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 Notes. The Legal Defeasance or Covenant Defeasance may be exercised only if: (a) the Company irrevocably deposits with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination of cash in U.S. dollars and non-callable U.S. Government Securities, sufficient, in the opinion of a firm of independent public accountants of recognized international standing, to pay the principal, premium, if any, and interest on the outstanding Notes on the Stated Maturity or on the next available redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to that particular redemption date; (b) in the case of Legal Defeasance, the Company delivers to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date hereof, 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 will confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in the case of Covenant Defeasance, the Company delivers to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Event of Default under Sections 6.01(g) or (h) shall have occurred with respect to the Company at any time in the period ending on the 91st day after the cash and/or non-callable U.S. Government Securities have been deposited in the defeasance trust;

Conditions to Legal or Covenant Defeasance. The following shall be the conditions In order to the application of exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof to the outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised only ifhereof: (a1) the Company must irrevocably deposits deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the NotesSecurities of a Series, cash in U.S. dollarssuch currency, currencies or currency units in which such Securities are then specified as payable at Stated Maturity, non-callable U.S. Government Securities, or a combination of cash thereof, in U.S. dollars and non-callable U.S. Government Securities, such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants of recognized international standingaccountants, to pay the principalprincipal of, premium, if any, and interest on the outstanding Notes Securities of such Series on the Stated Maturity stated date for payment thereof or on the next available applicable redemption date, as the case may be, and the Company must specify whether the Notes Securities of such Series are being defeased to maturity or to that a particular redemption date; (b2) in the case of Legal Defeasancean election under Section 8.02 hereof, the Company delivers has delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that that: (aA) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or ruling; or (bB) since the date hereofof 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 will shall confirm that, the Holders of the outstanding Notes Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c3) in the case of Covenant Defeasancean election under Section 8.03 hereof, the Company delivers must deliver to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default under Sections 6.01(g) or (h) with respect to Securities of such Series shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default with respect to Securities of such Series resulting from the borrowing of funds to be applied to such deposit); (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) with respect to such Securities to which the Company at or any time in of its Subsidiaries is a party or by which the period ending on Company or any of its Subsidiaries is bound; (6) the 91st day after Company must deliver to the cash and/or non-callable U.S. Government Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Securities of such Series over the other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others; and (7) the Company must deliver to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been deposited in the defeasance trust;complied with.

Conditions to Legal or Covenant Defeasance. The following shall be are the conditions precedent to the application of either Section 8.02 8.2 or 8.03 8.3 hereof to the outstanding Notes. The : In order to exercise either Legal Defeasance or Covenant Defeasance may be exercised only ifDefeasance: (a1) the Company must irrevocably deposits deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination of cash thereof, in U.S. dollars and non-callable U.S. Government Securities, such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants of recognized international standingaccountants, to pay the principalprincipal of, premium, if any, and interest on the outstanding Notes on the Stated Maturity stated date for payment thereof or on the next available applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to that particular redemption date; (b2) in the case of Legal Defeasance, the Company delivers shall have delivered to the Trustee an Opinion opinion of Counsel counsel in the United States reasonably acceptable to the Trustee confirming that that: (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or ruling; or (b) since the date hereofof 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 will shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c3) in the case of Covenant Defeasance, the Company delivers shall have delivered to the Trustee an Opinion opinion of Counsel counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default under Sections 6.01(g) or (h) shall have occurred and be continuing on the date of such deposit (other than a Default or an Event of Default resulting from the borrowing of funds to fund the deposit referred to in clause (1) above); (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowings), the Credit Agreement 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 Officers' Certificate stating that the deposit 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 (7) 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. Notwithstanding the foregoing, the Opinion of Counsel required by clause (2) above with respect to a Legal Defeasance need not be delivered if all Notes not theretofore delivered to the Company at any time Trustee for cancellation (1) have become due and payable or (2) will become due and payable on the maturity date within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the period ending on name, and at the 91st day after expense, of the cash and/or non-callable U.S. Government Securities have been deposited in the defeasance trust;Company.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions In order to the application of exercise either Section 8.02 or 8.03 hereof to the outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised only ifunder either Section 13.2 or Section 13.3 hereof: (a) the Company must irrevocably deposits deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the NotesSecurities, cash in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination of cash in U.S. dollars and non-callable U.S. Government SecuritiesObligations, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants of recognized international standingaccountants, to pay the principalprincipal of, and interest and premium, if any, and interest on, the Outstanding Securities on the outstanding Notes on the Stated Maturity stated date for payment thereof or on the next available applicable redemption date, as the case may be, and the Company must specify whether the Notes Securities are being defeased to maturity such stated date for payment or to that a particular redemption date; (b) in the case of Legal Defeasancean election under Section 13.2 hereof, the Company delivers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that stating that: (ai) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or ruling; or (bii) since the date hereofIssue 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 will confirm state that, the Holders of the outstanding Notes Outstanding Securities 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 Covenant Defeasancean election under Section 13.3 hereof, the Company delivers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming stating that the Holders of the outstanding Notes Outstanding Securities 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 under Sections 6.01(gshall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (e) the deposit must not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (f) such Legal Defeasance or Covenant Defeasance must 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; (g) the Company must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Securities over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others; (h) shall have occurred with respect the Company must deliver to the Company at any time Trustee an Officer’s Certificate stating that all conditions precedent set forth in the period ending on the 91st day after the cash and/or non-callable U.S. Government Securities clauses (a) through (f) of this Section 13.4 have been deposited complied with; and (i) the Company must deliver to the Trustee an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, qualifications and exclusions) stating that all conditions precedent set forth in the defeasance trust;clauses (b), (c) and (f) of this Section 13.4 have been complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions In order to the application of exercise either Section 8.02 or 8.03 hereof to the outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised only ifunder either Section 8.2 or 8.3 hereof: (a1) the Company must irrevocably deposits deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the NotesHolders, cash in U.S. dollarsDollars, non-callable U.S. Government SecuritiesObligations, or a combination of cash thereof, in U.S. dollars and non-callable U.S. Government Securities, such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants of recognized international standingaccountants, to pay the principal, principal of and premium, if any, and interest interest, due on the outstanding Notes issued under this Indenture on the Stated Maturity stated maturity date or on the next available applicable redemption date, as the case may be, and the Company must specify whether the such Notes are being defeased to maturity or to that a particular redemption date; (b2) in the case of Legal Defeasance, the Company delivers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable in the United States confirming that, subject to the Trustee confirming that customary assumptions and exclusions; (aA) the Company has received from, or there has been published by, the United States Internal Revenue Service a ruling or ruling; or (bB) since the date hereofissuance of such Notes, there has been a change in the applicable U.S. federal income tax law, ; in either case to the effect that, and based thereon such Opinion of Counsel will in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders, in their capacity as Holders of the outstanding Notes 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 in the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c3) in the case of Covenant Defeasance, the Company delivers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable in the United States confirming that, subject to customary assumptions and exclusions, the Trustee confirming that the Holders, in their capacity as Holders of the outstanding Notes Notes, will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default under Sections 6.01(g) or (hother than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) shall have occurred with respect and be continuing on the date of such deposit; (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Credit Facilities or any other material agreement or instrument (other than this Indenture) to which, the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (6) [reserved]; (7) the Company shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company at with the intent of defeating, hindering, delaying, defrauding or preferring any time creditors of the Company or any Guarantor or others; and (8) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel in the period ending on 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 91st day after Legal Defeasance or the cash and/or non-callable U.S. Government Securities Covenant Defeasance, as the case may be, have been deposited in the defeasance trust;complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions In order to the application of exercise either Section 8.02 or 8.03 hereof to the outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised only ifunder either Section 13.2 or Section 13.3 hereof: (a) the Company must irrevocably deposits deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the NotesSecurities, cash in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination of cash in U.S. dollars and non-callable U.S. Government SecuritiesObligations, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants of recognized international standingaccountants, to pay the principalprincipal of, and interest and premium, if any, and interest on, the Outstanding Securities on the outstanding Notes on the Stated Maturity stated date for payment thereof or on the next available applicable redemption date, as the case may be, and the Company must specify whether the Notes Securities are being defeased to maturity such stated date for payment or to that a particular redemption date; (b) in the case of Legal Defeasancean election under Section 13.2 hereof, the Company delivers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that that: (ai) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or ruling; or (bii) since the date hereofIssue 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 will confirm that, the Holders of the outstanding Notes Outstanding Securities 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 Covenant Defeasancean election under Section 13.3 hereof, the Company delivers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes Outstanding Securities 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 under Sections 6.01(gshall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (e) the deposit must not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (f) such Legal Defeasance or Covenant Defeasance must 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; (g) the Company must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Securities over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others; (h) shall have occurred with respect the Company must deliver to the Company at any time Trustee an Officer’s Certificate stating that all conditions precedent set forth in the period ending on the 91st day after the cash and/or non-callable U.S. Government Securities clauses (a) through (f) of this Section 13.4 have been deposited complied with; and (i) the Company must deliver to the Trustee an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, qualifications and exclusions) stating that all conditions precedent set forth in the defeasance trust;clauses (b), (c) and (f) of this Section 13.4 have been complied with.

Conditions to Legal or Covenant Defeasance. The following shall be In order to exercise either of the conditions to the application of either defeasance options under Section 8.02 or 8.03 hereof to the outstanding Notes. The 8.2 (Legal Defeasance and Discharge) or Section 8.3 (Covenant Defeasance may be exercised only ifDefeasance) hereof, the Defeasor must comply with the following conditions: (a) the Company irrevocably deposits deposit with the TrusteeTrustee or its designee, in trust (the “defeasance trustDefeasance Trust”), for the benefit of the Holders of the Notes, cash in U.S. dollarscash, non-callable U.S. Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities (with such cash and government securities) denominated in euros and U.S. Government Securities, dollars in amounts corresponding to the obligations under the Euro Notes and the Dollar Notes) in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants of recognized international standingaccountants, to pay the principalprincipal of, or interest and premium, if any, and interest on on, the outstanding Notes on the Stated Maturity or on the next available applicable redemption date, as the case may be, and the Company Defeasor must specify whether the Notes are being defeased to maturity or to that a particular redemption date; (b) in the case of Legal Defeasance, the Company delivers Defeasor shall have delivered to the Trustee (1) an Opinion opinion of Counsel U.S. counsel addressed to and reasonably acceptable to the Trustee confirming that (ai) the Company Defeasor has received from, or there has been published by, the U.S. Internal Revenue Service a ruling or (bii) since the date hereofIssue 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 will confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; and (iii) payments to and payments from the defeasance trust can be made free and exempt from any and all withholding and other taxes or whatever nature imposed or levied by or on behalf of the United Kingdom or any taxing authority thereof; (c) in the case of Covenant Defeasance, the Company delivers Defeasor shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default under Sections 6.01(g) or (h) shall have occurred with respect and be continuing on the date of such deposit in the Defeasance Trust (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (e) such Legal Defeasance or Covenant Defeasance 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 Parent or any other Guarantor is a party or by which the Parent or any other Guarantor is bound; (f) the Defeasor and the Parent shall have delivered to the Company at Trustee an Officers’ Certificate stating that the deposit was not made by the Issuer or any time in Guarantor with the period ending on intent of preferring the 91st day after Holders of Notes over the cash and/or non-callable U.S. Government Securities other creditors of the Defeasor or any Guarantor or with the intent of defeating, hindering, delaying or defrauding any creditors of the Defeasor or any Guarantor or others; and (g) the Defeasor and the Parent shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been deposited in the defeasance trust;complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised only if: (a1) the Company must irrevocably deposits deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination of cash thereof, in U.S. dollars and non-callable U.S. Government Securities, such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants of recognized international standingaccountants, to pay the principalprincipal of, and interest and premium, if any, and interest on the outstanding Notes on the Stated Maturity or on the next available applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to that a particular redemption date; (b2) in the case of Legal Defeasance, the Company delivers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming stating that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date hereofIssue 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 will confirm shall state that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c3) in the case of Covenant Defeasance, the Company delivers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming stating that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default under Sections 6.01(g) or (h) shall have occurred with respect to and be continuing either (a) on the Company date of such deposit; or (b) insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the cash and/or non-callable U.S. Government Securities date of deposit; (5) 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; (6) the Company must have delivered to the Trustee an Opinion of Counsel to the effect that, assuming no intervening bankruptcy of the Company or any Guarantor between the date of deposit and the 91st day following the deposit and assuming that no Holder is an “insider” of the Company under applicable bankruptcy law, after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, including Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code and Section 15 of the New York Debtor and Creditor Law; (7) the Company must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; (8) if the Notes are to be redeemed prior to their Stated Maturity, the Company must deliver to the Trustee irrevocable instructions to redeem all of the Notes on the specified redemption date under arrangement satisfactory to the Trustee for the giving of notice of such redemption by the Trustee in the Company’s name and at the Company’s expense; and (9) the Company must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance, as applicable, have been deposited complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause (2) of this paragraph with respect to a Legal Defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable at their Stated Maturity within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the defeasance trust;name, and at the expense, of the Company.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions In order to the application of exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof to the outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised only ifhereof: (a1) the Company must irrevocably deposits deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the NotesHolders, cash in U.S. dollars, nonU.S. dollar-callable U.S. denominated Government Securities, or a combination of cash thereof, in U.S. dollars and non-callable U.S. Government Securities, such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants of recognized international standingaccountants, to pay the principalprincipal of, premium, if any, on and interest interest, if any, on the outstanding Notes on the Stated Maturity stated date for payment thereof or on the next available applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity such stated date for payment or to that a particular redemption date; (b2) in the case of Legal Defeasancean election under Section 8.02 hereof, the Company delivers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that that, subject to customary assumptions and exclusions: (aA) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or ruling; or (bB) since the date hereofof 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 will shall confirm that, subject to customary assumptions and exclusions, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c3) in the case of Covenant Defeasancean election under Section 8.03 hereof, the Company delivers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that that, subject to customary assumptions and exclusions, the Holders of the outstanding Notes will not recognize income, gain or loss for 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 Event Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Default under Sections 6.01(g) or (hLiens in connection therewith) shall have occurred with respect and be continuing on the date of such deposit; (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under the Senior Credit Facilities, or any other material agreement or instrument (other than this Indenture) to which, the Company or any Guarantor is a party or by which the Company or any Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness, and, in each case, the granting of Liens in connection therewith); (6) the Company must deliver to the Trustee an Opinion of Counsel to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions following the deposit, the trust funds will not be subject to the effect of Section 547 of Title 11 of the United States Code; (7) the Company at must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company with the intent of defeating, hindering, delaying or defrauding any time in creditors of the period ending on Company or any Guarantor or others; and (8) the 91st day after Company must deliver to the cash and/or non-callable U.S. Government Securities Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been deposited in the defeasance trust;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 8.3 hereof to the outstanding Notes. The In order to exercise Legal Defeasance or Covenant Defeasance may be exercised only ifDefeasance: (a1) the Company must irrevocably deposits deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination of cash in U.S. dollars dollars, and non-callable U.S. Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants of recognized international standingaccountants, to pay the principalprincipal of, and interest, Special Interest, if any, and premium, if any, and interest on the outstanding Notes on the Stated Maturity stated date for payment or on the next available redemption dateapplicable Redemption Date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity such stated date for payment or to that a particular redemption date;Redemption Date (b2) in the case of Legal Defeasance, the Company delivers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that that: (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling; or (b) since the date hereofof 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 will confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will shall be subject to federal income tax on in the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c3) in the case of Covenant Defeasance, the Company delivers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will shall not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will shall be subject to federal income tax on 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; (d4) no Default or Event of Default under Sections 6.01(g) or (h) shall have has occurred and be continuing with respect to the Company at any time in the period ending Notes on the 91st day after date of such deposit (other than a Default or Event of Default resulting from the cash and/or non-callable U.S. Government Securities borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any Indebtedness incurred under clause (1) of Permitted Debt; (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (6) the Company must deliver to the Trustee an Officers’ Certificate stating that such 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; and (7) the Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been deposited in the defeasance trust;complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised only if: (a) the Company irrevocably deposits with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination of cash in U.S. dollars and non-callable U.S. Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants of recognized international standingaccountants, to pay the principalprincipal of, premiumor interest and premium and Additional Interest, if any, and interest on the outstanding Notes on the Stated Maturity or on the next available applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to that a particular redemption date; (b) in the case of Legal Defeasance, the Company delivers to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date hereof, 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 will confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in the case of Covenant Defeasance, the Company delivers to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (e) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under Sections 6.01(gany material agreement or instrument (including, without limitation, the Credit Agreement, but excluding the indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries may is bound; (hf) shall have occurred with respect the Company delivers to the Trustee an Officers' Certificate stating that the deposit was not made by the Company at any time in with the period ending on intent of preferring the 91st day after Holders of Notes over the cash and/or non-callable U.S. Government Securities Company's other creditors with the intent of defeating, hindering, delaying or defrauding the Company's creditors or others; and (g) the Company delivers to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been deposited in the defeasance trust;complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions In order to the application of exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof to the outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised only ifhereof: (a1) the Company must irrevocably deposits deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the NotesHolders, cash in U.S. United States dollars, non-callable U.S. Government Securities, or a combination of cash in U.S. United States dollars and non-callable U.S. Government Securities, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants of recognized international standingaccountants, to pay the principalprincipal of, premiumpremium and Special Interest, if any, and interest on on, the outstanding Notes on the Stated Maturity stated date for payment thereof or on the next available applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity such stated date for payment or to that a particular redemption date; (b2) in the case of Legal Defeasancean election under Section 8.02 hereof, the Company delivers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that that: (aA) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or ruling; or (bB) since the date hereofof 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 will shall confirm that, subject to customary assumptions and exclusions, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c3) in the case of Covenant Defeasancean election under Section 8.03 hereof, the Company delivers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that that, subject to customary assumptions and exclusions, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default under Sections 6.01(ghas occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other Indebtedness), and the granting of Liens to secure such borrowings); (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (hother than this Indenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) shall have occurred with respect to which the Company or any of the Guarantors is a party or by which the Company or any of the Guarantors is bound; (6) the Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company at with the intent of preferring the Holders of Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any time in creditors of the period ending on Company or others; and (7) the 91st day after Company must deliver to the cash and/or non-callable U.S. Government Securities Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been deposited in the defeasance trust;complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions In order to the application of exercise either Section 8.02 or 8.03 hereof to the outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised only ifunder either Section 8.2 or 8.3 hereof: (ai) the Company must irrevocably deposits deposit with the Trustee, in trust (the “defeasance trustDefeasance Trust”), for the benefit of the Holders of the NotesHolders, cash in U.S. dollars, non-callable dollars or U.S. Government Securities, Obligations or a combination of cash thereof in U.S. dollars and non-callable U.S. Government Securities, such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants of recognized international standingaccountants, to pay the principal, principal of and premium, if any, and interest due on the outstanding Notes issued under this Indenture on the Stated Maturity stated maturity date or on the next available applicable redemption date, as the case may be, and the Company must specify whether the such Notes are being defeased to maturity or to that a particular redemption date, provided, that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption; and any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) shall only be required to be deposited with the Trustee on or prior to the date of redemption; (bii) in the case of Legal Defeasance, the Company delivers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable in the United States stating that, subject to the Trustee confirming that customary assumptions and exclusions; (a1) the Company has received from, or there has been published by, the United States Internal Revenue Service a ruling or ruling; or (b2) since the date hereofissuance of such Notes, there has been a change in the applicable U.S. federal income tax law, ; in either case to the effect stating that, and based thereon such Opinion of Counsel will in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders and beneficial owners of the outstanding Notes Notes, in their capacity as Holders and beneficial owners of the Notes, will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (ciii) in the case of Covenant Defeasance, the Company delivers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable in the United States, subject to the Trustee confirming that customary assumptions and exclusions, stating that, subject to customary assumptions and exclusions, the Holders and beneficial owners of the outstanding Notes Notes, in their capacity as Holders and beneficial owners of the Notes, will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (div) no Default or Event of Default under Sections 6.01(g) or (hother than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) shall have occurred with respect and be continuing on the date of such deposit; (v) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Credit Facilities or any other material agreement or instrument (other than this Indenture) to which, the Issuers or any Guarantor is a party or by which the Issuers or any Guarantor is bound; (vi) the Issuers shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company at with the intent of defeating, hindering, delaying, defrauding or preferring any time in creditors of the period ending on Company; (vii) for any redemption that requires the 91st day after payment of the cash and/or non-callable U.S. Government Securities Applicable Premium, the Issuers shall have delivered to the Trustee an Officer’s Certificate not less than two Business Days prior to the deposit of any Applicable Premium Deficit that (i) sets forth such Applicable Premium Deficit and (ii) confirms that such Applicable Premium Deficit shall be applied toward such redemption; and (viii) the Issuers shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions), each stating that all conditions precedent provided for or relating to Legal Defeasance or Covenant Defeasance, as the case may be, have been deposited in the defeasance trust;complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions In order to the application of exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof to the outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised only ifhereof: (a1) the Company Issuers must irrevocably deposits deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination of cash in U.S. dollars and non-callable U.S. Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants of recognized international standingaccountants, to pay the principalprincipal of, or interest and Special Interest, if any, and premium, if any, and interest on the outstanding Notes on the Stated Maturity stated date for payment thereof or on the next available applicable redemption date, as the case may be, and the Company Issuers must specify whether the Notes are being defeased to maturity such stated date for payment or to that a particular redemption date; (b2) in the case of Legal Defeasancean election under Section 8.02 hereof, the Company delivers Issuers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that that: (aA) the Company has Issuers have received from, or there has been published by, the Internal Revenue Service a ruling or ruling; or (bB) since the date hereofIssue 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 will shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c3) in the case of Covenant Defeasancean election under Section 8.03 hereof, the Company delivers Issuers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default under Sections 6.01(g) or (h) shall have occurred with respect and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuers or any Guarantor is a party or by which the Issuers or any Guarantor is bound; (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which Xxxxx Energy Partners or any of its Subsidiaries is a party or by which Xxxxx Energy Partners or any of its Subsidiaries is bound; (6) the Issuers must deliver to the Company at Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes over the other creditors of the Issuers with the intent of defeating, hindering, delaying or defrauding any time in creditors of the period ending on Issuers or others; and (7) the 91st day after Issuers must deliver to the cash and/or non-callable U.S. Government Securities Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been deposited in the defeasance trust;complied with.

Conditions to Legal or Covenant Defeasance. (a) The following shall be the conditions to the application of either Section 8.02 10.2 or 8.03 10.3 hereof to any Securities or any series of Securities, as the outstanding Notes. The Legal Defeasance or Covenant Defeasance case may be, to be exercised only ifdefeased: (ai) the Company shall irrevocably deposits deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the NotesSecurities as to which Legal Defeasance or Covenant Defeasance will occur, cash in U.S. dollarslegal tender, non-callable U.S. Government Obligations, a combination thereof, or other obligations as may be provided as contemplated by Section 3.1(15) with respect to such Securities, or a combination of cash in U.S. dollars and non-callable U.S. Government Securities, such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants of recognized international standingaccountants, to pay the principalprincipal of, premium, if any, and interest on the outstanding Notes such Securities on the Stated Maturity stated date for payment thereof or on the next available redemption datedate of such principal or installment of principal of, as the case may bepremium, if any, or interest on such Securities, and the Company must specify whether Trustee, for the Notes are being defeased to maturity or to that particular redemption datebenefit of the Holders of such Securities, has a valid and perfected security interest in obligations so deposited; (bii) in the case of Legal Defeasance, the Company delivers shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that that: (aA) the Company has received from, or there has been published by, by the Internal Revenue Service Service, a ruling or (bB) since the date hereofof 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 will shall confirm that, the Holders of the outstanding Notes such Securities 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 Covenant Defeasance, the Company delivers 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 Notes such Securities 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 Event of Default under Sections 6.01(gSection 8.1(v) or (hSection 8.1(vi) shall have occurred with respect to the Company occurs, at any time in the period ending on the 91st day after the cash and/or non-callable U.S. Government date of deposit; (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 (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; (vii) such Legal Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be qualified under such Act or exempt from regulation thereunder; and (viii) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the conditions precedent provided for 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 validity and perfection of the security interest), (ii), (iii) and (v) of this paragraph have been complied with. (b) If the funds deposited in with the Trustee to effect Covenant Defeasance are insufficient to pay the principal of, premium, if any, and interest on the Securities to be so defeased when due, then the obligations of the Company under this Indenture with respect to such Securities will be revived and no such defeasance trust;will be deemed to have occurred.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions In order to the application of exercise either Section 8.02 or 8.03 hereof to the outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised only ifunder either Section 13.2 or Section 13.3 hereof: (a) the Company Partnership must irrevocably deposits deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the NotesSecurities, cash in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination of cash in U.S. dollars and non-callable U.S. Government SecuritiesObligations, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants of recognized international standingaccountants, to pay the principalprincipal of, and interest and premium, if any, and interest on, the Outstanding Securities on the outstanding Notes on the Stated Maturity stated date for payment thereof or on the next available applicable redemption date, as the case may be, and the Company Partnership must specify whether the Notes Securities are being defeased to maturity such stated date for payment or to that a particular redemption date; (b) in the case of Legal Defeasancean election under Section 13.2 hereof, the Company delivers Partnership must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that that: (ai) the Company Partnership has received from, or there has been published by, the Internal Revenue Service a ruling or ruling; or (bii) since the date hereofIssue 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 will confirm that, the Holders of the outstanding Notes Outstanding Securities 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 Covenant Defeasancean election under Section 13.3 hereof, the Company delivers Partnership must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes Outstanding Securities 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 under Sections 6.01(gshall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (e) the deposit must not result in a breach or violation of, or constitute a default under, any other instrument to which the Partnership or any Guarantor is a party or by which the Partnership or any Guarantor is bound; (f) such Legal Defeasance or Covenant Defeasance must 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 Partnership or any of its Subsidiaries is a party or by which the Partnership or any of its Subsidiaries is bound; (g) the Partnership must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Partnership with the intent of preferring the Holders of Securities over the other creditors of the Partnership with the intent of defeating, hindering, delaying or defrauding any other creditors of the Partnership or others; (h) shall have occurred with respect the Partnership must deliver to the Company at any time Trustee an Officer’s Certificate stating that all conditions precedent set forth in the period ending on the 91st day after the cash and/or non-callable U.S. Government Securities clauses (a) through (f) of this Section 13.4 have been deposited complied with; and (i) the Partnership must deliver to the Trustee an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, qualifications and exclusions) stating that all conditions precedent set forth in the defeasance trust;clauses (b), (c) and (f) of this Section 13.4 have been complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions (a) In order to the application of exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof to the outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised only ifhereof: (ai) the Company must irrevocably deposits deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination of cash in U.S. dollars and non-callable U.S. Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants of recognized international standingdelivered to the Trustee, to pay the principalprincipal of, and interest and premium, if any, and interest on the outstanding Notes issued hereunder on the Stated Maturity or on the next available applicable redemption date, as the case may be, and the Company must specify whether the such Notes are being defeased to maturity or to that a particular redemption date; (bii) in the case of Legal Defeasancean election under Section 8.02 hereof, the Company delivers has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date hereofIssue 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 will confirm that, the Holders of the outstanding Notes issued hereunder 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 Covenant Defeasancean election under Section 8.03 hereof, the Company delivers has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes issued hereunder 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 under Sections 6.01(g) or (h) shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from, or arising in connection with, the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing); (v) 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; (vi) the Company must deliver to the Trustee an Officers' Certificate stating that the deposit referred to in clause (i) was not made by the Company with the intent of preferring the Holders over the other creditors of the Company or any Guarantor or with the intent of defeating, hindering, delaying or defrauding creditors of the Company or any Guarantor or others; and (vii) the Company must deliver to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance of the Notes have been complied with. (b) Notwithstanding the foregoing, the Opinion of Counsel required by clauses (a)(ii) and (a)(iii) above with respect to a Legal Defeasance or a Covenant Defeasance, as applicable, need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable on the maturity date within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. (c) Upon satisfaction of the conditions set forth herein and upon the request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company at any time in the period ending on the 91st day after the cash and/or non-callable U.S. Government Securities have been deposited in the defeasance trust;terminates.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions Company may exercise its Legal Defeasance option or its Covenant Defeasance option with respect to the application Outstanding Securities of either Section 8.02 or 8.03 hereof to the outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised a particular series only if: (a) the The Company shall irrevocably deposits have deposited or caused to be deposited with the Trustee, Trustee (or another trustee satisfying the requirements of Section 7.10 who shall agree to comply with the provisions of this Article VIII applicable to it) as trust funds in trust (for the “defeasance trust”)purpose of making the following payments, for specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Notessuch Securities: (i) an amount in such currency, cash currencies or currency unit in U.S. dollarswhich such Securities and any related coupons are then specified as payable at Stated Maturity, or (ii) non-callable U.S. Government SecuritiesObligations that through the scheduled payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (iii) a combination of cash thereof, in U.S. dollars and non-callable U.S. Government Securities, such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants in the United States in the case of recognized international standingU.S. Government Obligations, to pay and discharge, and that shall be applied by the principalTrustee (or other qualifying trustee) to pay and discharge, the principal of (and premium, if any) and interest, and interest if any, on such Outstanding Securities on the outstanding Notes on the Stated Maturity stated maturity date of such principal and any installment of principal, or on the next available redemption dateinterest or premium, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to that particular redemption dateif any; (b) in In the case of Legal Defeasancean election under Section 8.02 hereof, the Company delivers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that that: (ai) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (bii) since the date hereof, 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 will shall confirm that, the Holders beneficial owners of the outstanding Notes Outstanding Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in In the case of Covenant Defeasancean election under Section 8.03 hereof, the Company delivers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders beneficial owners of the outstanding Notes Outstanding Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no No Default or Event of Default under Sections 6.01(g) or (h) shall have occurred with respect to the Company at any time in Securities of such series, other than resulting from the period ending borrowing of funds, or liens related thereto, to be applied to such deposit or similar deposits for other series of securities, shall have occurred and be continuing on the 91st day after date of such deposit (it being understood that this condition shall not be deemed satisfied until the cash and/or non-callable U.S. Government Securities 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 is bound (other than a breach, violation or default resulting from the borrowing of funds, or liens related thereto, to be applied to such deposit or similar deposits for other series of securities); and (f) The Company 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 the Legal Defeasance or the Covenant Defeasance have been deposited in the defeasance trust;complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised only if: (a) the Company Issuer must irrevocably deposits deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination of cash thereof, in U.S. dollars and non-callable U.S. Government Securities, such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants of recognized international standingaccountants, to pay the principalprincipal of, premium, if any, and interest due on the outstanding Notes on the Stated Maturity stated maturity date or on the next available redemption dateRedemption Date, as the case may be, of such principal, premium, if any, or interest on such Notes and the Company Issuer must specify whether the such Notes are being defeased to maturity or to that a particular redemption dateRedemption Date; (b) in the case of Legal Defeasance, the Company delivers Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that that, subject to customary assumptions and exclusions, (ai) the Company Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling or ruling, or (bii) since the date hereofissuance of the Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel will shall confirm that, subject to customary assumptions and exclusions, the Holders holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in the case of Covenant Defeasance, the Company delivers Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that that, subject to customary assumptions and exclusions, the Holders holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Event Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness, and, in each case the granting of Default under Sections 6.01(g) or (hLiens in connection therewith) shall have occurred with respect and be continuing on the date of such deposit; (e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Senior Credit Facilities or any other material agreement or instrument (other than this Indenture) to which, the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith); (f) the Issuer shall have delivered to the Company at Trustee an Opinion of Counsel to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions following the deposit, the trust funds will not be subject to the effect of Section 547 of Title 11 of the United States Code; (g) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying or defrauding any time in creditors of the period ending on Issuer or any Guarantor or others; and (h) the 91st day after Issuer shall have delivered to the cash and/or non-callable U.S. Government Securities Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been deposited in the defeasance trust;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 Notes. The Legal Defeasance or Covenant Defeasance may be exercised only if: (a1) the Company must irrevocably deposits deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the NotesNotes issued hereunder, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination of cash in U.S. dollars and non-callable U.S. Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants of recognized international standingaccountants, to pay the principalprincipal of, premiumor interest and premium and Additional Interest, if any, and interest on the outstanding Notes issued hereunder on the Stated Maturity stated maturity or on the next available applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to that a particular redemption date; (b2) in the case of Legal Defeasance, the Company delivers has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date hereofof 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 will confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c3) in the case of Covenant Defeasance, the Company delivers has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Event of Default under Sections 6.01(ghas occurred and is continuing on the date of such deposit (other than an Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowings) or, insofar as Events of Default resulting from the borrowing of funds or (h) shall have occurred with respect to the Company insolvency events are concerned, at any time in the period ending on the 91st day after the cash and/or non-callable U.S. Government Securities date of deposit; (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (6) the Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes over the other creditors of the Company or any Guarantor or with the intent of defeating, hindering, delaying or defrauding creditors of the Company or any Guarantor or others; and (7) the Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel (which may be subject to certain qualifications), each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been deposited complied with. Notwithstanding the foregoing, the requirements of clause (2) above with respect to a Legal Defeasance need not be complied with if all Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable on the maturity date within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the defeasance trust;name, and at the expense, of the Company.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions In order to the application of exercise either Section 8.02 or 8.03 hereof to the outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised only ifwith respect to any series of Securities under either Section 13.2 or Section 13.3 hereof: (a) the Company Partnership must irrevocably deposits deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the NotesSecurities of such series, cash in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination of cash in U.S. dollars and non-callable U.S. Government SecuritiesObligations, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants of recognized international standingaccountants, to pay the principalprincipal of, and interest and premium, if any, and interest on, the Outstanding Securities of such series on the outstanding Notes on the Stated Maturity stated date for payment thereof or on the next available redemption dateapplicable Redemption Date, as the case may be, and the Company Partnership must specify whether the Notes Securities are being defeased to maturity such stated date for payment or to that a particular redemption dateRedemption Date; (b) in the case of Legal Defeasancean election under Section 13.2 hereof, the Company delivers Partnership must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that stating that: (ai) the Company Partnership has received from, or there has been published by, the Internal Revenue Service a ruling or ruling; or (bii) since the date hereofIssue 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 will confirm state that, the Holders of the outstanding Notes Outstanding Securities of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in the case of Covenant Defeasancean election under Section 13.3 hereof, the Company delivers Partnership must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming stating that the Holders of the outstanding Notes Outstanding Securities of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default under Sections 6.01(gwith respect to such series of 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); (e) the deposit must not result in a breach or violation of, or constitute a default under, any other instrument to which the Partnership or any Guarantor is a party or by which the Partnership or any Guarantor is bound; (f) such Legal Defeasance or Covenant Defeasance must 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 Partnership or any of its Subsidiaries is a party or by which the Partnership or any of its Subsidiaries is bound; (g) the Partnership must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Partnership with the intent of preferring the Holders of such Securities over the other creditors of the Partnership with the intent of defeating, hindering, delaying or defrauding any creditors of the Partnership or others; (h) shall have occurred with respect the Partnership must deliver to the Company at any time Trustee an Officer’s Certificate stating that all conditions precedent set forth in the period ending on the 91st day after the cash and/or non-callable U.S. Government Securities clauses (a) through (f) of this Section 13.4 have been deposited complied with; and (i) the Partnership must deliver to the Trustee an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, qualifications and exclusions) stating that all conditions precedent set forth in the defeasance trust;clauses (b), (c) and (f) of this Section 13.4 have been complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions In order to the application of exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof to the outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised only ifhereof: (a) the The Company must irrevocably deposits deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable U.S. Government Securitiesgovernment obligations, or a combination of cash in U.S. dollars and non-callable U.S. Government Securities, sufficientthereof, in the opinion of a firm of independent public accountants of recognized international standingsuch amounts as will be sufficient, to pay the principalprincipal of, premium, if any, and interest on the outstanding Notes on the Stated Maturity stated maturity or on the next available applicable optional redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to that particular redemption date; (b) in the case of Legal Defeasancean election under Section 8.02 hereof, the Company delivers must deliver to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that that: (a1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or law; (b2) since the date hereofof 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 will shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance 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 Legal Defeasance had not occurred; (c) in the case of Covenant Defeasancean election under Section 8.03 hereof, the Company delivers must deliver to the Trustee an Opinion of Counsel Counsel, subject to customary assumptions and exceptions, reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default under Sections 6.01(g) or (h) shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from a failure to comply with respect Section 4.09 as a result of the borrowing of the funds required to effect such deposit and the granting of Liens in connection therewith); (e) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which the Company or any of its Restricted Subsidiaries is a party or by which the Company or any of its Restricted Subsidiaries is bound; (f) the Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by them with the intent of preferring the Holders of the Notes over any of the Company’s other creditors or with the intent of defeating, hindering, delaying or defrauding any of their other creditors or others; and (g) the Company at any time in must deliver to the period ending on Trustee an Officers’ Certificate stating that all conditions precedent provided for or relating to the 91st day after Legal Defeasance or the cash and/or non-callable U.S. Government Securities Covenant Defeasance relating to the Notes have been deposited in the defeasance trust;complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions In order to the application of exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof to the outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised only ifhereof: (a) the Company must irrevocably deposits deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the NotesHolders, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in such amounts as will be sufficient, without consideration of cash in U.S. dollars and non-callable U.S. Government Securities, sufficientany reinvestment of interest, in the opinion of a an accounting, appraisal or investment banking firm of independent public accountants of recognized international national standing, to pay the principalprincipal of, premium, if any, on, and interest on interest, if any, on, the outstanding Notes on the Stated Maturity stated date for payment thereof or on the next available applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity such stated date for payment or to that a particular redemption date (provided that if such redemption is made as provided in Section 3.07(b), (x) the amount of cash in U.S. dollars, non-callable Government Securities, or a combination thereof, that must be irrevocably deposited will be determined using an assumed Applicable Premium calculated as of the date of such deposit and (y) the depositor must irrevocably deposit or cause to be deposited additional money in trust on the redemption date as necessary to pay the Applicable Premium as determined on such date); (b) in the case of Legal Defeasancean election under Section 8.02 hereof, the Company delivers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that that: (a1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or ruling; or (b2) since the date hereofof 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 will confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in the case of Covenant Defeasancean election under Section 8.03 hereof, the Company delivers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default under Sections 6.01(ghas occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other Indebtedness), and the granting of Liens to secure such borrowings); (e) 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 (hother than this Indenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) shall have occurred with respect to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (f) the Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company at with the intent of preferring the Holders of the Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any time in creditors of the period ending on Company or others; and (g) the 91st day after Company must deliver to the cash and/or non-callable U.S. Government Securities Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been deposited in the defeasance trust;complied with.

Conditions to Legal or Covenant Defeasance. (a) The following shall be the conditions to the application of either Section 8.02 10.2 or 8.03 10.3 hereof to any Securities or any series of Securities, as the outstanding Notes. The Legal Defeasance or Covenant Defeasance case may be, to be exercised only ifdefeased: (ai) the Company shall irrevocably deposits deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the NotesSecurities as to which Legal Defeasance or Covenant Defeasance will occur, cash in U.S. dollarslegal tender, non-callable U.S. Government Obligations, a combination thereof, or other obligations as may be provided as contemplated by Section 3.1(15) with respect to such Securities, or a combination of cash in U.S. dollars and non-callable U.S. Government Securities, such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants of recognized international standingaccountants, to pay the principalprincipal of, premium, if any, and interest on the outstanding Notes such Securities on the Stated Maturity stated date for payment thereof or on the next available redemption datedate of such principal or installment of principal of, as the case may bepremium, if any, or interest on such Securities, and the Company must specify whether Trustee, for the Notes are being defeased to maturity or to that particular redemption datebenefit of the Holders of such Securities, has a valid and perfected security interest in obligations so deposited; (bii) in the case of Legal Defeasance, the Company delivers shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that that: (aA) the Company has received from, or there has been published by, by the Internal Revenue Service Service, a ruling or (bB) since the date hereofof 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 will shall confirm that, the Holders of the outstanding Notes such Securities 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 Covenant Defeasance, the Company delivers 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 Notes such Securities 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 Event of Default under Sections 6.01(gSection 8.1(v) or (hSection 8.1(vi) shall have occurred with respect to the Company occurs, at any time in the period ending on the 91st day after the cash and/or non-callable U.S. Government date of deposit; (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 (excluding this Indenture) to which the Company, the Guarantor or any of its Subsidiaries is a party or by which the Company, the Guarantor 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 the Guarantor or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company, the Guarantor or others; (vii) such Legal Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be qualified under such Act or exempt from regulation thereunder; and (viii) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the conditions precedent provided for 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 validity and perfection of the security interest), (ii), (iii) and (v) of this paragraph have been complied with. (b) If the funds deposited in with the Trustee to effect Covenant Defeasance are insufficient to pay the principal of, premium, if any, and interest on the Securities to be so defeased when due, then the obligations of the Company under this Indenture with respect to such Securities will be revived and no such defeasance trust;will be deemed to have occurred.

Conditions to Legal or Covenant Defeasance. (a) The following shall be the conditions to the application of either Section 8.02 10.2 or 8.03 10.3 hereof to any Securities or any series of Securities, as the outstanding Notes. The Legal Defeasance or Covenant Defeasance case may be, to be exercised only ifdefeased: (ai) the Company shall irrevocably deposits deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the NotesSecurities as to which Legal Defeasance or Covenant Defeasance will occur, cash in U.S. dollarslegal tender, non-callable U.S. Government Obligations, a combination thereof, or other obligations as may be provided as contemplated by Section 3.1(15) with respect to such Securities, or a combination of cash in U.S. dollars and non-callable U.S. Government Securities, such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants of recognized international standingaccountants, to pay the principalprincipal of, premium, if any, and interest on the outstanding Notes such Securities on the Stated Maturity stated date for payment thereof or on the next available redemption datedate of such principal or installment of principal of, as the case may bepremium, if any, or interest on such Securities, and the Company must specify whether Trustee, for the Notes are being defeased to maturity or to that particular redemption datebenefit of the Holders of such Securities, has a valid and perfected security interest in obligations so deposited; (bii) in the case of Legal Defeasance, the Company delivers shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that that: (aA) the Company has received from, or there has been published by, by the Internal Revenue Service Service, a ruling or (bB) since the date hereofof 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 will shall confirm that, the Holders of the outstanding Notes such Securities 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 Covenant Defeasance, the Company delivers 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 Notes such Securities 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 Event of Default under Sections 6.01(gSection 8.1(v) or (hSection 8.1(vi) shall have occurred with respect to the Company occurs, at any time in the period ending on the 91st day after the cash and/or non-callable U.S. Government date of deposit; (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 (excluding this Indenture) to which the Company, the Guarantor or any of its Subsidiaries is a party or by which the Company, the Guarantor 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 the Guarantor or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company, the Guarantor or others; (vii) such Legal Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be qualified under such Act or exempt from regulation thereunder; and (viii) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the conditions precedent provided for 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 validity and perfection of the security interest), (ii), (iii) and (v) of this paragraph have been complied with. (a) If the funds deposited in with the Trustee to effect Covenant Defeasance are insufficient to pay the principal of, premium, if any, and interest on the Securities to be so defeased when due, then the obligations of the Company under this Indenture with respect to such Securities will be revived and no such defeasance trust;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 or 8.03 hereof to the outstanding Notes. The : In order to exercise either Legal Defeasance or Covenant Defeasance may be exercised only if:Defeasance, (a) the Company must irrevocably deposits deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination of cash thereof, in U.S. dollars and non-callable U.S. Government Securities, such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants of recognized international standingaccountants, to pay the principalprincipal of, premium, if any, and interest and Liquidated Damages, if any, on the outstanding Notes on the Stated Maturity stated maturity or on the next available applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to that a particular redemption date; (b) in the case of Legal Defeasance, the Company delivers shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that (ai) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (bii) since the date hereofOriginal Issuance Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel will shall confirm that, subject to customary assumptions and exclusions, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in the case of Covenant Defeasance, the Company delivers 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 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 under Sections 6.01(g) or (h) shall have occurred with respect and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to the Company be applied to such deposit) or, insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st 123rd day after the cash and/or non-callable U.S. Government Securities date of deposit; (e) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (f) the Company must have delivered to the Trustee an Opinion of Counsel to the effect that, subject to customary assumptions and exclusions, after the 123rd day following the deposit, the trust funds will not be subject to the effect of Section 547 of the United States Bankruptcy Code or any analogous New York State law provision or any other applicable federal or New York bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; (g) the Company must deliver to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; and (h) the Company must deliver to the Trustee an Officers' Certificate and an Opinion of Counsel (which opinion may be subject to customary assumptions and exclusions), each stating that all conditions precedent provided for relating to the Legal Defeasance or the Covenant Defeasance have been deposited in the defeasance trust;complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions In order to the application of exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof to the outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised only ifhereof: (a1) the Company must irrevocably deposits deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the NotesHolders, cash in U.S. United States dollars, non-callable U.S. Government Securities, or a combination of cash thereof, in U.S. dollars and non-callable U.S. Government Securities, such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants of recognized international standingaccountants, to pay the principal, premium, if anyprincipal of, and any interest on on, the outstanding Outstanding Notes on the Stated Maturity or on the next available redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to that particular redemption datestated date for payment thereof; (b2) in the case of Legal Defeasancean election under Section 8.02 hereof, the Company delivers has delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that that: (aA) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (ba copy of which shall accompany the Opinion of Counsel); or (B) since the date hereofof 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 will shall confirm that, the Holders of the outstanding Outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c3) in the case of Covenant Defeasancean election under Section 8.03 hereof, the Company delivers must deliver to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default under Sections 6.01(g) or (h) shall have occurred with respect and be continuing on the date of such deposit; (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Restricted Subsidiaries is a party or by which the Company or any of its Restricted Subsidiaries is bound; (6) the Company must deliver to the Trustee an Officers' Certificate stating that the deposit was not made by the Company at with the intent of preferring the Holders of Notes being defeased over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any time other creditors of the Company or others; (7) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the TIA (assuming all Notes are in default within the meaning of such Act); (8) such Legal Defeasance or Covenant Defeasance shall not result in the period ending on trust arising from such deposit constituting an investment company within the 91st day after meaning of the cash and/or non-callable U.S. Government Securities Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder; and (9) 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 deposited in the defeasance trust;complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions In order to the application of exercise either Section 8.02 or 8.03 hereof to the outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised only ifunder either Section 10.02 or 10.03 hereof: (a1) the Company must irrevocably deposits deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders holders of the NotesSecurities, cash in U.S. United States dollars, non-callable U.S. Government Securities, or a combination of cash in U.S. United States dollars and non-callable U.S. Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants of recognized international standingaccountants, to pay the principalprincipal of, or interest and premium, if any, and interest on, the outstanding Securities on the outstanding Notes on the Stated Maturity stated date for payment thereof or on the next available applicable redemption date, as the case may be, and the Company must specify whether the Notes Securities are being defeased to maturity such stated date for payment or to that a particular redemption date; (b2) in the case of Legal Defeasancean election pursuant to Section 10.02 hereof, the Company delivers has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that that: (aA) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or ruling, or (bB) since the Issue Date, or the date hereofof issuance of any Additional Security, as the case may be, 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 will confirm that, the Holders holders of the outstanding Notes Securities 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 Covenant Defeasance, the Company delivers has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes Securities will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default under Sections 6.01(g) or (h) shall have occurred with respect and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds, all or a portion of the proceeds of which will be applied to such deposit, or the grant of any Lien securing any such borrowing); (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture, the Securities and the Note Guarantees) to which the Company or any Restricted Subsidiary is a party or by which the Company or any Restricted Subsidiary is bound, unless if such breach or default would occur it is waived as of and for all purposes on or after the date of such Legal Defeasance or Covenant Defeasance; (6) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company at with the intent of preferring the holders of Securities over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any time in creditors of the period ending on Company or any Subsidiary Guarantor or others; and (7) the 91st day after Company must deliver to the cash and/or non-callable U.S. Government Securities Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been deposited in the defeasance trust;complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised only if: (a) the Company must irrevocably deposits deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the NotesHolders, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination of cash thereof, in U.S. dollars and non-callable U.S. Government Securities, such amounts as shall be sufficient, in the opinion of a nationally recognized firm of independent public accountants in the case of non-callable Government Securities (or, if a nationally recognized international standingfirm of independent public accountants declines to issue such opinion after the Company has made reasonable efforts to obtain such an opinion, in the opinion of the Company’s chief financial officer), to pay the principalprincipal of, and interest, premium, if any, and interest on the outstanding Notes on the their Stated Maturity or on the next available applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to that a particular redemption date; (b) in the case of Legal Defeasance, the Company delivers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that (aA) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (bB) since the date hereofIssue 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 will shall confirm that, the Holders of the outstanding Notes will shall not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will shall be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in the case of Covenant Defeasance, the Company delivers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will shall not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will shall be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the incurrence of Indebtedness all or a portion of the proceeds of which shall be used to defease the Notes pursuant to this Article 8 concurrently with such incurrence and the granting of Liens in connection therewith); (e) such Legal Defeasance or Covenant Defeasance shall not result in a breach of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (f) the Company must have delivered to the Trustee an Opinion of Counsel to the effect that, subject to customary assumptions and exclusions, assuming that no intervening bankruptcy of the Company between the date of the deposit and the 91st day following the deposit will occur and that no Holder of Notes is an insider of the Company under Sections 6.01(gapplicable bankruptcy law, no trust funds will be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (g) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; and (h) the Company shall have occurred with respect delivered to the Company at any time in Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the period ending on Legal Defeasance or the 91st day after the cash and/or non-callable U.S. Government Securities Covenant Defeasance have been deposited in the defeasance trust;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 8.3 hereof to the outstanding Notes. The In order to exercise Legal Defeasance or Covenant Defeasance may be exercised only ifDefeasance: (a1) the Company must irrevocably deposits deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination of cash in U.S. dollars dollars, and non-callable U.S. Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants of recognized international standingaccountants, to pay the principalprincipal of, and interest, Additional Interest, if any, and premium, if any, and interest on the outstanding Notes on the Stated Maturity date of fixed maturity or on the next available redemption dateapplicable Redemption Date, as the case may be, and the Company must specify whether the Notes are being defeased to the date of fixed maturity or to that a particular redemption date;Redemption Date (b2) in the case of Legal Defeasance, the Company delivers shall deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that that: (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or ruling; or (b) since the date hereofof 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 will shall confirm that, the Holders of the outstanding Notes will shall not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will shall be subject to federal income tax on in the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c3) in the case of Covenant Defeasance, the Company delivers shall deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will shall not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will shall be subject to federal income tax on 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; (d4) no Default or Event of Default under Sections 6.01(g) or (h) shall have occurred and be continuing with respect to the Company Notes 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 Events of Default pursuant to clause (9) of Section 6.1 hereof are concerned, at any time in the period ending on the 91st day after the cash and/or non-callable U.S. Government Securities date of deposit; (5) 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; (6) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that after the 91st day following the deposit (or, if any Holder or Beneficial Owner of Notes is an insider of the Company, such later date as counsel may specify in such opinion), the trust funds shall not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; (7) the Company shall have delivered to the Trustee an Officers' Certificate stating that such 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; and (8) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been deposited in the defeasance trust;complied with.

Conditions to Legal or Covenant Defeasance. (a) The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised only if: (ai) the Company must irrevocably deposits deposit or cause to be deposited with the Trustee, as trust funds in trust (the “defeasance trust”), for specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the NotesHolders, cash money in U.S. dollarsan amount, non-callable or U.S. Government SecuritiesObligations that through the scheduled payment of principal and interest thereon will provide money in an amount, or a combination of cash in U.S. dollars and non-callable U.S. Government Securitiesthereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants of recognized international standingaccountants, to pay and discharge the principal, principal of (and premium, if any, on) and interest and Liquidated Damages, if any, on the outstanding Notes on the Stated Maturity at maturity (or on the next available redemption dateupon redemption, as the case may be, and the Company must specify whether the Notes are being defeased to maturity if applicable) of such principal or to that particular redemption dateinstallment of interest or Liquidated Damages; (bii) no Default or Event of Default has occurred and is continuing on the date of such deposit or, insofar as an event of bankruptcy under Section 6.01(viii) is concerned, at any time during the period ending on the 91st day after the date of such deposit; (iii) such Legal Defeasance or Covenant Defeasance may not result in a breach or violation of, or constitute a default under, this Indenture, the Credit Agreement or any material agreement or instrument to which the Company or any Guarantor is a party or by which it is bound; (iv) in the case of Legal Defeasance, the Company delivers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming stating that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) ruling, or, since the date hereofClosing Date, there has been a change in the applicable federal income tax law, in either case to the effect thateffect, and based thereon such Opinion of Counsel will confirm thatopinion must confirm, that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (cv) in the case of Covenant Defeasance, the Company delivers must have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming 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 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 (dvi) no Event of Default under Sections 6.01(g) or (h) shall the Company must have occurred with respect delivered to the Company at any time in Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the period ending on Legal Defeasance or the 91st day after Covenant Defeasance, as the cash and/or non-callable U.S. Government Securities case may be, have been deposited in the defeasance trust;complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised only if: (a) the Company irrevocably deposits with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the NotesHolders, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination of cash in U.S. dollars and non-callable U.S. Government Securities, in an amount sufficient, in the opinion of a nationally recognized firm of independent public accountants of recognized international standingaccountants, to pay the principal, premium, if any, and interest on the outstanding Notes on the Stated Maturity or on the next available redemption date, as the case may be, and the Company must shall specify whether the Notes are being defeased to maturity or to that such particular redemption date; (b) in the case of Legal Defeasance, the Company delivers shall deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that (ai) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (bii) since subsequent to the date hereofIssue 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 will shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in the case of Covenant Defeasance, the Company delivers shall deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Event of Default under Sections 6.01(gSection 6.01(e) or (hf) shall have occurred with respect to the Company at any time in the period ending on the 91st day after the cash and/or non-callable U.S. Government Securities have been deposited in the defeasance trust; (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 Restricted Subsidiary is a party or by which the Company or any Restricted Subsidiary is bound; (f) the Company shall deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over other creditors of the Company with the intent of defeating, hindering, delaying or defrauding such other creditors; and (g) the Company deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions In order to the application of exercise either Section 8.02 or 8.03 hereof to the outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised only ifunder either Section 13.2 or Section 13.3 hereof: (a) the Company Partnership must irrevocably deposits deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the NotesSecurities, cash in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination of cash in U.S. dollars and non-callable U.S. Government SecuritiesObligations, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants of recognized international standingaccountants, to pay the principalprincipal of, and interest and premium, if any, and interest on, the Outstanding Securities on the outstanding Notes on the Stated Maturity stated date for payment thereof or on the next available applicable redemption date, as the case may be, and the Company Partnership must specify whether the Notes Securities are being defeased to maturity such stated date for payment or to that a particular redemption date; (b) in the case of Legal Defeasancean election under Section 13.2 hereof, the Company delivers Partnership must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that that: (ai) the Company Partnership has received from, or there has been published by, the Internal Revenue Service a ruling or ruling; or (bii) since the date hereofIssue 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 will confirm that, the Holders of the outstanding Notes Outstanding Securities 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 Covenant Defeasancean election under Section 13.3 hereof, the Company delivers Partnership must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes Outstanding Securities 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 under Sections 6.01(gshall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (e) the deposit must not result in a breach or violation of, or constitute a default under, any other instrument to which the Partnership or any Guarantor is a party or by which the Partnership or any Guarantor is bound; (f) such Legal Defeasance or Covenant Defeasance must 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 Partnership or any of its Subsidiaries is a party or by which the Partnership or any of its Subsidiaries is bound; (g) the Partnership must deliver to the Trustee an Officer's Certificate stating that the deposit was not made by the Partnership with the intent of preferring the Holders of Securities over the other creditors of the Partnership with the intent of defeating, hindering, delaying or defrauding any other creditors of the Partnership or others; (h) shall have occurred with respect the Partnership must deliver to the Company at any time Trustee an Officer's Certificate stating that all conditions precedent set forth in the period ending on the 91st day after the cash and/or non-callable U.S. Government Securities clauses (a) through (f) of this Section 13.4 have been deposited complied with; and (i) the Partnership must deliver to the Trustee an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, qualifications and exclusions) stating that all conditions precedent set forth in the defeasance trust;clauses (b), (c) and (f) of this Section 13.4 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 8.3 hereof to the outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised only if: (a) the (i) The Company shall irrevocably deposits deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the Notes, cash in U.S. dollarslegal tender, non-callable U.S. Government Securities, Obligations or a combination of cash thereof, in U.S. dollars and non-callable U.S. Government Securities, such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants of recognized international standingaccountants, to pay the principalprincipal of, premium, if any, and interest (and Liquidated Damages, if any) on the outstanding such Notes on the Stated Maturity stated date for payment thereof or on the next available redemption datedate of such principal or installment of principal of, as the case may bepremium, if any, or interest (and Liquidated Damages, if any) on such Notes, and the Company Trustee must specify whether have, for the Notes are being defeased to maturity or to that particular redemption date; benefit of the Holders of Notes, a valid, perfected, exclusive security interest in such trust; (bii) in the case of Legal Defeasance, the Company delivers shall have delivered to the Trustee an Opinion opinion of Counsel counsel in the United States reasonably acceptable to the Trustee confirming that that: (aA) the Company has received from, or there has been published by, by the Internal Revenue Service Service, a ruling or (bB) since the date hereofof this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion opinion of Counsel will counsel shall confirm that, the Holders of the outstanding such Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; ; (ciii) in the case of Covenant Defeasance, the Company delivers shall have delivered to the Trustee an Opinion opinion of Counsel counsel in the United States reasonably acceptable to the such Trustee confirming that the Holders of the outstanding such 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 under Sections 6.01(g) or (hother than a Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) shall have occurred with respect to and be continuing on the Company date of such deposit or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the cash and/or non-callable U.S. Government Securities date of deposit; (v) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under this Indenture (other than a Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) or any other material agreement or instrument 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 Notes 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 the conditions precedent provided for 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 validity and perfection of the security interest), (ii), (iii) and (v) of this paragraph have been complied with and the Company shall have delivered to the Trustee an Officers' Certificate, subject to such qualifications and exceptions as the Trustee deems appropriate, to the effect that, assuming no Holder of the Notes is an insider of the Company, the trust funds will not be subject to the effect of any applicable Federal bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally. Any Legal Defeasance or Covenant Defeasance shall be effective on the earlier of (i) the 91st day after the date of such deposit, and (ii) the day on which all of the conditions set forth in this Section 8.4 have been satisfied. If the funds deposited with the Trustee to effect Covenant Defeasance are insufficient to pay the principal of, premium, if any, and interest (and Liquidated Damages, if any) on the Notes when due, or if any court enters an order directing the repayment of the deposit to the Company or otherwise making the deposit unavailable to make payments under the Notes when due, then (so long as the insufficiency exists or the order remains in effect) the obligations of the Company and the Guarantors under this Indenture will be revived and no such defeasance trust;will be deemed to have occurred.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions In order to the application of exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof to the outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised only ifhereof: (a1) the Company Issuers must irrevocably deposits deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination of cash in U.S. dollars and non-callable U.S. Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants of recognized international standingaccountants, to pay the principalprincipal of, premiumor interest and premium and Liquidated Damages, if any, and interest on the outstanding Notes on the Stated Maturity stated date for payment thereof or on the next available applicable redemption date, as the case may be, and the Company Issuers must specify whether the Notes are being defeased to maturity such stated date for payment or to that a particular redemption date; (b2) in the case of Legal Defeasancean election under Section 8.02 hereof, the Company delivers Issuers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that that: (aA) the Company has Issuers have received from, or there has been published by, the Internal Revenue Service a ruling or ruling; or (bB) since the date hereofof 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 will shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c3) in the case of Covenant Defeasancean election under Section 8.03 hereof, the Company delivers Issuers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default under Sections 6.01(g) or (h) shall have occurred with respect and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuers or any Guarantor is a party or by which the Issuers or any Guarantor is bound; (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which Hxxxx Energy Partners or any of its Subsidiaries is a party or by which Hxxxx Energy Partners or any of its Subsidiaries is bound; (6) the Issuers must deliver to the Company at Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes over the other creditors of the Issuers with the intent of defeating, hindering, delaying or defrauding any time in creditors of the period ending on Issuers or others; and (7) the 91st day after Issuers must deliver to the cash and/or non-callable U.S. Government Securities Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been deposited in the defeasance trust;complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised only if: (a) the Company irrevocably deposits with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination Table of Contents of cash in U.S. dollars and non-callable U.S. Government Securities, sufficient, in the opinion of a firm of independent public accountants of recognized international standing, to pay the principal, premium, if any, and interest on the outstanding Notes on the Stated Maturity or on the next available redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to that particular redemption date; (b) in the case of Legal Defeasance, the Company delivers to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date hereof, 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 will confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in the case of Covenant Defeasance, the Company delivers to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Event of Default under Sections 6.01(g) or (h) shall have occurred with respect to the Company at any time in the period ending on the 91st day after the cash and/or non-callable U.S. Government Securities have been deposited in the defeasance trust;

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.01 or Section 8.02 or 8.03 hereof to the outstanding Notes. The : In order to exercise either Legal Defeasance or Covenant Defeasance may be exercised only ifDefeasance: (a) the Company Issuer must irrevocably deposits deposit, or cause to be deposited, with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination of cash thereof, in U.S. dollars and non-callable U.S. Government Securities, such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants of recognized international standingaccountants, to pay pay, without reinvestment, the principalprincipal of, premium, if any, and interest and Additional Interest, if any, on the outstanding Notes on the Stated Maturity stated maturity thereof or on the next available applicable redemption date, as the case may be, and the Company Issuer must specify whether the Notes are being defeased to maturity or to that a particular redemption date; (b) in the case of Legal Defeasance, the Company delivers Issuer must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that (a) the Company Issuer has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (b) since the date hereof, there has been a change in the applicable United States federal income tax lawlaw after the date of this Indenture, in either case to the effect that, and based thereon such Opinion of Counsel will shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of such Legal Defeasance Defeasance, and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in the case of Covenant Defeasance, the Company delivers Issuer must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of such Covenant Defeasance Defeasance, and such Holders will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default under Sections 6.01(g) or (h) shall have occurred with respect and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to the Company be applied to such deposit) or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the cash and/or non-callable U.S. Government Securities date of deposit; (e) 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 the Indenture) to which the Issuer or any of its Restricted Subsidiaries is a party or by which the Issuer or any of its Restricted Subsidiaries is bound; (f) the Issuer must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders of Notes over other creditors of the Issuer, or with the intent of defeating, hindering, delaying or defrauding creditors of the Issuer or others; and (g) the Issuer must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel in the United States reasonably acceptable to the Trustee, each stating that the conditions precedent provided for or relating to Legal Defeasance or Covenant Defeasance, as applicable, in the case of the Officers’ Certificate, in clauses (a) through (f) and, in the case of the Opinion of Counsel, in clauses (b) and (c) of this Section 8.03, have been deposited in the defeasance trust;complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions In order to the application of exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof to the outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised only ifhereof: (a1) the Company Issuers must irrevocably deposits deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination of cash in U.S. dollars and non-callable U.S. Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants of recognized international standingaccountants, to pay the principalprincipal of, premiumor interest and premium and Liquidated Damages, if any, and interest on the outstanding Notes on the Stated Maturity stated date for payment thereof or on the next available applicable redemption date, as the case may be, and the Company Issuers must specify whether the Notes are being defeased to maturity such stated date for payment or to that a particular redemption date; (b2) in the case of Legal Defeasancean election under Section 8.02 hereof, the Company delivers Issuers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that that: (aA) the Company has Issuers have received from, or there has been published by, the Internal Revenue Service a ruling or ruling; or (bB) since the date hereofof 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 will shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c3) in the case of Covenant Defeasancean election under Section 8.03 hereof, the Company delivers Issuers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default under Sections 6.01(g) or (h) shall have occurred with respect 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 any similar concurrent deposit relating to other Indebtedness) and the granting of Liens to secure such Indebtedness); (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which Targa Resources Partners or any of its Subsidiaries is a party or by which Targa Resources Partners or any of its Subsidiaries is bound; (6) the Issuers must deliver to the Company at Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes over the other creditors of the Issuers with the intent of defeating, hindering, delaying or defrauding any time in creditors of the period ending on Issuers or others; and (7) the 91st day after Issuers must deliver to the cash and/or non-callable U.S. Government Securities Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been deposited in the defeasance trust;complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions In order to the application of exercise either Section 8.02 or 8.03 hereof to the outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised only ifDefeasance: (a) the Company Issuer must irrevocably deposits deposit with the Trustee (or another qualifying trustee; for purposes of this Section 8.02 and Section 8.04, the term “Trustee” shall include such other qualifying trustee), in trust (the “defeasance trust”), for the benefit of the Holders of the NotesHolders, cash in U.S. United States dollars, non-callable U.S. Government SecuritiesNotes, or a combination of cash thereof, in U.S. dollars and non-callable U.S. Government Securities, sufficientsuch amounts as shall be sufficient (without reinvestment), in the opinion of a nationally recognized firm of independent public accountants of recognized international standingaccountants, to pay the principalprincipal of, premium, if any, and interest interest, including Additional Interest, if any, on the outstanding Notes Securities on the Stated Maturity or on the next available applicable redemption date, as the case may be, and the Company Issuer must specify whether the Notes Securities are being defeased to maturity or to that a particular redemption date; (b) in the case of Legal Defeasance, the Company delivers Issuer 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: (aA) the Company Issuer has received from, or there has been published by, the Internal Revenue Service a ruling or (bB) since the date hereofClosing 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 will confirm that, the Holders of the outstanding Notes Securities 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 Covenant Defeasance, the Company delivers Issuer 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 Notes Outstanding Securities will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Event Default (other than a Default resulting from the borrowing of Default under Sections 6.01(g) or (hfunds to be applied to such deposit and the grant of any Lien securing such borrowing) shall have occurred with respect and be continuing on the date of such deposit; (e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Issuer or any of its Restricted Subsidiaries is a party or by which the Issuer or any of its Restricted Subsidiaries is bound; (f) the Issuer shall have delivered to the Company at Trustee an Opinion of Counsel (subject to customary assumptions and qualifications) to the effect that, assuming no intervening bankruptcy of the Issuer or any time in Guarantor between the period ending on date of deposit and the 91st 123rd day following the deposit and assuming that no Holder is an “insider” of the Issuer under applicable bankruptcy law, after the cash and/or non123rd day following the deposit, the trust funds shall not be subject to the effect of Section 547 of the United States Bankruptcy Code or any analogous New York State law provision; (g) the Issuer shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over the other creditors of the Issuer or the Guarantors, as applicable, or with the intent of defeating, hindering, delaying or defrauding creditors of the Issuer or the Guarantors, as applicable, or others; and (h) the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions), each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance (other than the expiration of the 123-callable U.S. Government Securities day period referred to above) have been deposited in the defeasance trust;complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised only if: (a) the Company irrevocably deposits with the Trustee, in trust (the “defeasance trust”"DEFEASANCE TRUST"), for the benefit of the Holders of the NotesHolders, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination of cash in U.S. dollars and non-callable U.S. Government Securities, in an amount sufficient, in the opinion of a nationally recognized firm of independent public accountants of recognized international standingaccountants, to pay the principalprincipal of, or premium, if any, and interest on the outstanding Notes on the Stated Maturity or on the next available redemption date, as the case may be, and the Company must shall specify whether the Notes are being defeased to maturity or to that such particular redemption date; (b) in the case of Legal DefeasanceDefeasance under Section 8.02 hereof, the Company delivers shall deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that (ai) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (bii) since subsequent to the date hereofIssue 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 will shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in the case of Covenant DefeasanceDefeasance under Section 8.03 hereof, the Company delivers shall deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default under Sections 6.01(g) or (h) shall have occurred with respect and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound; (f) the Company shall deliver to the Trustee an Officers' Certificate stating that the deposit was not made by the Company at any time in with the period ending on intent of preferring the 91st day after Holders over other creditors of the cash and/or non-callable U.S. Government Securities Company with the intent of defeating, hindering, delaying or defrauding such other creditors; and (g) the Company delivers to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been deposited in the defeasance trust;complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions In order to the application of exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof to the outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised only ifhereof: (a1) the Company must irrevocably deposits deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination of cash in U.S. dollars and non-callable U.S. Government Securities, in amounts as will be sufficient, in the opinion of a an investment bank, appraisal firm or firm of independent public accountants of recognized international standingnational standing in the United States or Canada, to pay the principalprincipal of, premiumor interest and premium and Special Interest, if any, and interest on on, the outstanding Notes on the Stated Maturity or on the next available applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity such Stated Maturity or to that a particular redemption date; (b2) in the case of Legal Defeasancean election under Section 8.02 hereof, the Company delivers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that that: (aA) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or or; or (bB) since the date hereofof 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 will shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c3) in the case of Covenant Defeasancean election under Section 8.03 hereof, the Company delivers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default under Sections 6.01(g) or (h) shall have occurred with respect and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (5) in the case of an election under Section 8.02 or 8.03, the Company must deliver to the Company at any time Trustee an Opinion of Counsel in Canada to the effect that Holders of the outstanding Notes will not recognize income, gain or loss for Canadian federal or provincial income tax or other tax purposes as a result of such Legal Defeasance or Covenant Defeasance, as applicable, and will be subject to Canadian federal or provincial income tax and other tax on the same amounts, in the period ending on same manner and at the 91st day after the cash and/or non-callable U.S. Government Securities same times as would have been deposited the case if such Legal Defeasance or Covenant Defeasance, as applicable, had not occurred (which condition may not be waived by any Holder or the Trustee); (6) 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 defeasance trustCompany or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (7) the Company must deliver to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (8) the Company must deliver to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions In order to the application of exercise either Section 8.02 or 8.03 hereof to the outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised only ifunder either Section 14.3 or Section 14.4 with respect to the Debt Securities of any such series hereof: (a1) the Company must irrevocably deposits deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the NotesDebt Securities of such series, cash in U.S. dollarsthe currency in which such Debt Securities are denominated, non-callable U.S. Government Securities, or a combination of cash thereof, in U.S. dollars and non-callable U.S. Government Securities, such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants of recognized international standingaccountants, to pay the principal, principal of and premium, if any, and interest on the outstanding Notes Debt Securities of such series on the Stated Maturity stated date for payment thereof or on the next available applicable redemption date, as the case may be, and the Company must specify whether the Notes Debt Securities of such series are being defeased to maturity such stated date for payment or to that a particular redemption date; (b2) in the case of Legal Defeasancean election under Section 14.3 hereof, the Company delivers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that that: (aA) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or ruling; or (bB) since the date hereofof 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 will shall confirm that, the Holders of the outstanding Notes Debt Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c3) in the case of Covenant Defeasancean election under Section 14.4 hereof, the Company delivers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes Debt Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default under Sections 6.01(g) or (h) shall have occurred with respect to the Company at any time in the period ending Debt Securities of such series shall have occurred and be continuing on the 91st day after date of such deposit; (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument to which the cash and/or non-callable U.S. Government Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (6) the Company must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of the Debt Securities of such series over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company; and (7) the Company must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been deposited in the defeasance trust;complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions In order to the application of exercise either Section 8.02 or 8.03 hereof to the outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised only ifunder either Sections 8.2 or 8.3 hereof with respect to Securities of any Series: (a1) the Company must irrevocably deposits deposit with the TrusteeTrustee for such Securities, in trust (the “defeasance trust”), for the benefit of the Holders of the Notessuch Securities, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination of cash thereof, in U.S. dollars and non-callable U.S. Government Securities, such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants of recognized international standingaccountants, to pay the principalprincipal of, premium, if any, and interest on, the outstanding Securities of such Series on the outstanding Notes on the Stated Maturity stated date for payment thereof or on the next available applicable redemption date, as the case may be, and the Company must specify whether the Notes such Securities are being defeased to maturity such stated date for payment or to that a particular redemption date; (b2) in the case of Legal Defeasancean election under Section 8.2 hereof, the Company delivers must deliver to the Trustee for such Securities an Opinion of Counsel reasonably acceptable to the Trustee confirming that that: (aA) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or ruling; or (bB) since the date hereofof 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 will shall confirm that, the Holders of the outstanding Notes Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c3) in the case of Covenant Defeasancean election under Section 8.3 hereof, the Company delivers must deliver to the Trustee for such Securities an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes such Securities will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default under Sections 6.01(g) or (h) with respect to such Securities shall have occurred with respect and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any guarantor of such Securities is a party or by which the Company or any such guarantor is bound; (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (6) the Company must deliver to the Trustee for such Securities an Officers’ Certificate stating that the deposit was not made by the Company at with the intent of preferring the Holders of such Securities over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any time in creditors of the period ending on Company or others; and (7) the 91st day after Company must deliver to the cash and/or non-callable U.S. Government Trustee for such Securities an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been deposited in the defeasance trust;complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised only if: (a1) the Company must irrevocably deposits deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination of cash thereof, in U.S. dollars and non-callable U.S. Government Securities, such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants of recognized international standingaccountants, to pay the principalprincipal of, and interest and premium, if any, and interest on the outstanding Notes on the Stated Maturity or on the next available applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to that a particular redemption date; (b2) in the case of Legal Defeasance, the Company delivers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date hereofIssue 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 will shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c3) in the case of Covenant Defeasance, the Company delivers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default under Sections 6.01(g) or (h) shall have occurred with respect to and be continuing either (a) on the Company date of such deposit; or (b) insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the cash and/or non-callable U.S. Government Securities date of deposit; (5) 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; (6) the Company must have delivered to the Trustee an Opinion of Counsel to the effect that, assuming no intervening bankruptcy of the Company or any Guarantor between the date of deposit and the 91st day following the deposit and assuming that no Holder is an “insider” of the Company under applicable bankruptcy law, after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, including Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code and Section 15 of the New York Debtor and Creditor Law; (7) the Company must deliver to the Trustee an Officer’s 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 creditors of the Company or others; (8) if the Notes are to be redeemed prior to their Stated Maturity, the Company must deliver to the Trustee irrevocable instructions to redeem all of the Notes on the specified redemption date under arrangement satisfactory to the Trustee for the giving of notice of such redemption by the Trustee in the Company’s name and at the Company’s expense; and (9) the Company must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance, as applicable, have been deposited complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause (2) of this paragraph with respect to a legal defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable at their Stated Maturity within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the defeasance trust;name, and at the expense, of the Company.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions In order to the application of exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof to the outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised only ifhereof: (a1) the Company must irrevocably deposits deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the NotesHolders, cash in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination of cash thereof, in U.S. dollars and non-callable U.S. Government Securities, amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants of recognized international standingaccountants, to pay make each scheduled payment of the principalprincipal of, premiumpremium on, if any, and interest on on, the outstanding Notes on the Stated Maturity stated date for payment thereof or on the next available applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity such stated date for payment or to that a particular redemption date; (b2) in the case of Legal Defeasance, the Company delivers must deliver to the Trustee an Opinion of Counsel reasonably acceptable Counsel, which such counsel shall be of recognized standing in respect of the U.S. federal income tax matters, stating that, subject to the Trustee confirming that customary assumptions and exclusions, (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date hereofof 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 will confirm that, the Holders beneficial owners of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c3) in the case of Covenant Defeasance, the Company delivers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders Counsel, which such counsel shall be of recognized standing in respect of the outstanding U.S. federal income tax matters, stating that, subject to customary assumptions and exclusions, the beneficial owners of Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Event of Default under Sections 6.01(ghas occurred and is continuing on the date of such deposit (other than an Event of Default resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other Debt), and the granting of Liens to secure such borrowings); (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (hother than this Indenture and the agreements governing any other Debt being defeased, discharged or replaced) shall have occurred with respect to which the Company or any of the Guarantors is a party or by which the Company or any of the Guarantors is bound; (6) the Company must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company at with the intent of preferring the Holders over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any time in creditors of the period ending on Company or others; and (7) the 91st day after Company must deliver to the cash and/or non-callable U.S. Government Securities Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been deposited in the defeasance trust;complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions In order to the application of exercise either Section 8.02 or 8.03 hereof to the outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised only ifunder either Section 8.02 or Section 8.03 hereof: (a) the Company must irrevocably deposits deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the NotesHolders, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination of cash thereof, in U.S. dollars and non-callable U.S. Government Securities, such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants of recognized international standingdelivered to the Trustee, to pay the principalprincipal of, premium, if any, on, and interest on interest, if any, on, the outstanding Notes on the Stated Maturity stated date for payment thereof or on the next available applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity such stated date for payment or to that a particular redemption date; (b) in the case of Legal Defeasancean election under Section 8.02 hereof, the Company delivers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that that: (ai) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or ruling; or (bii) since the date hereofof 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 will confirm that, the Holders beneficial owners of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in the case of Covenant Defeasancean election under Section 8.03 hereof, the Company delivers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders beneficial owners of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default under Sections 6.01(ghas occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other Indebtedness), and the granting of Liens to secure such borrowings); (e) 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 (hother than this Indenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) shall have occurred with respect to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (f) the Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company at with the intent of preferring the Holders of Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any time in creditors of the period ending on Company or others; and (g) the 91st day after Company must deliver to the cash and/or non-callable U.S. Government Securities Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been deposited in the defeasance trust;complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions In order to the application of exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof to the outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised only ifhereof: (a1) the Company Issuers must irrevocably deposits deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination of cash in U.S. dollars and non-callable U.S. Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank or firm of independent public accountants of recognized international standing(if the deposit includes non-callable Government Securities), to pay the principalprincipal of, or interest and premium, if any, and interest on the outstanding Notes on the Stated Maturity stated date for payment thereof or on the next available redemption dateapplicable Redemption Date, as the case may be, and the Company Issuers must specify whether the Notes are being defeased to maturity such stated date for payment or to that a particular redemption dateRedemption Date; (b2) in the case of Legal Defeasancean election under Section 8.02 hereof, the Company delivers Issuers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that that: (aA) the Company has Issuers have received from, or there has been published by, the Internal Revenue Service a ruling or ruling; or (bB) since the date hereofIssue 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 will shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c3) in the case of Covenant Defeasancean election under Section 8.03 hereof, the Company delivers Issuers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default under Sections 6.01(g) or (h) shall have occurred with respect 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 any similar concurrent deposit relating to other Indebtedness) or the grant of Liens securing such borrowings); (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture or any other agreement governing other Indebtedness being defeased, discharged or replaced) to which Antero Midstream Partners or any of its Subsidiaries is a party or by which Antero Midstream Partners or any of its Subsidiaries is bound; (6) the Issuers must deliver to the Company at Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes over the other creditors of the Issuers or with the intent of defeating, hindering, delaying or defrauding any time in other creditors of the period ending on Issuers; and (7) the 91st day after Issuers must deliver to the cash and/or non-callable U.S. Government Securities Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been deposited in the defeasance trust;complied with.

Conditions to Legal or Covenant Defeasance. (a) The following shall be the conditions to the application of either Section 8.02 10.2 or 8.03 10.3 hereof to any Securities or any series of Securities, as the outstanding Notes. The Legal Defeasance or Covenant Defeasance case may be, to be exercised only ifdefeased: (ai) the Company shall irrevocably deposits deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the NotesSecurities as to which Legal Defeasance or Covenant Defeasance will occur, cash in U.S. dollarslegal tender, non-callable U.S. Government Obligations, a combination thereof, or other obligations as may be provided as contemplated by Section 3.1(15) with respect to such Securities, or a combination of cash in U.S. dollars and non-callable U.S. Government Securities, such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants of recognized international standingaccountants, to pay the principalprincipal of, premium, if any, and interest on the outstanding Notes such Securities on the Stated Maturity stated date for payment thereof or on the next available redemption datedate of such principal or installment of principal of, as the case may bepremium, if any, or interest on such Securities, and the Company must specify whether Trustee, for the Notes are being defeased to maturity or to that particular redemption datebenefit of the Holders of such Securities, has a valid and perfected security interest in obligations so deposited; (bii) in the case of Legal Defeasance, the Company delivers shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that that: (aA) the Company has received from, or there has been published by, by the Internal Revenue Service Service, a ruling or (bB) since the date hereofof 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 will shall confirm that, the Holders of the outstanding Notes such Securities 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 Covenant Defeasance, the Company delivers 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 Notes such Securities 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 Event of Default under Sections 6.01(gSection 8.1(v) or (hSection 8.1(vi) shall have occurred with respect to the Company occurs, at any time in the period ending on the 91st day after the cash and/or non-callable U.S. Government Securities have been deposited in the defeasance trustdate of deposit;

Conditions to Legal or Covenant Defeasance. The following shall be the conditions In order to the application of exercise either Section 8.02 or 8.03 hereof to the outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised only ifunder either Section 9.02 (“Legal Defeasance and Discharge”) or 9.03 (“Covenant Defeasance”) hereof: (a1) the Company must irrevocably deposits deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the NotesHolders, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination of cash in U.S. dollars and non-callable U.S. Government Securities, in amounts as will be sufficient, in the opinion of a an independent registered public accounting firm, independent investment banking firm of independent public accountants of nationally-recognized international standingstanding or other comparable financial professional, to pay the principalprincipal of, or interest and premium, if any, and interest on the outstanding Notes on the final Stated Maturity or on the next available applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to that a particular redemption date; (b2) in the case of Legal Defeasance, the Company delivers has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that stating that: (aA) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or ruling; or (bB) since the date hereofIssue 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 will confirm that, the Holders beneficial owners of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c3) in the case of an election under Section 9.03 (“Covenant Defeasance”) hereof, the Company delivers has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming stating that the Holders beneficial owners of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default under Sections 6.01(ghas occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit or the granting of Liens to secure such borrowings or any portion thereof) or (h) shall have occurred with respect to the Company insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the cash and/or non-callable U.S. Government Securities day of deposit; (5) such Legal Defeasance or Covenant Defeasance will not result in a breach 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, or if such breach or default would occur, which is not waived as of, and for all purposes, on an after the date of such defeasance; (6) the Company must have delivered to the Trustee an Opinion of Counsel to the effect that after the 91st day following a deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization, or similar laws affecting creditors’ rights generally; (7) the Company must 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 the Notes over the other creditors of the Company and the Guarantors with the intent of defeating, hindering, delaying or defrauding creditors of the Company, any Guarantor or others; and (8) the Company must have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been deposited in the defeasance trust;complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions In order to the application of exercise either Section 8.02 or 8.03 hereof to the outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised only ifunder either Section 14.3 or Section 14.4 with respect to the Debt Securities of any such series hereof: (a1) the Company must irrevocably deposits deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the NotesDebt Securities of such series, cash in U.S. dollarsthe currency in which such Debt Securities are denominated, non-callable U.S. Government Securities, or a combination of cash thereof, in U.S. dollars and non-callable U.S. Government Securities, such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants of recognized international standingaccountants, to pay the principal, principal of and premium, if any, and interest on the outstanding Notes Debt Securities of such series on the Stated Maturity stated date for payment thereof or on the next available applicable redemption date, as the case may be, and the Company must specify whether the Notes Debt Securities of such series are being defeased to maturity such stated date for payment or to that a particular redemption date; (b2) in the case of Legal Defeasancean election under Section 14.3 hereof, the Company delivers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that that: (aA) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or ruling; or (bB) since the date hereofof 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 will shall confirm that, the Holders of the outstanding Notes Debt Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c3) in the case of Covenant Defeasancean election under Section 14.4 hereof, the Company delivers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes Debt Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Event of Default under Sections 6.01(g) Default, and no event which with the giving of notice, the lapse of time or (h) shall have occurred both would constitute an Event of Default, with respect to the Company at any time in the period ending Debt Securities of such series shall have occurred and be continuing on the 91st day after date of such deposit; (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument to which the cash and/or non-callable U.S. Government Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (6) the Company must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of the Debt Securities of such series over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company; and (7) the Company must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the Legal Defeasance or the Covenant Defeasance have been deposited in the defeasance trust;complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions In order to the application of exercise either Section 8.02 or 8.03 hereof to the outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised only ifunder either Section 11.02 or 11.03 hereof: (a1) the Company Issuers must irrevocably deposits deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination of cash in U.S. dollars and non-callable U.S. Government Securities, sufficientin amounts as will be suffi- cient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants of recognized international standingaccountants, to pay the principalprincipal of, or interest and premium, if any, and interest on the outstanding Outstanding Notes on the Stated Maturity stated date for payment thereof or on the next available redemption dateapplicable Redemption Date, as the case may be, and the Company Issuers must specify whether the Notes are being defeased to maturity such stated date for payment or to that a particular redemption dateRedemption Date; (b2) in the case of Legal Defeasancean election under Section 11.02 hereof, the Company delivers Issuers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that that: (aA) the Company has Issuers have received from, or there has been published by, the Internal Revenue Service a ruling or ruling; or (bB) since the date hereofof 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 will shall confirm that, the Holders of the outstanding Outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c3) in the case of Covenant Defeasancean election under Section 11.03 hereof, the Company delivers Issuers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default under Sections 6.01(g) or (h) shall have occurred with respect and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (5) such Legal Defeasance or Covenant Defeasance 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 Regency Energy Partners or any of its Subsidiaries is a party or by which Regency Energy Partners or any of its Subsidiaries is bound; (6) the Issuers must deliver to the Company at Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes over the other creditors of the Issuers with the intent of defeating, hindering, delaying or defrauding any time in creditors of the period ending on Issuers or others; and (7) the 91st day after Issuers must deliver to the cash and/or non-callable U.S. Government Securities Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been deposited in the defeasance trust;complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised only if: (a) the Company irrevocably deposits with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the NotesHolders, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination of cash in U.S. dollars and non-callable U.S. Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants (a copy of recognized international standingwhich shall be provided to the Trustee), to pay the principal, premium, if any, and interest on the outstanding Notes on the Stated Maturity or on the next available redemption dateRedemption Date, as the case may be, and the Company must shall specify whether the Notes are being defeased to maturity or to that such particular redemption dateRedemption Date; (b) in the case of Legal Defeasance, the Company delivers shall deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that (ai) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (bii) since subsequent to the date hereofIssue 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 will shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in the case of Covenant Defeasance, the Company delivers shall deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default under Sections 6.01(ghas occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing); (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 (hother than this Indenture) to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound; (f) the Company shall have occurred with respect deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company at any time in with the period ending on intent of preferring the 91st day after Holders over other creditors of the cash and/or non-callable U.S. Government Securities Company with the intent of defeating, hindering, delaying or defrauding such other creditors; and (g) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been deposited in the defeasance trust;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 8.3 hereof to the outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised only if: (a1) the Company must irrevocably deposits deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the NotesNotes issued hereunder, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination of cash in U.S. dollars and non-callable U.S. Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants of recognized international standingaccountants, to pay the principalprincipal of, premiumor interest and premium and Additional Interest, if any, and interest on the outstanding Notes issued hereunder on the Stated Maturity or on the next available applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to that a particular redemption date; (b2) in the case of Legal Defeasance, the Company delivers shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date hereofof 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 in the United States will confirm that, the Holders holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c3) in the case of Covenant Defeasance, the Company delivers shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default under Sections 6.01(g) or (h) shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowings); (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than this Indenture) to which the Issuers or any Guarantor are a party or by which the Issuers or any Guarantor is bound; (6) the Company shall 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 or any Guarantor or with the intent of defeating, hindering, delaying or defrauding creditors of the Company or any Guarantor or others; and (7) the Company shall deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel in the United States, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with. Notwithstanding the foregoing, the requirements of clause (2) above with respect to a Legal Defeasance need not be complied with if all Notes not theretofore delivered to the Company at any time Trustee for cancellation (x) have become due and payable or (y) will become due and payable on the maturity date within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the period ending on name, and at the 91st day after expense, of the cash and/or non-callable U.S. Government Securities have been deposited in the defeasance trust;Company.

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 8.3 hereof to the outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised only if: (a) the (i) The Company shall irrevocably deposits have deposited or caused to be deposited with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the Notes, cash in U.S. dollarslegal tender, non-callable U.S. Government SecuritiesObligations, or a combination of cash thereof, in U.S. dollars and non-callable U.S. Government Securities, such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants of recognized international standingaccountants, to pay the principalprincipal of, premium, if any, and interest (and Liquidated Damages, if any) on the such outstanding Notes on the Stated Maturity stated date for payment thereof or on the next available redemption datedate of such principal or installment of principal of, as the case may bepremium, if any, or interest (and Liquidated Damages, if any) on such Notes, and the Company Holders of Notes must specify whether the Notes are being defeased to maturity or to that particular redemption date; have a valid, perfected, exclusive security interest in such trust, (bii) in the case of Legal Defeasance, the Company delivers shall have delivered to the Trustee an Opinion opinion of Counsel counsel in the United States reasonably acceptable to the Trustee confirming that (aA) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (bB) since the date hereofof this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion opinion of Counsel will counsel shall confirm that, the Holders of the such outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; ; (ciii) in the case of Covenant Defeasance, the Company delivers shall have delivered to the Trustee an Opinion opinion of Counsel counsel in the United States reasonably acceptable to the such Trustee confirming that the Holders of the such outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; ; (div) no Default or Event of Default under Sections 6.01(g) or (h) shall have occurred with respect to and be continuing on the Company date of such deposit or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the cash and/or non-callable U.S. Government Securities date of deposit; (v) such Legal Defeasance or Covenant Defeasance will 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; (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 Notes over the other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding the 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 the conditions precedent provided for 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 validity and perfection of the security interest), (ii), (iii) and (v) of this paragraph, have been complied with and the Company shall have delivered to the Trustee an Officers' Certificate, subject to such qualifications and exceptions as the Trustee deems appropriate, to the effect that, assuming no Holder of the Notes is an insider of the Company, the trust funds will not be subject to the effect of any applicable federal bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally. If the funds deposited in with the Trustee to effect Covenant Defeasance are insufficient to pay the principal of, premium, if any, and interest (and Liquidated Damages, if any) on the Notes when due, then the obligations of the Company and the Guarantors under this Indenture, will be revived and no such defeasance trust;will be deemed to have occurred.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions In order to the application of exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof to the outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised only ifhereof: (a1) the Company Issuers must irrevocably deposits deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the NotesNotes issued hereunder, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination of cash in U.S. dollars and non-callable U.S. Government Securities, in such amounts as shall be sufficient, in the opinion of a nationally recognized firm of independent public accountants of recognized international standingaccountants, to pay the principalprincipal of, premiumor interest and premium and Additional Interest, if any, and interest on on, the outstanding Notes issued hereunder on the Stated Maturity stated maturity thereof or on the next available applicable redemption date, as the case may be, and the Company Issuers must specify whether the Notes are being defeased to such stated maturity or to that a particular redemption date; (b2) in the case of Legal Defeasancean election under Section 8.02 hereof, the Company delivers Issuers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that that: (aA) the Company has Issuers have received from, or there has been published by, the Internal Revenue Service a ruling or ruling; or (bB) since the date hereof, 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 will shall confirm that, subject to customary assumptions and exclusions, the Holders of the respective outstanding Notes will shall not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will shall be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c3) in the case of Covenant Defeasancean election under Section 8.03 hereof, the Company delivers Issuers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that that, subject to customary assumptions and exclusions, the Holders of the respective outstanding Notes will shall not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will shall be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default under Sections 6.01(g) or (h) shall have occurred with respect and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the Company grant of Liens in connection therewith) or insofar as Events of Default (other than Events of Default resulting from the borrowing of funds to be applied to such deposit and the granting of Liens in connection therewith) resulting from the borrowing of funds or insolvency events are concerned, at any time in the period ending on the 91st day after the cash and/or non-callable U.S. Government Securities date of deposit; (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Credit Agreement or any other material agreement or instrument (other than this Indenture) to which VHS Holdco II or any of its Restricted Subsidiaries is a party or by which VHS Holdco II or any of its Restricted Subsidiaries is bound; (6) the Issuers must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes over the other creditors of the Issuers with the intent of defeating, hindering, delaying or defrauding creditors of the Issuers or others; and (7) the Issuers must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, subject to customary assumptions and exclusions, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been deposited in the defeasance trust;complied with.

Conditions to Legal or Covenant Defeasance. (a) The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised only if: (ai) the Company must irrevocably deposits deposit or cause to be deposited with the Trustee, as trust funds in trust (the “defeasance trust”), for specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the NotesHolders, cash money in U.S. dollarsan amount, non-callable or U.S. Government SecuritiesObligations that through the scheduled payment of principal and interest thereon will provide money in an amount, or a combination of cash in U.S. dollars and non-callable U.S. Government Securitiesthereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants of recognized international standingaccountants, to pay and discharge the principal, principal of (and premium, if any, on) and interest and Liquidated Damages, if any, on the outstanding Notes on the Stated Maturity at maturity (or on the next available redemption dateupon redemption, as the case may be, and the Company must specify whether the Notes are being defeased to maturity if applicable) of such principal or to that particular redemption dateinstallment of interest or Liquidated Damages; (bii) no Default or Event of Default has occurred and is continuing on the date of such deposit or, insofar as an event of bankruptcy under Section 6.01(viii) is concerned, at any time during the period ending on the 91st day after the date of such deposit; (iii) such Legal Defeasance or Covenant Defeasance may not result in a breach or violation of, or constitute a default under, this Indenture, the Security Documents, the Credit Agreement or any material agreement or instrument to which the Company or any Guarantor is a party or by which it is bound; (iv) in the case of Legal Defeasance, the Company delivers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming stating that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) ruling, or, since the date hereofIssue Date, there has been a change in the applicable federal income tax law, in either case to the effect thateffect, and based thereon such Opinion of Counsel will confirm thatopinion must confirm, that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (cv) in the case of Covenant Defeasance, the Company delivers must have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming 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 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 (dvi) no Event of Default under Sections 6.01(g) or (h) shall the Company must have occurred with respect delivered to the Company at any time in Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the period ending on Legal Defeasance or the 91st day after Covenant Defeasance, as the cash and/or non-callable U.S. Government Securities case may be, have been deposited in the defeasance trust;complied with.

Conditions to Legal or Covenant Defeasance. (a) The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised only if: (ai) the Company must irrevocably deposits deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the NotesHolders, cash in U.S. dollars, non-callable U.S. non‑callable Government Securities, or a combination of cash thereof, in U.S. dollars and non-callable U.S. Government Securities, sufficient, such amounts as will be sufficient in the opinion of a nationally recognized firm of independent public accountants accountants, investment bank or appraisal firm expressed in a written certificate of recognized international standingsuch firm of independent public accountants, investment bank or appraisal firm to the Trustee, to pay the principalprincipal of, premiumor interest and premium and Additional Interest, if any, and interest on the outstanding Notes on the Stated Maturity or on the next available applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to that a particular redemption date, provided that no such opinion shall be required in the event that the deposit is solely in U.S. dollars; (bii) in the case of Legal Defeasance, the Company delivers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date hereofIssue 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 will shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (ciii) in the case of Covenant Defeasance, the Company delivers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; ; (dib) no Default or Event of Default under Sections 6.01(g) or (h) shall have occurred with respect to and be continuing either: (a) on the Company date of such deposit; or (b) insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st 123rd day after the cash and/or non-callable U.S. Government Securities have been deposited in the defeasance trustdate of deposit;

Conditions to Legal or Covenant Defeasance. The following shall be In order to exercise either Legal Defeasance or Covenant Defeasance or discharge the conditions to the application of Indenture under either Section 8.02 or 8.03 hereof to the outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised only ifhereof: (a1) the Company must irrevocably deposits deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination of cash thereof, in U.S. dollars and non-callable U.S. Government Securities, amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants of recognized international standingreasonably satisfactory to the Trustee, to pay the principalprincipal of, premiumpremium on, if any, and interest on interest, if any, on, the outstanding Notes on the Stated Maturity stated date for payment thereof or on the next available applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity such stated date for payment or to that a particular redemption date; (b2) in the case of Legal Defeasance, the Company delivers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date hereofof 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 will confirm that, the Holders and beneficial owners of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c3) in the case of Covenant Defeasance, the Company delivers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders and beneficial owners of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default under Sections 6.01(ghas occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other Debt), and the granting of Liens to secure such borrowings); (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (hother than this Indenture and the agreements governing any other Debt being defeased, discharged or replaced) shall have occurred with respect to which the Company or any of the Subsidiary Guarantors is a party or by which the Company or any of the Subsidiary Guarantors is bound; (6) the Company must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company at with the intent of preferring the Holders of Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any time in creditors of the period ending on Company or others; and (7) the 91st day after Company must deliver to the cash and/or non-callable U.S. Government Securities Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance, the Covenant Defeasance or the discharge have been deposited in the defeasance trust;complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions In order to the application of exercise either Section 8.02 or 8.03 hereof to the outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised only ifunder either Section 8.2 or 8.3 hereof with respect to Securities of any Series: (a1) the Company must irrevocably deposits deposit with the TrusteeTrustee for such Securities, in trust (the “defeasance trust”), for the benefit of the Holders of the Notessuch Securities, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination of cash thereof, in U.S. dollars and non-callable U.S. Government Securities, such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants of recognized international standingaccountants, to pay the principalprincipal of, premium, if any, and interest on, the outstanding Securities of such Series on the outstanding Notes on the Stated Maturity stated date for payment thereof or on the next available applicable redemption date, as the case may be, and the Company must specify whether the Notes such Securities are being defeased to maturity such stated date for payment or to that a particular redemption date; (b2) in the case of Legal Defeasancean election under Section 8.2 hereof, the Company delivers must deliver to the Trustee for such Securities an Opinion of Counsel reasonably acceptable to the Trustee confirming that that: (aA) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or ruling; or (bB) since the date hereofof 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 will shall confirm that, the Holders of the outstanding Notes Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c3) in the case of Covenant Defeasancean election under Section 8.3 hereof, the Company delivers must deliver to the Trustee for such Securities an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes such Securities will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default under Sections 6.01(g) or (h) with respect to such Securities shall have occurred with respect and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (6) the Company must deliver to the Trustee for such Securities an Officers' Certificate stating that the deposit was not made by the Company at with the intent of preferring the Holders of such Securities over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any time in creditors of the period ending on Company or others; and (7) the 91st day after Company must deliver to the cash and/or non-callable U.S. Government Trustee for such Securities an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been deposited in the defeasance trust;complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions In order to the application of exercise either Section 8.02 or 8.03 hereof to the outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised only ifwith respect to the Notes issued under this Indenture: (ai) the Company Issuer must irrevocably deposits deposit with the TrusteeTrustee or its designee, in trust (the “defeasance trust”), for the benefit of the Holders of the Notes, cash in U.S. dollarscash, Cash Equivalents constituting non-callable U.S. Government Securitiesgovernment securities, or a combination of cash in U.S. dollars and Cash Equivalents constituting non-callable government securities (with such cash and government securities denominated in euros and U.S. Government Securitiesdollars in amounts correlating to the obligations under the Euro Notes and Fixed Rate Dollar Notes, respectively), in amounts as will be sufficient, in the opinion of a an internationally recognized investment bank, appraisal firm or firm of independent public accountants of recognized international standingaccountants, to pay the principalprincipal of, premium, or interest and premium and Additional Amounts (if any) on, and interest on the outstanding Notes on the Stated Maturity stated date for payment thereof or on the next available applicable redemption date, as the case may be, and the Company Issuer must specify whether the Notes are being defeased to maturity such stated date for payment or to that a particular redemption date; (bii) in the case of Legal Defeasancean election under Section 8.02, the Company delivers Issuer must deliver to the Trustee Trustee: (A) an Opinion of Counsel reasonably acceptable to the Trustee confirming that (a) the Company Issuer has received from, or there has been published by, the U.S. Internal Revenue Service a ruling or (b) since the date hereofof 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 will confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; and (B) an Opinion of Counsel in the jurisdiction of organization of the Issuer and reasonably acceptable to the Trustee to the effect that the Holders of Notes will not recognize income, gain or loss for income tax purposes of such jurisdiction as a result of such deposit and defeasance and will be subject to income tax in such jurisdiction on the same amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (ciii) in the case of Covenant Defeasancean election under Section 8.03, the Company delivers Issuer must deliver to the Trustee Trustee: (A) an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; and (B) an Opinion of Counsel in the jurisdiction of organization of the Issuer and reasonably acceptable to the Trustee to the effect that the Holders will not recognize income, gain or loss for income tax purposes of such jurisdiction as a result of such deposit and defeasance and will be subject to income tax in such jurisdiction on the same amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (div) no Default or Event of Default under Sections 6.01(g) or (h) shall have occurred with respect 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); (v) 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 Wind or any of its Subsidiaries is a party or by which Wind or any of its Subsidiaries is bound; (vi) the Issuer must deliver to the Company at Trustee an Officer’s Certificate (with a copy to each Paying Agent) stating that the deposit was not made by the Issuer with the intent of preferring the Holders of Notes over the other creditors of the Issuer or the Guarantors with the intent of defeating, hindering, delaying or defrauding any time in creditors of the period ending on Issuer, the 91st day after Guarantor(s) or others; and (vii) the cash and/or non-callable U.S. Government Securities Issuer must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel reasonably acceptable to the Trustee (with a copy to each Paying Agent), each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been deposited in the defeasance trust;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 NotesSecurities of any series. The In order to exercise Legal Defeasance or Covenant Defeasance may be exercised only ifwith respect to the Securities of any series: (a) the Company must irrevocably deposits deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the NotesSecurities of such series, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination of cash in U.S. dollars and non-callable U.S. Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants of recognized international standingaccountants, to pay the principalprincipal of, and interest and Additional Amounts, if any, and premium, if any, and interest on the outstanding Notes Securities of such series on the Stated Maturity stated date for payment or on the next available redemption dateapplicable Redemption Date, as the case may be, and the Company must specify whether the Notes Securities of such series are being defeased to maturity such stated date for payment or to that a particular redemption dateRedemption Date; (b) in the case of Legal Defeasance, the Company delivers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that that: (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling; or (b) since the date hereofof 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 will confirm that, the Holders of the outstanding Notes Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will shall be subject to federal income tax on in the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in the case of Covenant Defeasance, the Company delivers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will Securities of such series shall not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will shall be subject to federal income tax on in the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default under Sections 6.01(g) or (h) shall have has occurred and is continuing with respect to the Company at any time in the period ending Securities of such series on the 91st day after date of such deposit (other than a Default or Event of Default resulting from the cash and/or non-callable U.S. Government borrowing of funds to be applied to such deposit); (e) 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 is a party or by which the Company is bound; (f) the Company must deliver to the Trustee an Officers’ Certificate stating that such deposit was not made by the Company with the intent of preferring the Holders of Securities of such series over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; and (g) the Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been deposited in the defeasance trust;complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions In order to the application of exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof to the outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised only ifhereof: (a1) the Company Issuers must irrevocably deposits deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination of cash in U.S. dollars and non-callable U.S. Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants of recognized international standingaccountants, to pay the principalprincipal of, premiumor interest and premium and Liquidated Damages, if any, and interest on the outstanding Notes on the Stated Maturity stated date for payment thereof or on the next available redemption dateapplicable Redemption Date, as the case may be, and the Company Issuers must specify whether the Notes are being defeased to maturity such stated date for payment or to that a particular redemption dateRedemption Date; (b2) in the case of Legal Defeasancean election under Section 8.02 hereof, the Company delivers Issuers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that that: (aA) the Company has Issuers have received from, or there has been published by, the Internal Revenue Service a ruling or ruling; or (bB) since the date hereofof 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 will shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c3) in the case of Covenant Defeasancean election under Section 8.03 hereof, the Company delivers Issuers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders Hold- ers of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default under Sections 6.01(g) or (h) shall have occurred with respect and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (5) such Legal Defeasance or Covenant Defeasance 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 Regency Energy Partners or any of its Subsidiaries is a party or by which Regency Energy Partners or any of its Subsidiaries is bound; (6) the Issuers must deliver to the Company at Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes over the other creditors of the Issuers with the intent of defeating, hindering, delaying or defrauding any time in creditors of the period ending on Issuers or others; and (7) the 91st day after Issuers must deliver to the cash and/or non-callable U.S. Government Securities Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been deposited in the defeasance trust;complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions (a) In order to the application of exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof to the outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised only ifhereof: (ai) the Company must irrevocably deposits deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination of cash in U.S. dollars and non-callable U.S. Government Securities, in amounts as will be sufficient, in the written opinion of a an internationally recognized firm of independent public accountants of recognized international standingdelivered to the Trustee, to pay the principalprincipal of, and interest and premium, if any, and interest on the outstanding Notes issued hereunder on the Stated Maturity or on the next available applicable redemption date, as the case may be, and the Company must specify whether the such Notes are being defeased to maturity or to that a particular redemption date; (bii) in the case of Legal Defeasancean election under Section 8.02 hereof, the Company delivers has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date hereofof 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 will confirm that, the Holders of the outstanding Notes issued hereunder 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 Covenant Defeasancean election under Section 8.03 hereof, the Company delivers has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes issued hereunder 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 under Sections 6.01(g) or (h) shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from, or arising in connection with, the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing); (v) 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; (vi) the Company must deliver 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 referred to in clause (i), or if longer, the day immediately following the last day on which the deposit may be set aside as preferential payment under applicable law, and assuming that no Holder is an “insider” of the Company under applicable bankruptcy law, after such day following the deposit, the trust funds will not be subject to the effect of the preference provisions of Section 547 of the United States Federal Bankruptcy Code; (vii) the Company must deliver to the Trustee an Officers’ Certificate stating that the deposit referred to in clause (i) was not made by the Company with the intent of preferring the Holders over the other creditors of the Company or any Guarantor or with the intent of defeating, hindering, delaying or defrauding creditors of the Company or any Guarantor or others; and (viii) the Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance of the Notes have been complied with. (b) Notwithstanding the foregoing, the Opinion of Counsel required by clauses (ii) and (iii) above with respect to a Legal Defeasance or a Covenant Defeasance, as applicable, need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable on the maturity date within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. (c) Upon satisfaction of the conditions set forth herein and upon the request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company at any time in the period ending on the 91st day after the cash and/or non-callable U.S. Government Securities have been deposited in the defeasance trust;terminates.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions In order to the application of exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof to the outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised only ifhereof: (a1) the Company Operating Partnership must irrevocably deposits deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable U.S. Government Securitiesgovernment securities, or a combination of cash thereof, in U.S. dollars and non-callable U.S. Government Securities, amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants accountants, and without consideration of recognized international standingany reinvestment thereof, to pay the principalprincipal of, premiumpremium on, if any, and interest on and Additional Interest, if any, on, the outstanding Notes on the Stated Maturity stated date for payment thereof or on the next available applicable redemption date, as the case may be, and the Company Operating Partnership must specify whether the Notes are being defeased to maturity such stated date for payment or to that a particular redemption date; (b2) in the case of Legal Defeasance, the Company delivers Operating Partnership must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that (a) the Company Operating Partnership has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date hereofIssue 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 will confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c3) in the case of Covenant Defeasance, the Company delivers Operating Partnership must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default under Sections 6.01(g) or (h) shall have occurred with respect 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 any similar concurrent deposit relating to other Indebtedness), and the granting of Liens to secure such borrowings); (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which the REIT, the Issuers or any of the Guarantors is a party or by which the REIT, the Issuers or any of the Guarantors is bound; and (6) the Operating Partnership must deliver to the Company at any time in Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the period ending on Legal Defeasance or the 91st day after the cash and/or non-callable U.S. Government Securities Covenant Defeasance have been deposited in the defeasance trust;complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised only if: (a) the Company irrevocably deposits with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the NotesHolders, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination of cash in U.S. dollars and non-callable U.S. Government Securities, in an amount sufficient, in the opinion of a nationally recognized firm of independent public accountants of recognized international standingaccountants, to pay the principal, premium, if any, and interest on the outstanding Notes on the Stated Maturity or on the next available redemption date, as the case may be, and the Company must shall specify whether the Notes are being defeased to maturity or to that such particular redemption date; (b) in the case of Legal Defeasance, the Company delivers shall deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that (ai) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (bii) since subsequent to the date hereofIssue 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 will shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in the case of Covenant Defeasance, the Company delivers shall deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Event Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness, and in each case, the granting of Default under Sections 6.01(g) or (hLiens in connection therewith) shall have occurred with respect and be continuing on the date of such deposit; (e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any Subsidiary that is a Guarantor is a party or by which the Company or any Subsidiary that is a Guarantor is bound; (f) the Company shall deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company at any time in with the period ending on intent of preferring the 91st day after Holders over other creditors of the cash and/or non-callable U.S. Government Securities Company with the intent of defeating, hindering, delaying or defrauding such other creditors; and (g) the Company shall deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been deposited in the defeasance trust;complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions In order to the application of exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof to the outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised only ifhereof: (a1) the Company PES must irrevocably deposits deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination of cash in U.S. dollars and non-callable U.S. Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants of recognized international standingaccountants, to pay the principalprincipal of, premiumand interest, premium and Additional Interest, if any, and interest on on, the outstanding Notes on the Stated Maturity stated date for payment thereof or on the next available applicable redemption date, as the case may be, and the Company PES must specify whether the Notes are being defeased to maturity such stated date for payment or to that a particular redemption date; (b2) in the case of Legal Defeasancean election pursuant to Section 8.02 hereof, the Company delivers PES has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (subject to customary exclusions) confirming that that: (aA) the Company PES has received from, or there has been published by, the Internal Revenue Service a ruling or ruling; or (bB) since the date hereofIssue 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 will confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c3) in the case of Covenant Defeasancean election pursuant to Section 8.03 hereof, the Company delivers PES has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default under Sections 6.01(ghas occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit or the grant of any Lien securing such borrowing); (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (hother than the Indenture Documents) shall have occurred with respect to which PES or any of its Subsidiaries is a party or by which PES or any of its Subsidiaries is bound; (6) PES must deliver to the Company at Trustee an Officers’ Certificate stating that the deposit was not made by PES with the intent of preferring the Holders of Notes over the other creditors of PES or with the intent of defeating, hindering, delaying or defrauding any time in creditors of PES or others; and (7) PES must deliver to the period ending on Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the 91st day after Legal Defeasance or the cash and/or non-callable U.S. Government Securities Covenant Defeasance have been deposited in the defeasance trust;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 8.3 hereof to the outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised only if: (a1) the Company Issuers must irrevocably deposits deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the NotesNotes issued hereunder, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination of cash in U.S. dollars and non-callable U.S. Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants of recognized international standingaccountants, to pay the principalprincipal of, premiumor interest and premium and Additional Interest, if any, and interest on the outstanding Notes issued hereunder on the Stated Maturity stated maturity or on the next available applicable redemption date, as the case may be, and the Company Issuers must specify whether the Notes are being defeased to maturity or to that a particular redemption date; (b2) in the case of Legal Defeasance, the Company delivers Issuers have delivered to the Trustee an Opinion opinion of Counsel counsel reasonably acceptable to the Trustee confirming that (a) the Company has Issuers have received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date hereofof this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion opinion of Counsel counsel will confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c3) in the case of Covenant Defeasance, the Company delivers Issuers have delivered to the Trustee an Opinion opinion of Counsel counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Event of Default has occurred and is continuing on the date of such deposit (other than an Event of Default resulting from the borrowing of funds to be applied to such deposit); (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under Sections 6.01(gany material agreement or instrument (other than this Indenture) to which the Issuers or any of the Restricted Subsidiaries are a party or by which the Issuers or any of the Restricted Subsidiaries is bound; (h6) shall the Issuers must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes over the other creditors of the Issuers or with the intent of defeating, hindering, delaying or defrauding creditors of the Issuers or others; and (7) the Issuers must deliver to the Trustee an Officer’s Certificate and an opinion of counsel (which may be subject to certain qualifications), each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have occurred been complied with. Notwithstanding the foregoing, the requirements of clause (2) above with respect to a Legal Defeasance need not be complied with if all Notes not theretofore delivered to the Company at any time Trustee for cancellation (x) have become due and payable or (y) will become due and payable on the maturity date within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the period ending on name, and at the 91st day after expense, of the cash and/or non-callable U.S. Government Securities have been deposited in the defeasance trust;Issuers.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions In order to the application of exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof with respect to the outstanding such Notes. The Legal Defeasance or Covenant Defeasance may be exercised only if: (a1) the Company Issuers must irrevocably deposits deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable U.S. dollar-denominated Government Securities, or a combination of cash thereof, in U.S. dollars and non-callable U.S. Government Securities, such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants accountants, without consideration of recognized international standingreinvestment, to pay the principalprincipal of, premiumpremium on, if any, and interest on interest, if any, on, the outstanding Notes on the Stated Maturity stated date for payment thereof or on the next available applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity such stated date for payment or to that a particular redemption date; (b2) in the case of Legal Defeasancean election under Section 8.02 hereof, the Company delivers Issuers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to confirming that: (A) one of the Trustee confirming that (a) the Company Issuers has received from, or there has been published by, the Internal Revenue Service a ruling or ruling; or (bB) since the date hereofof 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 will shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c3) in the case of Covenant Defeasancean election under Section 8.03 hereof, the Company delivers Issuers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default under Sections 6.01(g) or (h) the Notes shall have occurred with respect and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other Debt), and the granting of Liens to secure such borrowings); (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture and the agreements governing any other Debt being defeased, discharged or replaced) to which the Issuers or any of the Guarantors is a party or by which the Issuers or any of the Guarantors is bound; (6) the Issuers must deliver to the Company at Trustee an Officer’s Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of the Notes over the other creditors of the Issuers with the intent of defeating, hindering, delaying or defrauding any time in creditors of the period ending on Issuers or others; and (7) the 91st day after Issuers must deliver to the cash and/or non-callable U.S. Government Securities Trustee and the Collateral Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been deposited complied with. In addition, the Collateral will be released from the Lien securing the Notes, as provided in the defeasance trust;Section 12.05 hereof, upon a Legal Defeasance or Covenant Defeasance in accordance with this Article VIII hereof.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions (a) In order to the application of exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof to the outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised only ifhereof: (ai) the Company must irrevocably deposits deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination of cash in U.S. dollars and non-callable U.S. Government Securities, in amounts as will be sufficient, in the written opinion of a an internationally recognized firm of independent public accountants of recognized international standingdelivered to the Trustee, to pay the principalprincipal of, and interest and premium, if any, and interest on the outstanding Notes issued hereunder on the Stated Maturity or on the next available applicable redemption date, as the case may be, and the Company must specify whether the such Notes are being defeased to maturity or to that a particular redemption date; (bii) in the case of Legal Defeasancean election under Section 8.02 hereof, the Company delivers has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date hereofof 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 will confirm that, the Holders of the outstanding Notes issued hereunder 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 Covenant Defeasancean election under Section 8.03 hereof, the Company delivers has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes issued hereunder 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 under Sections 6.01(g) or (h) shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from, or arising in connection with, the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing); (v) 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; (vi) the Company must deliver 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 referred to in clause (i), or if longer, the day immediately following the last day on which the deposit may be set aside as preferential payment under applicable law, and assuming that no Holder is an “inside?' of the Company under applicable bankruptcy law, after such day following the deposit, the trust funds will not be subject to the effect of the preference provisions of Section 547 of the United States Federal Bankruptcy Code; (vii) the Company must deliver to the Trustee an Officers' Certificate stating that the deposit referred to in clause (i) was not made by the Company with the intent of preferring the Holders over the other creditors of the Company or any Guarantor or with the intent of defeating, hindering, delaying or defrauding creditors of the Company or any Guarantor or others; and (viii) the Company must deliver to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance of the Notes have been complied with. (b) Notwithstanding the foregoing, the Opinion of Counsel required by clauses (ii) and (iii) above with respect to a Legal Defeasance or a Covenant Defeasance, as applicable, need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable on the maturity date within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. (c) Upon satisfaction of the conditions set forth herein and upon the request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company at any time in the period ending on the 91st day after the cash and/or non-callable U.S. Government Securities have been deposited in the defeasance trust;terminates.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 Sections 8.2 or 8.03 hereof 8.3 to the outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised only if: (a) the Company shall irrevocably deposits deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders Holders, (i) cash in United States dollars, (ii) Government Securities which through the payment of interest and principal will provide, no later than one day before the due date of payment in respect of such Notes, cash in U.S. dollarsUnited States dollars in an amount, non-callable U.S. Government Securities, or (iii) or a combination of cash thereof, in U.S. dollars and non-callable U.S. Government Securities, such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants of recognized international standingaccountants, to pay and discharge the principalprincipal of, premium, if any, and interest on the outstanding Notes on the Stated Maturity stated date for payment thereof or on the next available applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to that a particular redemption date; (b) in the case of Legal Defeasancean election under Section 8.2, the Company delivers shall have delivered to the Trustee an Opinion of Independent Counsel reasonably acceptable to in the Trustee confirming United States stating that (ai) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (bii) since the date hereofof 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 Independent Counsel will shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in the case of Covenant Defeasancean election under Section 8.3, the Company delivers shall have delivered to the Trustee an Opinion of Independent Counsel reasonably acceptable to in the Trustee confirming United States stating that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default under Sections 6.01(g) or (h) shall have occurred with respect to and be continuing on the Company date of such deposit or insofar as Section 6.1(viii) or 6.1(ix) is concerned, at any time in the period ending on the 91st day (or, if such irrevocable deposit may be subject to set aside or avoidance under then applicable bankruptcy or insolvency laws for a period of time longer than 90 days, then one day after the cash and/or non-callable U.S. Government Securities conclusion of such longer period of time) after the date of the irrevocable deposit referred to in Section 8.4(a) (it being agreed and understood that this condition shall not be 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) the Company shall have delivered to the Trustee an Opinion of Independent Counsel to the effect that, as of the date such opinion, (i) such Legal Defeasance or Covenant Defeasance shall not result in the Company, any Subsidiary Guarantor, the trust arising from the irrevocable deposit referred to in Section 8.4(a) or the Trustee being subject to regulation under, or constituting an investment company within the meaning of, the Investment Company Act of 1940, as amended, and (ii) assuming no intervening bankruptcy of the Company between the date of deposit and the 91st day following the deposit or if a longer period, the day following the end of such other preference period in effect at the time of such opinion, as applicable, following the deposit, the trust funds irrevocably deposited pursuant to Section 8.4(a) will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally under any applicable United States or state law; (g) the Company shall have delivered to the Trustee an Officers' Certificate stating that the irrevocable deposit referred in Section 8.4(a) was not made by the Company with the intent of preferring the Holders of Notes over any other creditors of the Company or any Subsidiary Guarantor with the intent of defeating, hindering, delaying or defrauding creditors of the Company, any Subsidiary Guarantor or others; (h) no event or condition shall exist that would prevent the Company from making payments of the principal of, or premium, if any, or interest on, the Notes on the date of the irrevocable deposit referred to in Section 8.4(a) or at any time during and ending on the 91st day (or such longer period as referred to in Sections 8.4(d) and (f)(ii)) after the date of such deposit; and (i) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, which, taken together, state that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been deposited in the defeasance trust;complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions In order to the application of exercise either Section 8.02 or 8.03 hereof to the outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised only ifunder either Section 12.02 or 12.03 hereof with respect to a particular series of Notes: (a) the Company Issuers must irrevocably deposits deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the NotesNotes of such series, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination of cash in U.S. dollars and non-callable U.S. Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants of recognized international standingaccountants, to pay the principal, premium, if anyprincipal of, and interest and premium on the outstanding Notes of such series on the Stated Maturity or on the next available redemption dateapplicable Redemption Date, as the case may be, and the Company Issuers must specify whether the Notes are being defeased to maturity or to that a particular redemption dateRedemption Date; (b) in the case of a Legal Defeasance, the Company delivers Issuers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that (ai) the Company has Issuers have received from, or there has been published by, the Internal Revenue Service a ruling or (bii) since the date hereofof 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 will shall confirm that, the Holders of the outstanding Notes of such series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in the case of Covenant Defeasance, the Company delivers Issuers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding applicable series of 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 under Sections 6.01(gshall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing); (e) 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 Suburban Propane or any of its Subsidiaries is a party or by which Suburban Propane or any of its Subsidiaries is bound; (f) the Issuers must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of the applicable series of Notes over the other creditors of the Issuers with the intent of defeating, hindering, delaying or defrauding creditors of the Issuers or others; (g) the Issuers must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and (h) the Issuers shall have occurred delivered to the Trustee an Opinion of Counsel to the effect that, assuming no intervening bankruptcy of the Issuers between the date of deposit and the 91st day following the date of deposit and that no Holder of the applicable series of Notes is an insider of either of the Issuers, after the 91st day following the date of deposit, the trust funds will not be subject to the effect of any applicable federal bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally. Notwithstanding the foregoing, the Opinion of Counsel required by clause (b) above with respect to a Legal Defeasance need not be delivered if all Notes not theretofore delivered to the Company at any time Trustee for cancellation (1) have become due and payable or (2) will become due and payable on the maturity date within one year, or are to be called for redemption within one year, under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the period ending on name, and at the 91st day after expense, of the cash and/or non-callable U.S. Government Securities have been deposited in the defeasance trust;Issuers.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions In order to the application of exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof to the outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised only ifhereof: (a1) the Company Issuers must irrevocably deposits deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination of cash in U.S. dollars and non-callable U.S. Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants of recognized international standingaccountants, to pay the principalprincipal of, premiumor interest and premium and Liquidated Damages, if any, and interest on the outstanding Notes on the Stated Maturity stated date for payment thereof or on the next available redemption dateapplicable Redemption Date, as the case may be, and the Company Issuers must specify whether the Notes are being defeased to maturity such stated date for payment or to that a particular redemption dateRedemption Date; (b2) in the case of Legal Defeasancean election under Section 8.02 hereof, the Company delivers Issuers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that that: (aA) the Company has Issuers have received from, or there has been published by, the Internal Revenue Service a ruling or ruling; or (bB) since the date hereofof 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 will shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c3) in the case of Covenant Defeasancean election under Section 8.03 hereof, the Company delivers Issuers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default under Sections 6.01(g) or (h) shall have occurred with respect and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (5) such Legal Defeasance or Covenant Defeasance 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 Regency Energy Partners or any of its Subsidiaries is a party or by which Regency Energy Partners or any of its Subsidiaries is bound; (6) the Issuers must deliver to the Company at Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes over the other creditors of the Issuers with the intent of defeating, hindering, delaying or defrauding any time in creditors of the period ending on Issuers or others; and (7) the 91st day after Issuers must deliver to the cash and/or non-callable U.S. Government Securities Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been deposited in the defeasance trust;complied with.

Conditions to Legal or Covenant Defeasance. (a) The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised only if: (ai) the Company must irrevocably deposits deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination of cash thereof, in U.S. dollars and non-callable U.S. Government Securities, such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants accountants, investment bank or appraisal firm expressed in a written certificate of recognized international standingsuch firm of independent public accountants, investment bank or appraisal firm to the Trustee, to pay the principalprincipal of, premiumor interest and premium and Additional Interest, if any, and interest on the outstanding Notes on the Stated Maturity or on the next available applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to that a particular redemption date; (bii) in the case of Legal Defeasance, the Company delivers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date hereofIssue 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 will shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (ciii) in the case of Covenant Defeasance, the Company delivers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (div) no Default or Event of Default under Sections 6.01(g) or (h) shall have occurred with respect to and be continuing either: (a) on the Company date of such deposit; or (b) insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st 123rd day after the cash and/or non-callable U.S. Government Securities date of deposit; (v) 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 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 must have delivered to the Trustee an Opinion of Counsel to the effect that (1) assuming no intervening bankruptcy of the Company or any Guarantor between the date of deposit and the 123rd day following the deposit and assuming that no Holder is an “insider” of the Company under applicable bankruptcy law, after the 123rd day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, including Section 547 of the United States Bankruptcy Code, and (2) the creation of the defeasance trust does not violate the Investment Company Act of 1940; (vii) the Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; (viii) if the Notes are to be redeemed prior to their Stated Maturity, the Company must deliver to the Trustee irrevocable instructions to redeem all of the Notes on the specified redemption date; and (ix) the Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been deposited in the defeasance trust;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 8.3 hereof to the outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised only if: (a1) the Company must irrevocably deposits deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the NotesNotes issued hereunder, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination of cash in U.S. dollars and non-callable U.S. Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants of recognized international standingaccountants, to pay the principalprincipal of, premiumor interest and premium and Additional Interest, if any, and interest on the outstanding Notes issued hereunder on the Stated Maturity or on the next available applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to that a particular redemption date; (b2) in the case of Legal Defeasance, the Company delivers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date hereofof 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 will confirm that, the Holders holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c3) in the case of Covenant Defeasance, the Company delivers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Event of Default under Sections 6.01(g) or (h) shall have occurred and be continuing on the date of such deposit (other than an Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowings); (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than this Indenture) to which the Company or any Guarantor are a party or by which the Company or any Guarantor is bound; (6) the Company shall 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 or any Guarantor or with the intent of defeating, hindering, delaying or defrauding creditors of the Company or any Guarantor or others; and (7) the Company shall deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel (which may be subject to certain limitations), each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with. Notwithstanding the foregoing, the requirements of clause (2) above with respect to a Legal Defeasance or clause (3) above with respect to a Covenant Defeasance need not be complied with if all Notes not theretofore delivered to the Company at any time Trustee for cancellation (x) have become due and payable or (y) will become due and payable on the maturity date within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the period ending on name, and at the 91st day after expense, of the cash and/or non-callable U.S. Government Securities have been deposited in the defeasance trust;Company.

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 hereof Section 12.03 to the outstanding Outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised only if: (a) the Company irrevocably deposits has deposited with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable money and/or U.S. Government Securities, or a combination Obligations that through the payment of cash interest and principal (including any PIK Interest) in U.S. dollars and non-callable U.S. Government Securities, sufficient, respect thereof in the opinion of a firm of independent public accountants of recognized international standing, accordance with their terms will provide money in an amount sufficient to pay (i) the principalprincipal of, premium, if any, and accrued interest on the outstanding Notes when such payments are due in accordance with the terms of this Indenture and the Notes or (ii) in the case of Legal Defeasance, accrued interest on the Notes through a scheduled Redemption Date and the principal of, and premium on the Notes on such Redemption Date; provided that, at the Stated Maturity or on the next available redemption datetime of deposit, as the case may be, and the Company must specify whether irrevocably authorizes the Notes are being defeased Trustee to maturity or issue a timely notice of redemption and to take such other steps reasonably requested by the Trustee to ensure that particular such redemption datewill be effectuated; (b) in the case of Legal Defeasancean election under Section 12.02, the Company delivers has delivered to the Trustee (i) either (x) an Opinion of Counsel reasonably acceptable to the Trustee confirming that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date hereof, 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 will confirm that, the that Holders of the outstanding Notes will not recognize income, gain or loss for federal Federal income tax purposes as a result of such Legal Defeasance the exercise by the Company of its option under this Article 12 and will be subject to federal Federal income tax on the same amounts, amount and in the same manner and at the same times as would have been the case if such Legal Defeasance deposit, defeasance and discharge had not occurred; , which Opinion of Counsel must be based upon (cand accompanied by a copy of) a ruling of the Internal Revenue Service to the same effect unless there has been a change in applicable Federal income tax law after the case of Covenant Defeasance, the Company delivers Issue Date such that a ruling is no longer required or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (ii) an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize incomeeffect that, gain or loss for federal income tax purposes as a result of such Covenant Defeasance the creation of the defeasance trust, the Company will not be required to register under the Investment Company Act of 1940 and after the passage of 123 days following the deposit, the trust fund will not be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Event effect of Default under Sections 6.01(g) or (h) shall have occurred with respect to the Company at any time in the period ending on the 91st day after the cash and/or non-callable U.S. Government Securities have been deposited in the defeasance trust;Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or

Conditions to Legal or Covenant Defeasance. The following shall be the conditions In order to the application of exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof to the outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised only ifhereof: (a1) the Company must irrevocably deposits deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the Notesseries of Notes being defeased, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination of cash in U.S. dollars and non-callable U.S. Government SecuritiesSecurities (“Funds in Trust”), in amounts as will be sufficient, in based on the opinion advice of a nationally recognized firm of independent public accountants of recognized international standingaccountants, to pay the principalprincipal of, or interest and premium, if any, and interest on on, the outstanding Notes of such series on the Stated Maturity stated date for payment thereof or on the next available applicable redemption date, as the case may be, and the Company must specify whether the such Notes are being defeased to maturity such stated date for payment or to that a particular redemption date; (b2) in the case of Legal Defeasancean election under Section 8.02 hereof, the Company delivers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that that: (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or ruling; or (b) since the date hereofIssue 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 will shall confirm that, the Holders of the outstanding Notes being defeased will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c3) in the case of Covenant Defeasancean election under Section 8.03 hereof, the Company delivers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes being defeased will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default under Sections 6.01(g) or (h) shall have occurred with respect 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 the Funds in Trust); (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company at or any time in of its Restricted Subsidiaries is a party or by which the period ending on Company or any of its Restricted Subsidiaries is bound; (6) the 91st day after Company must deliver to the cash and/or non-callable U.S. Government Securities Trustee an Officer's Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of the Notes being defeased over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and (7) the Company must deliver to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance, as applicable, have been deposited satisfied. All of the Collateral will be released from the Lien securing the Notes, as provided under Section 12.03 hereof, upon a Legal Defeasance or Covenant Defeasance in accordance with the defeasance trust;provisions described above.

Conditions to Legal or Covenant Defeasance. The following shall be are the conditions precedent to the application of either Section 8.02 8.2 or 8.03 hereof 8.3 to the outstanding Notes. The Notes as specified: In order to exercise either Legal Defeasance or Covenant Defeasance may be exercised only ifDefeasance: (a1) the Company must irrevocably deposits deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable U.S. Government Securitiesgovernment obligations, or a combination of cash thereof, in U.S. dollars and non-callable U.S. Government Securities, such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants of recognized international standingaccountants, to pay the principalprincipal of, premium, if any, and interest on the outstanding Notes on the Stated Maturity stated date for payment thereof or on the next available redemption dateapplicable Redemption Date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to that particular redemption date; (b2) in the case of Legal Defeasance, the Company delivers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that that: (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or ruling; or (b) since the date hereofof 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 will shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c3) in the case of Covenant Defeasance, the Company delivers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default under Sections 6.01(g) or (h) shall have occurred and be continuing on the date of such deposit (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowings); (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under this Indenture (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowings) or any other material agreement or instrument 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 Officers’ Certificate stating that the deposit 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; (7) 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; and (8) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that assuming no intervening bankruptcy of the Company between the date of deposit and the 91st day following the date of deposit, after the 91st day following the date of deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally. Notwithstanding the foregoing, the Opinion of Counsel required by clause (2) above with respect to a Legal Defeasance need not be delivered if all Notes not theretofore delivered to the Company at any time Trustee for cancellation (1) have become due and payable or (2) will become due and payable on the maturity date within one year, or are to be called for redemption within one year, under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the period ending on name, and at the 91st day after expense, of the cash and/or non-callable U.S. Government Securities have been deposited in the defeasance trust;Company.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions In order to the application of exercise either Section 8.02 or 8.03 hereof to the outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised only ifDefeasance: (a) the Company Issuer must irrevocably deposits deposit with the TrusteePaying Agent, in trust (the “defeasance trust”), for the benefit of the Holders of the NotesHolders, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination of cash in U.S. dollars and non-callable U.S. Government Securities, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants of recognized international standingaccountants, to pay the principalprincipal of, and premium, if any, and interest on and Additional Amounts, if any, on, the outstanding Notes on the Stated Maturity stated date for payment thereof or on the next available applicable redemption date, as the case may be, and the Company Issuer must specify whether the Notes are being defeased to maturity such stated date for payment or to that a particular redemption date; (b) in the case of Legal Defeasancean election under Section 8.02, the Company delivers Issuer shall have delivered to the Trustee Trustee, the Registrar and the Paying Agent an Opinion of Counsel reasonably acceptable to the Trustee confirming that that: (a1) the Company Issuer has received from, or there has been published by, the Internal Revenue Service a ruling or ruling; or (b2) since the date hereofIssue 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 will confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in the case of Covenant Defeasancean election under Section 8.03, the Company delivers Issuer shall have delivered to the Trustee Trustee, the Registrar and the Paying Agent an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default under Sections 6.01(g) or (h) shall have occurred with respect and be continuing on the date of such deposit (other than a Default or Event of Default resulting from, or otherwise in connection with, the borrowing of funds to be applied to such deposit pursuant to this Section 8.04 (and any similar concurrent deposit relating to other Indebtedness) or the grant of any Lien securing such borrowing); (e) 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 Parent or any of its Restricted Subsidiaries is a party or by which the Issuer or any of its Restricted Subsidiaries is bound; (f) the Issuer must deliver to the Company at Trustee, the Registrar and the Paying Agent an Officers’ Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over the other creditors of the Issuer or any time in Guarantor with the period ending on intent of defeating, hindering, delaying or defrauding any creditors of the 91st day after Issuer, any Guarantor or others; and (g) the cash and/or non-callable U.S. Government Securities Issuer shall have delivered to the Trustee, the Registrar and the Paying Agent an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been deposited in the defeasance trust;complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions In order to the application of exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof to the outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised only ifhereof: (a1) the Company must irrevocably deposits deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the NotesHolders, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination of cash in U.S. dollars and non-callable U.S. Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants of recognized international standing, to pay the principalprincipal of, or interest and premium, if any, and interest on on, the outstanding Notes on the Stated Maturity stated date for payment thereof or on the next available applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity such stated date for payment or to that a particular redemption date; (b2) in the case of Legal Defeasancean election under Section 8.02 hereof, the Company delivers has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) confirming that that: (aA) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or ruling; or (bB) since the date hereofof 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 will confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;, (c3) in the case of Covenant Defeasancean election under Section 8.03 hereof, the Company delivers has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default under Sections 6.01(ghas occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and 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 Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor is bound; (h5) shall have occurred with respect such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (6) the Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company at any time in with the period ending on intent of preferring the 91st day after Holders of Notes over the cash and/or non-callable U.S. Government Securities other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; and (7) the Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been deposited in the defeasance trust;complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions In order to the application of exercise either Section 8.02 or 8.03 hereof to the outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised only if:under either Section 13.2 (Legal Defeasance and Discharge) or 13.3 (Covenant Defeasance): (a1) the Company Issuer must irrevocably deposits deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the NotesHolders, cash in U.S. dollarseuro, non-callable U.S. Government SecuritiesGerman Governmental Obligations, or a combination of cash thereof, in U.S. dollars and non-callable U.S. Government Securities, such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants of recognized international standingaccountants, to pay the principalprincipal of, premiumpremium on, if any, and interest on on, the outstanding Outstanding Notes on the Stated Maturity stated date for payment thereof or on the next available redemption dateapplicable Redemption Date, as the case may be, and the Company Issuer must specify whether the Notes are being defeased to maturity such stated date for payment or to that a particular redemption date;Redemption Date; (b2) in the case of an election under Section 13.2 (Legal DefeasanceDefeasance and Discharge), the Company delivers Issuer must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that that: (aA) the Company Issuer has received from, or there has been published by, the Internal Revenue Service a ruling or ruling; or (bB) since the date hereofof the Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel will shall confirm that, the Holders of the outstanding Outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;occurred; (c3) in the case of an election under Section 13.3 (Covenant Defeasance), the Company delivers Issuer must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;occurred; (d4) no Default or Event of Default under Sections 6.01(g) or (h) shall have occurred with respect 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 any similar concurrent deposit relating to other Indebtedness), and the granting of liens to secure such borrowings); (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than the Indenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which the Issuer or either Guarantor is a party or by which the Issuer or either Guarantor is bound; and (6) the Issuer must deliver to the Company at any time in Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the period ending on Legal Defeasance or the 91st day after the cash and/or non-callable U.S. Government Securities Covenant Defeasance have been deposited in the defeasance trust;complied with.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions In order to the application of exercise either Section 8.02 or 8.03 hereof to the outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised only ifunder either Section 13.2 or 13.3 of this Indenture: (a1) the Company must irrevocably deposits deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the 8.5% Notes, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination of cash in U.S. dollars and non-callable U.S. Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants of recognized international standingaccountants, to pay the principalprincipal of, or interest and premium, if any, and interest on the outstanding Outstanding 8.5% Notes on the Stated Maturity stated date for payment thereof or on the next available redemption dateapplicable Redemption Date, as the case may be, and the Company must specify whether the 8.5% Notes are being defeased to maturity such stated date for payment or to that a particular redemption dateRedemption Date; (b2) in the case of Legal Defeasancean election under Section 13.2 of this Indenture, the Company delivers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that that: (aA) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or ruling; or (bB) since the date hereofIssue 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 will confirm shall Confirm that, the Holders of the outstanding Outstanding 8.5% Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c3) in the case of Covenant Defeasancean election under Section 13.3 of this Indenture, the Company delivers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Outstanding 8.5% Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default under Sections 6.01(g) or (h) shall have occurred with respect to the Company at any time in the period ending 8.5% Notes shall have occurred and be continuing on the 91st day after date of such deposit (other than a Default or Event of Default resulting from the cash and/or non-callable U.S. Government Securities borrowing of funds to be applied to such deposit); (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (6) the Company must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of 8.5% Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; (7) the Company must deliver to the Trustee an Officer’s Certificate, stating that all conditions precedent set forth in clauses (1) through (6) of this Section 13.4 have been deposited complied with; and (8) the Company must deliver to the Trustee an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, qualifications and exclusions), stating that all conditions precedent set forth in clauses (2), (3) and (5) of this Section 13.4 have been complied with; provided that the defeasance trust;Opinion of Counsel with respect to clause (5) of this Section 13.4 may be to the knowledge of such counsel.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions (a) In order to the application of exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof to the outstanding Notes. The Legal Defeasance or Covenant Defeasance may be exercised only ifhereof: (ai) the Company must irrevocably deposits deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the Notes, Notes cash in U.S. dollars, non-callable U.S. Government Securities, or a combination of cash in U.S. dollars and non-callable U.S. Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants of recognized international standingdelivered to the Trustee, to pay the principalprincipal of, and interest and premium, if any, and interest on the outstanding Notes issued hereunder on the Stated Maturity or on the next available applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to that a particular redemption date; (bii) in the case of Legal Defeasancean election under Section 8.02 hereof, the Company delivers has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date hereofIssue 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 will confirm that, the Holders beneficial owners of the outstanding Notes issued hereunder 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; (ciii) in the case of Covenant Defeasancean election under Section 8.03 hereof, the Company delivers has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders beneficial owners of the outstanding Notes issued hereunder will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (div) no Default or Event of Default under Sections 6.01(g) or (h) shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from, or arising in connection with, the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing); (v) 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; (vi) the Company must deliver to the Trustee an Officer’s Certificate stating that the deposit referred to in clause (i) was not made by the Company with the intent of preferring the Holders of the Notes over the other creditors of the Company or any Guarantor or with the intent of defeating, hindering, delaying or defrauding creditors of the Company or any Guarantor or others; and (vii) the Company must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance of the Notes have been complied with. (b) Notwithstanding the foregoing, the Opinion of Counsel required by clauses (a)(ii) and (a)(iii) above with respect to a Legal Defeasance or a Covenant Defeasance, as applicable, need not be delivered if all the Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable on the maturity date within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. (c) Upon satisfaction of the conditions set forth herein and upon the written request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company at any time in terminates, such instrument of acknowledgment to be prepared and delivered to the period ending on Trustee by the 91st day after the cash and/or non-callable U.S. Government Securities have been deposited in the defeasance trust;Company.

Conditions to Legal or Covenant Defeasance. The following shall be are the conditions precedent to the application of either Section 8.02 9.02 or 8.03 9.03 hereof to the outstanding Notes. The : In order to exercise either Legal Defeasance or Covenant Defeasance may be exercised only ifDefeaseance: (a1) the Company must irrevocably deposits deposit with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders of the NotesHolders, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination of cash thereof, in U.S. dollars and non-callable U.S. Government Securities, amounts sufficient, in the opinion of a nationally recognized firm of independent public accountants of recognized international standingaccountants, to pay the principal, premium, if any, any premium and interest on the outstanding Notes on the Stated Maturity stated maturity date or on the next available redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to that particular applicable redemption date; (b2) in the case of Legal Defeasance, the Company delivers shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that that: (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or ruling, or (b) since the date hereofof 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 will shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c3) in the case of Covenant Defeasance, the Company delivers shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Event of Default under Sections 6.01(g) or (h) the Company shall have occurred with respect delivered to the Trustee an Officer’s Certificate stating that (a) the Company at did not make the deposit referred to in clause (1) with the intent of preferring the holders of Notes over its other creditors or with the intent of defeating, hindering, delaying or defrauding its other creditors, and (b) the Legal Defeasance or Covenant Defeasance will not result in a breach, violation or constitute a default under any time in material agreement or instrument, other than this Indenture, to which the period ending on Company or any of its Restricted Subsidiaries is a party or by which it or any of the 91st day after Company’s Restricted Subsidiaries is bound; and (5) the cash and/or non-callable U.S. Government Securities Company shall deliver to the Trustee an Opinion of Counsel stating that all conditions precedent provided for or relating to Legal Defeasance or Covenant Defeasance have been deposited in the defeasance trust;complied with.