the Company shall have delivered Issuer must deliver to the such Trustee for Securities of that series an Opinion of Counsel in the United States reasonably acceptable to the such Trustee confirming that the Holders of the outstanding such Outstanding Securities of the applicable series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default shall have occurred in respect of Securities of that series and be continuing on the date of such deposit (other than a Default or Event of Default in respect of that series resulting from the borrowing of funds to be applied to such deposit) or insofar as Sections 6.01(e) or (f) hereof are concerned, at any time in the period ending on the 91st day after the date of deposit (or greater period of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the deposit by the Company); (e5) 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 in respect of Securities of that series) to which Ventas, Inc. or any of its Restricted Subsidiaries is a party or by which Ventas, Inc. or any of its Restricted Subsidiaries is bound; (6) the Company shall have delivered Issuer must deliver to the Trustee for Securities of that series an Officers' ’ Certificate stating that the deposit was not made by Issuer with the intent of preferring the Holders of such Securities over the other creditors of Issuer with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (7) the Issuer must deliver to the Trustee for Securities of that series an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and (8) notwithstanding any other provisions of this Section, such Legal Defeasance or Covenant Defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer in connection therewith pursuant to Section 2.02.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 8.2 or 8.03 hereof Section 8.3 to the outstanding Securities of one or more series: In order to exercise either Legal Defeasance or Covenant DefeasanceSecurities: (a) the The Company must shall irrevocably deposit have deposited or caused to be deposited with the Trustee, Trustee (or another trustee satisfactory to the Trustee satisfying the requirements of Section 7.10, 7.10 who shall agree to comply with the provisions of this Article 8 VIII applicable to it) as trust funds in trusttrust for the purpose of making the following payments, for specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of the applicable seriessuch Securities, (ia) Cash in an amount of cash in United States dollarsamount, or (iib) non-callable U.S. Government Obligations which, which through the scheduled payment of principal and interest in respect thereof in accordance with their terms, terms will provide, not later than one Business Day day before the due date of any payment of principal ofpayment, premium, if any, or interest on the Securities of such series, cash Cash in an amount, or (iiic) a combination thereof, in such amounts, as in each case will be sufficient, in the opinion of a nationally recognized firm of independent public accountantsaccountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge and which shall be applied by the Paying Agent (or other qualifying trustee) to pay and discharge the principal of, interest and premium, if any, and interest on the outstanding Securities of the applicable series on the Stated Maturity stated maturity or on the applicable redemption date, as the case may be, of such principal or installment of principal, premium, if any, or interest on the Securities; PROVIDED that the Paying Agent shall have been irrevocably instructed to apply such Cash and any mandatory sinking fund the proceeds of such U.S. Government Obligations to said payments applicable with respect to the Securities. The Paying Agent shall promptly advise the Trustee in writing of any Cash or Securities of such series on the day on which such payments are due, and the Company must specify whether the Securities of the applicable series are being defeased deposited pursuant to maturity or to a particular redemption datethis Section 8.4; (b) in In the case of an election under Section 8.02 hereof8.2, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (ii) since the date of this Indenturehereof, there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel opinion shall confirm that, the Holders of the outstanding Securities of the applicable series will not recognize income, gain or loss for federal Federal income tax purposes as a result of such Legal Defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in In the case of an election under Section 8.03 hereof8.3, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities of the applicable series will not recognize income, gain or loss for federal Federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal Federal income tax on in the same amountsamount, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no No Default or Event of Default with respect to the Securities 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 depositor, insofar as Section 6.1(d) or insofar as Sections 6.01(eSection 6.1(f) or (f) hereof are is concerned, at any time in the period ending on the 91st day after the date of such deposit (it being understood that this condition is a condition subsequent which shall not be deemed satisfied until the expiration of such period, but in the case of Covenant Defeasance, the covenants which are defeased under Section 8.3 will cease to be in effect unless an Event of Default under Section 6.1(d) or greater period of time in which any Section 6.1(f) occurs during such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the deposit by the Companyperiod); (e) Such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (f) In the case of an election under either Section 8.2 or 8.3, the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit made by the Company pursuant to its election under Section 8.2 or 8.3 was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others; and (g) The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all the conditions precedent provided for or relating in, in the case of the Officer's Certificate, clauses (a) through (f), and, in the case of the Opinion of Counsel, clauses (a) (with respect to the Legal Defeasance or validity and perfection of the Covenant Defeasance security interest), (b), (c) and (e) of this Section 8.4 have been complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 8.2 or 8.03 Section 8.3 hereof to the outstanding Securities Notes of one or more any series: In order to exercise either Legal Defeasance or Covenant Defeasance: (a) the Company must Issuers shall irrevocably deposit have deposited or caused to be deposited with the Trustee, Trustee (or another trustee satisfying the requirements of Section 7.10, 7.10 hereof who shall agree to comply with the provisions of this Article 8 applicable to it) ), in trust (the "defeasance trust"), for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities Notes of the applicable such series, (ia) an amount of cash in United States dollarsdollars in an amount, or (iib) non-callable U.S. Government Obligations which, Securities which through the scheduled payment of principal and interest in respect thereof in accordance with their terms, terms will provide, not later than one Business Day day before the due date of any payment of principal of, premium, if any, or interest on the Securities of such seriespayment, cash in United States dollars in an amount, or (iiic) a combination thereof, sufficient, in such amounts as will be sufficient in the opinion of a nationally recognized firm of independent public accountantsaccountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge the principal of, premium, if any, and interest (including defaulted interest) and premiumLiquidated Damages, if any, on the outstanding Securities Notes of such series and any other obligations owing to the Holders of the applicable Notes of such series, under the Notes of such series or this Indenture with respect to such series on the Stated Maturity stated maturity or on the applicable redemption date, as the case may be, of such principal or installment of principal of, premium, if any, interest and any mandatory sinking fund Liquidated Damages, if any, on the outstanding Notes of such series, provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such non-callable Government Securities to said payments applicable with respect to the Securities Notes of such series on the day on which such payments are due, and the Company must specify whether the Securities of the applicable series are being defeased to maturity or to a particular redemption dateseries; (b) in the case of an election under Section 8.02 8.2 hereof, the Company Issuers shall have delivered to the Trustee an Opinion of Counsel in the United States (which counsel may be an employee of the Company or any Subsidiary of the Company) reasonably acceptable to the Trustee confirming that (iA) the Company has Issuers have received from, or there has been published by, the Internal Revenue Service a ruling or (iiB) since the date of this IndentureIssuance Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Securities Notes of the applicable affected series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times time, as would have been the case if such Legal Defeasance had not occurred; (c) in the case of an election under Section 8.03 8.3 hereof, the Company Issuers shall have delivered to the Trustee an Opinion of Counsel in the United States (which counsel may be an employee of the Company or any Subsidiary of the Company) reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities Notes of the applicable affected series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default with respect to the Notes of the applicable series shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) or or, insofar as Sections 6.01(eSection 6.1(9) or (f6.1(10) hereof are is concerned, at any time in the period ending on the 91st 123rd day after the date of such deposit (or greater period of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the deposit by the CompanyIssuers) (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture with respect to the Company Notes of such series) to which any Issuer, the Parent or any of their respective Subsidiaries is a party or by which the Company, the Parent or any of their respective Subsidiaries is bound; (f) in the case of an election under either Section 8.2 or 8.3 hereof, the Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that, as of the date of such opinion, (A) the trust funds will not be subject to any rights of holders of Indebtedness other than the Notes of the applicable series and (B) assuming no intervening bankruptcy of the Issuers or the Parent between the date of deposit and the 123rd day following the deposit and assuming no Holder of the Notes of the applicable series is an insider of the Issuer or the Parent, after the 123rd day following the deposit, as of the date of such opinion, the trust funds will not be subject to avoidance under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code (or any successor provision thereto) and related judicial decisions or any other applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally under any United States or state law; (g) in the case of an election under either Section 8.2 or 8.3 hereof, the Issuers shall have delivered to the Trustee an Officers' Certificate stating that the deposit made by the Issuers pursuant to its election under Section 8.2 or 8.3 hereof was not made by the Issuers with the intent of preferring the Holders of Notes of such series over other creditors of the Issuers or with the intent of defeating, hindering, delaying or defrauding creditors of the Issuers or others; and (h) the Issuers shall have delivered to the Trustee an Officers' Certificate and an Opinion of CounselCounsel in the United States (which counsel may be an employee of the Company or any Subsidiary of the Company), each stating that all conditions precedent provided for or relating to either the Legal Defeasance under Section 8.2 hereof or the Covenant Defeasance under Section 8.3 hereof (as the case may be) have been complied withwith as contemplated by this Section 8.4.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Securities of one or more series: In order to exercise either Legal Defeasance or Covenant DefeasanceNotes: (a) the Company must shall irrevocably deposit have deposited or caused to be deposited with the Trustee, Trustee (or another trustee satisfying the requirements of Section 7.10, 7.10 who shall agree to comply with the provisions of this Article 8 Eight applicable to it) as trust funds in trusttrust for the purpose of making the following payments, for specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of the applicable seriessuch Notes, (i) an amount of cash in United States dollarsU.S. Dollars in an amount, or (ii) non-callable U.S. Government Obligations which, Securities which through the scheduled payment of principal and interest in respect thereof in accordance with their terms, terms will provide, not later than one Business Day day before the due date of any payment of principal of, premium, if any, or interest on the Securities of such seriespayment, cash in U.S. Dollars in an amount, or (iii) a combination thereof, in such amounts, as will be sufficient, in the opinion of a nationally recognized firm of independent public accountantsaccountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge the principal of, interest and premium, if any, and interest on the outstanding Securities of the applicable series Notes on the Stated Maturity stated maturity or on the applicable redemption date, as the case may be, and any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due, and the Company must specify whether the Securities of the applicable series Notes are being defeased to maturity or to a particular redemption datedate of such principal or installment of principal, premium, if any, or interest; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such non-callable Government Securities to said payments with respect to the Notes; (b) in In the case of an election under Section 8.02, either (i) (A) the Notes will become due and payable at their stated maturity within one year after the date of such election pursuant to Section 8.02 hereofor, within one year after the date of such election, the Notes will be redeemable at the option of the Company and will be redeemed by the Company pursuant to irrevocable instructions issued to the Trustee at the time of such election for the giving of a notice of redemption by the Trustee for such redemption and (B) the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable satisfactory to the Trustee to the effect that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to Federal income tax in the same amount, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred or (ii) the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably satisfactory to the Trustee confirming that (iA) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (iiB) since the date of this Indenturehereof, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel opinion shall confirm that, the Holders of the outstanding Securities of the applicable series Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in In the case of an election under Section 8.03 hereof8.03, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable satisfactory to the Trustee confirming to the effect that the Holders of the outstanding Securities of the applicable series Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal Federal income tax on in the same amountsamount, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no No Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) or insofar or, in so far as Sections 6.01(eSection 6.01(vii) or (fviii) hereof are is concerned, at any time in the period ending on the 91st day after the date of such deposit (or greater period it being understood that this condition shall not be deemed satisfied until the expiration of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the deposit by the Companyperiod); (e) Such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (f) In the case of an election under either Section 8.02 or 8.03, the Company shall have delivered to the Trustee an Officers' Officer's Certificate stating that the deposit made by the Company pursuant to its election under Section 8.02 or 8.03 was not made by the Company with the intent of preferring the Holders over other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; and (g) The Company shall have delivered to the Trustee an Officer's Certificate and an Opinion of CounselCounsel in the United States, each stating that all conditions precedent provided for or relating to either the Legal Defeasance under Section 8.02 or the Covenant Defeasance under Section 8.03 (as the case may be) have been complied withwith as contemplated by this Section 8.04.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Securities of one or more series: In order to exercise either Legal Defeasance or Covenant Defeasance: (a) the Company must irrevocably deposit with the Trustee, (or another trustee satisfying the requirements of Section 7.10, who shall agree to comply with the provisions of this Article 8 applicable to it) in trust, for the benefit of the Holders of the Securities of the applicable series, (i) an amount of cash in United States dollars, (ii) non-callable U.S. Government Obligations which, through scheduled payment of principal and interest in respect thereof in accordance with their terms, will provide, not later than one Business Day before the due date of any payment of principal of, premium, if any, or interest on the Securities of such series, cash in an amount, or (iii) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, interest and premium, if any, on the outstanding Securities of the applicable series on the Stated Maturity or on the applicable redemption date, as the case may be, and any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due, and the Company must specify whether the Securities of the applicable series are being defeased to maturity or to a particular redemption date; (b) in the case of an election under Section 8.02 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (ii) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Securities of the applicable series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in the case of an election under Section 8.03 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities of the applicable series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) or insofar as Sections 6.01(e) or (f) hereof are concerned, at any time in the period ending on the 91st day after the date of deposit (or greater period of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws Bankruptcy Law insofar as those apply to the deposit by the Company)) and; (e) the Company shall have delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 8.03 or 8.03 hereof Section 8.04 to the outstanding Securities of one or more a series: In order to exercise either Legal Defeasance or Covenant Defeasance: (a) the The Company must shall irrevocably deposit have deposited or cause to be deposited with the Trustee, Trustee (or another trustee satisfying the requirements of Section 7.10, 7.10 who shall agree to comply with the provisions of this Article 8 Eight applicable to it) as trust funds in trusttrust for the purpose of making the following payments, for specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of the applicable such series, (ia) an amount of cash in United States dollarsU.S. Legal Tender in an amount, or (iib) non-callable U.S. Government Obligations which, Securities which through the scheduled payment of principal and interest in respect thereof in accordance with their terms, terms will provide, not later than one Business Day day before the due date of any payment of principal of, premium, if any, or interest on the Securities of such seriespayment, cash in U.S. Legal Tender in an amount, or (iiic) a combination thereof, in such amounts, as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, accountants expressed in a written certification thereof delivered to the Trustee (or other qualifying trustee) to pay (i) the principal of, and any premium and interest and premiumon, if any, on the outstanding Securities of the applicable such series on the Stated Maturity each date on which such principal or any premium or interest is due and payable or on any redemption date established pursuant to the applicable redemption date, as the case may belast paragraph of Section 8.06, and (ii) any mandatory sinking fund payments applicable on the dates on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Securities to said payments with respect to the Securities of such series on the day on which such payments are due, and the Company must specify whether the Securities of the applicable series are being defeased to maturity or to a particular redemption dateseries; (b) in In the case of an election under Section 8.02 hereof8.03, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (ii) since the date of this Indenturehereof, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel opinion shall confirm that, the Holders of the outstanding Securities of the applicable such series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in In the case of an election under Section 8.03 hereof8.04, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming effect that the Holders of the outstanding Securities of the applicable such series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no No Default or Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) or or, insofar as Sections 6.01(eclauses (6) or (f7) hereof are of Section 6.01 is concerned, at any time in the period ending on the 91st day after the date of such deposit (or greater period it being understood that this condition shall not be deemed satisfied until the expiration of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the deposit by the Companyperiod); (e) Such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under any other material agreement or instrument to which the Company is a party or by which the Company is bound, and if the Securities of such series are subordinated pursuant to Article Eleven, is not prohibited by Article Eleven; (f) In the case of any election under Section 8.03 or 8.04, the Company shall have delivered to the Trustee an Officers’Certificate stating that the deposit made by the Company pursuant to its election under Section 8.03 or 8.04 was not made by the Company with the intent of preferring the Holders over other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; and (g) The Company shall have delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to either the Legal Defeasance under Section 8.03 or the Covenant Defeasance under Section 8.04 (as the case may be) have been complied withwith as contemplated by this Section 8.05.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 8.2 or 8.03 Section 8.3 hereof to the outstanding Securities of one or more series: In order to exercise either Legal Defeasance or Covenant DefeasanceNotes: (a) the Company must shall irrevocably deposit have deposited or caused to be deposited with the Trustee, Trustee (or another trustee satisfying the requirements of Section 7.10, 7.10 hereof who shall agree to comply with the provisions of this Article 8 applicable to it) ), in trusttrust (the "DEFEASANCE TRUST"), for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of the applicable seriessuch Notes, (ia) an amount of cash in United States dollarsdollars in an amount, or (iib) non-callable U.S. Government Obligations which, Securities which through the scheduled payment of principal and interest in respect thereof in accordance with their terms, terms will provide, not later than one Business Day day before the due date of any payment of principal of, premium, if any, or interest on the Securities of such seriespayment, cash in United States dollars in an amount, or (iiic) a combination thereof, sufficient, in such amounts as will be sufficient in the opinion of a nationally recognized firm of independent public accountantsaccountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge the principal of, premium, if any, and interest (including defaulted interest) and premiumLiquidated Damages, if any, on the outstanding Securities Notes and any other obligations owing to the Holders of the applicable series Notes, under the Notes or this Indenture on the Stated Maturity stated maturity or on the applicable redemption date, as the case may be, of such principal or installment of principal of, premium, if any, interest and any mandatory sinking fund Liquidated Damages, if any, on the outstanding Notes, provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such non-callable Government Securities to said payments applicable with respect to the Securities of such series on the day on which such payments are due, and the Company must specify whether the Securities of the applicable series are being defeased to maturity or to a particular redemption dateNotes; (b) in the case of an election under Section 8.02 8.2 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States (which counsel may be an employee of the Company or any Subsidiary of the Company) reasonably acceptable to the Trustee confirming that (iA) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (iiB) since the date of this IndentureIssuance Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Securities of the applicable series Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times time, as would have been the case if such Legal Defeasance had not occurred; (c) in the case of an election under Section 8.03 8.3 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States (which counsel may be an employee of the Company or any Subsidiary of the Company) reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities of the applicable series Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) or or, insofar as Sections 6.01(eSection 6.1(h) or (f6.1(i) hereof are is concerned, at any time in the period ending on the 91st 123rd day after the date of such deposit (or greater period of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the deposit by the Company) (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (f) in the case of an election under either Section 8.2 or 8.3 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that, as of the date of such opinion, (A) the trust funds will not be subject to any rights of holders of Indebtedness other than the Notes and (B) assuming no intervening bankruptcy of the Company between the date of deposit and the 123rd day following the deposit and assuming no Holder of the Notes is an insider of the Company, after the 123rd day following the deposit, as of the date of such opinion, the trust funds will not be subject to avoidance under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code (or any successor provision thereto) and related judicial decisions or any other applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally under any United States or state law; (g) in the case of an election under either Section 8.2 or 8.3 hereof, the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit made by the Company pursuant to its election under Section 8.2 or 8.3 hereof was not made by the Company with the intent of preferring the Holders of Notes over other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; and (h) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of CounselCounsel in the United States (which counsel may be an employee of the Company or any Subsidiary of the Company), each stating that all conditions precedent provided for or relating to either the Legal Defeasance under Section 8.2 hereof or the Covenant Defeasance under Section 8.3 hereof (as the case may be) have been complied withwith as contemplated by this Section 8.4.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 402 or 8.03 hereof Section 403 to the outstanding Securities of one or more a particular series: In order to exercise either Legal Defeasance or Covenant Defeasance: (a) the Company must irrevocably deposit deposit, or cause to be irrevocably deposited, with the TrusteeTrustee for the Securities of that series, (or another trustee satisfying the requirements of Section 7.10, who shall agree to comply with the provisions of this Article 8 applicable to it) in trust, for the benefit of the Holders of the Securities of the applicable series, (i) an amount of cash in United States dollars, (ii) non-callable U.S. Government Obligations which, through scheduled payment of principal and interest in respect thereof in accordance with their terms, will provide, not later than one Business Day before the due date of any payment of principal of, premium, if any, or interest on the Securities of such 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 301 for the Securities of that series and except as provided in Sections 311(b) and 311 (d), in which case the deposit to be made with respect to Securities for which an amountelection has occurred pursuant to Section 311(b), or (iii) a Conversion Event has occurred as provided in Section 311(d), shall be made in the currency or currency unit in which the Securities of that series are payable as a result of such election or Conversion Event), Government Obligations or a combination thereof, thereof in such amounts as will be sufficient, in the opinion of a nationally an internationally recognized firm of independent public accountants, to pay the principal ofprincipal, interest and premium, if any, and interest, if any, due on the outstanding Securities of the applicable that series on and any related coupons at the Stated Maturity Maturity, or on the applicable redemption dateRedemption Date, as the case may be, with respect to the outstanding Securities of that series and any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due, and the Company must specify whether the Securities of the applicable series are being defeased to maturity or to a particular redemption daterelated coupons; (b) in the case of an election under Section 8.02 hereofLegal Defeasance, the Company shall have delivered to the Trustee for the Securities of that series an Opinion of Counsel in the United States reasonably acceptable to the such Trustee confirming that that, subject to customary assumptions and exclusions, (i1) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling or (ii2) since the date of this IndentureIssue Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders of the outstanding Outstanding Securities of the applicable that series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in the case of an election under Section 8.03 hereofCovenant Defeasance, the Company shall have delivered to the Trustee for the Securities of that series an Opinion of Counsel in the United States reasonably acceptable to the such Trustee confirming that that, subject to customary assumptions and exclusions, the Holders of the outstanding Outstanding Securities of the applicable that series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or 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 shall have occurred and be continuing on the date of such deposit (other than a Default after giving effect to such Legal Defeasance or Covenant Defeasance and no Event of Default resulting from the borrowing of funds to be applied to such depositunder Section 501(4) or insofar as Sections 6.01(eSection 501(5) or (f) hereof are concerned, at any time in the period ending shall have occurred and be continuing on the 91st 123rd day after the date of deposit (or greater period of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the deposit by the Company)date; (e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under any material agreement or instrument to which the Company is a party or by which the Company is bound; and (f) the Company shall have delivered to the Trustee for the Securities of that series an Officers' Officer’s Certificate and an Opinion of Counsel, 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 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 Securities of one or more series: In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance under either Section 8.02 or 8.03 hereof with respect to any Outstanding Securities of or within a series: (a1) the Company must Issuer(s) irrevocably deposit with the TrusteeTrustee for the Securities of that series, (or another trustee satisfying the requirements of Section 7.10, who shall agree to comply with the provisions of this Article 8 applicable to it) in trust, for the benefit of the Holders of the Securities of the applicable seriesHolders, (i) an amount of cash money in United States dollarssuch currency or currencies, (ii) or currency unit or currency units, in which such Security is then specified as payable at maturity, non-callable U.S. Government Obligations which, through scheduled payment applicable to such Securities (determined on the basis of principal and interest in respect thereof in accordance with their terms, will provide, not later than one Business Day before the due date of any payment of principal of, premium, if anycurrency or currencies, or interest on the currency unit or currency units, in which such Securities of such series, cash in an amountare then specified as payable at maturity), or (iii) a any combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal ofof (including any sinking fund payment or analogous payments applicable to such Outstanding Securities), interest premium and premiumAdditional Amounts, if any, and interest on such Outstanding Securities on the outstanding Securities of the applicable series on the Stated Maturity stated date for payment thereof or on the applicable redemption date, as the case may be, and any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due, and the Company must specify whether the Securities of the applicable series are being defeased to maturity or to a particular redemption date; (b2) in the case of an election under Section 8.02 hereof, the Company shall Issuer(s) have delivered to the Trustee for the Securities of that series an Opinion of Counsel in the United States reasonably acceptable to the such Trustee confirming that that: (i) the Company has Issuer(s) have received from, or there has been published by, the Internal Revenue Service IRS a ruling or ruling; or (ii) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding such Outstanding Securities of the applicable series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c3) in the case of an election under Section 8.03 hereof, the Company shall have delivered Issuer(s) must deliver to the such Trustee for Securities of that series an Opinion of Counsel in the United States reasonably acceptable to the such Trustee confirming that the Holders of the outstanding such Outstanding Securities of the applicable series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default shall have occurred in respect of Securities of that series and be continuing on the date of such deposit (other than a Default or Event of Default in respect of that series resulting from the borrowing of funds to be applied to such deposit) or insofar as Sections 6.01(e) or (f) hereof are concerned, at any time in the period ending on the 91st day after the date of deposit (or greater period of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the deposit by the Company); (e5) 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 in respect of Securities of that series) to which Ventas, Inc. or any of its Restricted Subsidiaries is a party or by which Ventas, Inc. or any of its Restricted Subsidiaries is bound; (6) the Company shall have delivered Issuer(s) must deliver to the Trustee for Securities of that series an Officers' Certificate stating that the deposit was not made by Issuer(s) with the intent of preferring the Holders of such Securities over the other creditors of Issuer(s) with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer(s) or others; (7) the Issuer(s) must deliver to the Trustee for Securities of that series an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and (8) notwithstanding any other provisions of this Section, such Legal Defeasance or Covenant Defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer(s) in connection therewith pursuant to Section 2.02.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 8.03 or 8.03 8.04 hereof to the outstanding Securities of one or more series: In order to exercise either Legal Defeasance or Covenant DefeasanceNotes: (a1) the The Company must shall irrevocably deposit have deposited or caused to be deposited with the Trustee, Trustee (or another trustee satisfying the requirements of Section 7.10, 7.10 hereof who shall agree to comply with the provisions of this Article 8 VIII applicable to it) as trust funds in trusttrust for the purpose of making the following payments, for specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of the applicable seriessuch Notes, (i) an amount of cash in United States dollarsU.S. Dollars, (ii) non-callable U.S. Government Obligations which, through scheduled payment of principal and interest in respect thereof in accordance with their terms, will provide, not later than one Business Day before the due date of any payment of principal of, premium, if any, or interest on the Securities of such series, cash in an amountObligations, or (iii) a combination thereof, sufficientin such amounts, as will be sufficient in each case, in the opinion of a nationally recognized firm of independent public accountantsaccountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge the principal of, interest and premium, if any, interest on and Liquidated Damages, if any, with respect to the outstanding Notes on the outstanding Securities of the applicable series on the Stated Maturity stated maturity or on the applicable redemption datedate fixed for redemption, as the case may be, and any mandatory sinking fund payments applicable to the Securities of such series principal or installment of principal of, premium, if any, interest on the day on which and Liquidated Damages, if any, with respect to such payments are dueNotes, and the Company must specify shall have specified whether the Securities of the applicable series Notes are being defeased to maturity or to a particular redemption datedate fixed for redemption; (b2) in In the case of an election under Section 8.02 8.03 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable satisfactory to the Trustee confirming that that: (iA) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or 62 64 (iiB) since the date of this Indenturehereof, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel opinion shall confirm that, the Holders of the outstanding Securities of the applicable series Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c3) in In the case of an election under Section 8.03 8.04 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable satisfactory to the Trustee confirming to the effect that the Holders of the outstanding Securities of the applicable series Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) 91 days pass after the deposit specified in clause (1) of this Section 8.05 is made and during such 91-day period, no Default or Event of Default set forth in Section 6.01(5) or 6.01(6) hereof occurs with respect to the Company which is continuing at the end of such 91-day period; (5) no Default or Event of Default shall have has occurred and be is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) or insofar as Sections 6.01(e) or (f) hereof are concerned, at any time in the period ending on the 91st day and after the date of deposit (or greater period of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the deposit by the Company)giving effect thereto; (e6) Such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (7) The Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit made by the Company pursuant to its election under Section 8.03 or 8.04 hereof was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; and (8) The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of CounselCounsel in the United States (on which the Trustee may conclusively rely), each stating that all conditions precedent provided for or relating to either the Legal Defeasance under Section 8.03 hereof or the Covenant Defeasance under Section 8.04 hereof (as the case may be) have been complied withwith as contemplated by this Section 8.05.

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 Securities of one or more series: In order to exercise either Legal Defeasance or Covenant DefeasanceNotes and Subsidiary Guarantees: (a1) the Company must shall irrevocably deposit have deposited or caused to be deposited with the Trustee, Trustee (or another trustee satisfying the requirements of Section 7.10, 7.10 who shall agree to comply with the provisions of this Article 8 Eight applicable to it) as trust funds in trusttrust for the purpose of making the following payments, for specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of the applicable seriessuch Notes, (ia) an amount of cash in United States dollarsU.S. Dollars in an amount, or (iib) non-callable U.S. Government Obligations which, Securities which through the scheduled payment of principal and interest and Liquidated Damages, if any, in respect thereof in accordance with their terms, terms will provide, not later than one Business Day day before the due date of any payment of principal of, premium, if any, or interest on the Securities of such seriespayment, cash in U.S. Dollars in an amount, or (iiic) a combination thereof, in such amounts, as will be sufficient, in the opinion of a nationally recognized firm of independent public accountantsaccountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge the principal of, premium, if any, and interest and premiumLiquidated Damages, if any, on the outstanding Securities of the applicable series Notes on the Stated Maturity stated maturity or on the applicable redemption date, as the case may be, and any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due, and the Company must specify whether the Securities of the applicable series Notes are being defeased to maturity or to a particular redemption datedate of such principal or installment of principal, premium, if any, or interest; PROVIDED that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such non-callable Government Securities to said payments with respect to the Notes; (b2) in In the case of an election under Section 8.02, either (i) (A) the Notes will become due and payable at their stated maturity within one year after the date of such election pursuant to Section 8.02 hereofor, within one year after the date of such election, the Notes will be redeemable at the option of the Company and will be redeemed by the Company pursuant to irrevocable instructions issued to the Trustee at the time of such election for the giving of a notice of redemption by the Trustee for such redemption and (B) the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable satisfactory to the Trustee to the effect that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to Federal income tax in the same amount, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred or (ii) the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably satisfactory to the Trustee confirming that (iA) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (iiB) since the date of this Indenturehereof, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel opinion shall confirm that, the Holders of the outstanding Securities of the applicable series Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had has not occurred; (c3) in In the case of an election under Section 8.03 hereof8.03, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable satisfactory to the Trustee confirming to the effect that the Holders of the outstanding Securities of the applicable series Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal Federal income tax on in the same amountsamount, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no No Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) or insofar or, in so far as Sections 6.01(eSection 6.01(viii) or (fix) hereof are is concerned, at any time in the period ending on the 91st day after the date of such deposit (or greater period it being understood that this condition shall not be deemed satisfied until the expiration of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the deposit by the Companyperiod); (e5) Such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company or any of its Subsidiaries is a party, including the New Credit Agreement, or by which the Company or any of its Subsidiaries is bound; (6) In the case of an election under either Section 8.02 or 8.03, the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating the deposit made by the Company pursuant to the Legal Defeasance or the Covenant Defeasance have been complied with.its election under Section 8.02 or

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Securities of one or more series: In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance under either Section 8.02 or 8.03 hereof: (a1) the Company must shall irrevocably deposit have deposited or caused to be deposited with the TrusteeTrustee as trust funds in trust for the purpose of making the following payments, (or another trustee satisfying the requirements of Section 7.10specifically pledged as security for, who shall agree to comply with the provisions of this Article 8 applicable to it) in trustand dedicated solely to, for the benefit of the Holders of the Securities of the applicable seriesNotes, (iA) an amount of cash (in United States U.S. dollars), or (iiB) non-callable U.S. Government Obligations which, Securities which through the scheduled payment of principal and interest in respect thereof in accordance with their terms, terms will provide, not later than one Business Day day before the due date of any payment of principal of, of and premium, if any, or interest on and interest, if any, for the Securities of such seriesNotes, cash money in an amount, or (iiiC) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountantsaccountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of, interest of (and premium, if any) and interest, if any, on the outstanding Securities of the applicable series Notes on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of interest, if any, and (ii) all amounts due the Trustee under Section 7.06; provided, that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such Government Securities to said payments with respect to the Notes. Before such a deposit, the Company may give to the Trustee an irrevocable notice of its election to redeem all or any portion of Notes at a future date in accordance with the terms of this Indenture. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (2) No Default or Event of Default with respect to the Notes shall have occurred and be continuing on the applicable redemption date, as the case may be, and any mandatory sinking fund payments applicable to the Securities date of such series deposit or, insofar as clauses (10) and (11) of Section 6.01 are concerned, at any time during the period ending on the 91st day on after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (3) Such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which such payments are due, and the Company must specify whether the Securities of the applicable series are being defeased to maturity is a party or to a particular redemption date;by which it is bound. (b4) in In the case of an election Legal Defeasance under Section 8.02 hereof8.02, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming stating that (ix) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (iiy) since the date of execution of this Indenture, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel opinion shall confirm that, the Holders of the such outstanding Securities of the applicable series Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance defeasance had not occurred;. (c5) in In the case of an election Covenant Defeasance under Section 8.03 hereof8.03, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming effect that the Holders of the such outstanding Securities of the applicable series Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance covenant defeasance had not occurred;. (d6) no Default or Event of Default The Company shall have delivered to the Trustee an Opinion of Counsel in Canada or a ruling from the Canada Revenue Agency to the effect that the Holders and Beneficial Owners of such outstanding Notes will not recognize income, gain or loss for Canadian federal, provincial or territorial income tax or other tax purposes as a result of such defeasance or covenant defeasance, as applicable, and will be subject to Canadian federal, provincial and territorial income tax and other tax on the same amounts, in the same manner and at the same times as would have been the case had such defeasance or covenant defeasance, as applicable, not occurred (and be continuing for the purposes of such opinion, such Canadian counsel shall assume that Holders and Beneficial Owners of the Notes include Holders and Beneficial Owners who are not resident in Canada). (7) The Company is not an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada) on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) or insofar as Sections 6.01(e) or (f) hereof are concerned, at any time in during the period ending on the 91st day after the date of such deposit (or greater period it being understood that this condition shall not be deemed satisfied until the expiration of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws insofar as those apply to the deposit by the Companyperiod);. (e) the 8) The Company shall have delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or in this Section 8.04, relating to either the Legal Defeasance under Section 8.02 or the Covenant Defeasance under Section 8.03 (as the case may be), have been complied with. (9) The Company shall have paid all amounts due and payable to the Trustee.