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 8.01(b) or 8.01(c) to the outstanding Senior Subordinated Securities: In order to exercise either Legal Defeasance or Covenant Defeasance, (i) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, U.S. Legal Tender, non-callable U.S. government obligations or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of and interest on the Senior Subordinated Securities on the stated date for payment thereof or on the applicable redemption date, as the case may be; (ii) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders 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; (iii) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders 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; (iv) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or insofar as Events of Default under Section 6.01(f) or (g) are concerned, at any time in the period ending on the 91st day after the 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 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 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) 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 (viii) the Company shall have delivered to the Trustee an Opinion of Counsel to that effect that (a) the trust funds will not be subject to any rights of holders of Senior Debt, including, without limitation, those arising under this Indenture and (b) assuming no intervening bankruptcy of the Company between the date of deposit and the 91st day following deposit and that no Holder is an insider of the Company, 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. Notwithstanding the foregoing, the Opinion of Counsel required by clause (ii) in the immediately preceding paragraph with respect to a Legal Defeasance need not be delivered if all Senior Subordinated Securities not theretofore delivered to the Trustee for cancellation (1) have become due and payable; or (2) will become due and payable on the maturity date within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.01(b) or 8.01(c) to the outstanding Senior Subordinated Securities: In order to exercise either Legal Defeasance or Covenant Defeasance, Defeasance under either Section 8.02 or 8.03: (i1) the Company Issuer must irrevocably deposit with the Trustee in a non-interest bearing account (unless separately agreed in writing with the Trustee), in trust, for the benefit of the Holders, cash in U.S. Legal Tenderdollars, non-callable U.S. government obligations Government Securities, or a combination thereofof cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficientsufficient (without consideration of any reinvestment of interest), in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of of, premium, if any, and interest on on, the Senior Subordinated Securities outstanding Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Issuer must specify whether the Notes are being defeased to such stated date for payment or to a particular redemption date; provided that, upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated by the Issuer as of the date of the notice of redemption, with any deficit as of the redemption date only required to be deposited with the Trustee on or prior to the redemption date; (ii2) in the case of Legal Defeasancean election under Section 8.02, the Company shall have delivered Issuer must deliver to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that that: (A) the Company Issuer has received from, or there has been published by, the Internal Revenue Service a ruling ruling; or (B) since the date of this IndentureIssue Date, there has been a change in the applicable United States federal income tax law, in either case case, to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders beneficial owners 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 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; (iii3) in the case of Covenant Defeasancean election under Section 8.03, the Company shall have delivered Issuer must deliver to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders beneficial owners 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 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 Covenant Defeasance had not occurred; (iv4) no Default or Event of Default shall have has occurred and be is continuing on the date of such deposit (other than a Default or insofar as Events Event of Default under Section 6.01(fresulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other Indebtedness)) or (g) are concerned, at any time in the period ending on the 91st day after the date of deposit; (v) and such Legal Defeasance or Covenant Defeasance shall Defeasance, as the case may be, 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 Issuer or any of its Subsidiaries Guarantor is a party or by which the Company Issuer or any of its Subsidiaries Guarantor is bound; 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 over other than any other creditors of the Company material agreement or with the intent of defeating, hindering, delaying or defrauding instrument governing any other creditors of the Company Indebtedness being contemporaneously defeased or others; (vii) 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 (viii) the Company shall have delivered to the Trustee an Opinion of Counsel to that effect that (a) the trust funds will not be subject to any rights of holders of Senior Debt, including, without limitation, those arising under this Indenture and (b) assuming no intervening bankruptcy of the Company between the date of deposit and the 91st day following deposit and that no Holder is an insider of the Company, 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. Notwithstanding the foregoing, the Opinion of Counsel required by clause (ii) in the immediately preceding paragraph with respect to a Legal Defeasance need not be delivered if all Senior Subordinated Securities not theretofore delivered to the Trustee for cancellation (1) have become due and payable; or (2) will become due and payable on the maturity date within one year 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.discharged);

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.01(b) or 8.01(c) to the outstanding Senior Subordinated Securities: In order to exercise either Legal Defeasance or Covenant Defeasance, Defeasance under either Section 8.02 or 8.03 hereof: (i1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. Legal Tenderdollars, non-callable U.S. government obligations Government Securities, or a combination thereofof cash in U.S. dollars and non-callable Government Securities, in such amounts as will shall be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of of, or interest and interest on premium, if any, on, the Senior Subordinated Securities outstanding Notes on the stated date for payment thereof maturity or on the applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to a particular redemption date; (ii2) in the case of Legal Defeasancean election under Section 8.02 hereof, the Company shall have delivered must deliver to the Trustee an Opinion of 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 of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will of the outstanding Notes shall not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will shall be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (iii3) in the case of Covenant Defeasancean election under Section 8.03 hereof, the Company shall have delivered must deliver to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders will of the outstanding Notes shall not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will shall be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (iv4) no Default or Event of Default shall have has occurred and be is continuing on the date of such deposit or insofar as Events (other than a Default resulting from the borrowing of Default under Section 6.01(ffunds to be applied to such deposit) or (g) are concerned, at any time in and the period ending on the 91st day after the date of deposit; (v) such Legal Defeasance or Covenant Defeasance deposit shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company or any of its Subsidiaries Guarantor is a party or by which the Company or any of its Subsidiaries Guarantor 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 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) 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 (viii) the Company shall have delivered to the Trustee an Opinion of Counsel to that effect that (a) the trust funds will not be subject to any rights of holders of Senior Debt, including, without limitation, those arising under this Indenture and (b) assuming no intervening bankruptcy of the Company between the date of deposit and the 91st day following deposit and that no Holder is an insider of the Company, 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. Notwithstanding the foregoing, the Opinion of Counsel required by clause (ii) in the immediately preceding paragraph with respect to a Legal Defeasance need not be delivered if all Senior Subordinated Securities not theretofore delivered to the Trustee for cancellation (1) have become due and payable; or (2) will become due and payable on the maturity date within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company.;

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.01(b) 8.02 or 8.01(c) 8.03 hereof to the outstanding Senior Subordinated SecuritiesNotes: In order to exercise either Legal Defeasance or Covenant Defeasance, (ia) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the HoldersHolders of Notes, cash in U.S. Legal Tenderdollars, non-callable U.S. government obligations Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of of, premium and Liquidated Damages, if any, and interest on the Senior Subordinated Securities outstanding Notes on the stated date for payment thereof maturity or on the applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to a particular redemption date; (iib) in the case of Legal Defeasancean election under Section 8.02 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenturehereof, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding 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; (iiic) in the case of Covenant Defeasancean election under Section 8.03 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding 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; (ivd) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) or insofar as Events of Default under Section 6.01(fSections 6.01 (viii) or 6.01 (gix) hereof are concerned, at any time in the period ending on the 91st day after the date of such deposit; (ve) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture under the Senior Credit Facility or any other 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; (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 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) 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 (viiif) the Company shall have delivered to the Trustee an Opinion of Counsel to that the effect that (a) the trust funds will not be subject to any rights of holders of Senior Debt, including, without limitation, those arising under this Indenture and (b) assuming no intervening bankruptcy or insolvency of the Company between the date of such deposit and the 91st day following after such deposit and that no Holder is an insider of the Company, ) 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. Notwithstanding ; (g) the foregoing, the Opinion of Counsel required by clause (ii) in the immediately preceding paragraph with respect to a Legal Defeasance need not be delivered if all Senior Subordinated Securities not theretofore Company shall have delivered to the Trustee for cancellation an Officer's Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes over 51 58 the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; and (1h) the Company shall have become due and payable; or (2) will become due and payable on the maturity date within one year under arrangements satisfactory 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 giving of notice of redemption by Legal Defeasance or the Trustee in the name, and at the expense, of the CompanyCovenant Defeasance have been complied with. SECTION 8.05.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.01(b) or 8.01(c) to the outstanding Senior Subordinated Securities: In order to exercise either Legal Defeasance Xxxxx- xxxxx or Covenant Defeasance, Defeasance under either Section 8.2 or 8.3 hereof: (i1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. Legal Tenderdollars, non-callable U.S. government obligations Government Obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of and interest premium, if any, interest, due on the Senior Subordinated Securities Notes issued under this Indenture on the stated maturity date for payment thereof or on the applicable redemption date, as the case may be, and the Company must specify whether such Notes are being defeased to maturity or to a particular redemption date; (ii2) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable confirming that, subject to the Trustee confirming that customary assumptions and exclusions; (A) the Company has received from, or there has been published by, the United States Internal Revenue Service a ruling ruling; or (B) since the date issuance of this Indenturesuch Notes, there has been a change in the applicable U.S. federal income tax law, ; in either case to the effect that, and based thereon such Opinion of Counsel in the United States shall confirm con- firm that, subject to customary assumptions and exclusions, the Holders, in their capacity as Holders of the Notes; will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Le- gal 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; (iii3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable confirming that, subject to customary assumptions and exclusions, the Trustee confirming that Holders, in their capacity as Holders of the Holders 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; (iv4) no Default or Event of Default (other than that resulting from borrowing funds to be ap- plied to make such deposit and the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit or insofar as Events of Default under Section 6.01(f) or (g) are concerned, at any time in the period ending on the 91st day after the date of deposit; (v5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture under the Credit Facilities or any other material agreement or instrument (other than this Indenture) to which which, the Company or any of its Subsidiaries Guarantor is a party or by which the Company or any of its Subsidiaries Guarantor 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 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) 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 (viii6) the Company shall have delivered to the Trustee an Opinion of Counsel to that the effect that (a) the trust funds will not be subject to any rights that, as of holders of Senior Debt, including, without limitation, those arising under this Indenture and (b) assuming no intervening bankruptcy of the Company between the date of deposit such opinion and the 91st day following deposit subject to customary assumptions and that no Holder is an insider of the Company, after the 91st day exclusions following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally. Notwithstanding the foregoing, the Opinion Sections 547 and 548 of Counsel required by clause (ii) in the immediately preceding paragraph with respect to a Legal Defeasance need not be delivered if all Senior Subordinated Securities not theretofore delivered to the Trustee for cancellation (1) have become due and payable; or (2) will become due and payable on the maturity date within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, Title 11 of the Company.United States

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.01(b) or 8.01(c) to the outstanding Senior Subordinated Securities: In order to exercise either Legal Defeasance or Covenant Defeasance, Defeasance under either Section 8.02 or 8.03 hereof: (i1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, (x) cash in U.S. Legal Tenderdollars in an amount, (y) non-callable U.S. government obligations Government Securities, the scheduled pay- ments of principal of and interest thereon which will be in an amount, or (z) a combination thereofthereof in amounts, in such amounts as will be sufficient, without consideration of any reinvestment of interest, in the opinion of a nationally na- tionally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, premium on, if any, and interest, if any, on, the outstanding Notes to the stated dates for pay- ment of principal thereof and interest on the Senior Subordinated Securities on the stated date for payment thereof accrued thereon to such dates or on to the applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to such stated date for payment or to a particular redemption date; (ii2) in the case of Legal Defeasancean election under Section 8.02 hereof, the Company shall have delivered must deliver to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that that: (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling; or (B) since the date of this IndentureIssue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall 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 pur- poses 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; (iii3) in the case of Covenant Defeasancean election under Section 8.03 hereof, the Company shall have delivered must deliver to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders beneficial owners of the out- standing 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 time as would have been the case if such Covenant Defeasance had not occurred; (iv4) no Default or Event of Default shall have has occurred and be is continuing on the date of such deposit (other than a Default or insofar as Events Event of Default under Section 6.01(f) or resulting from the borrowing of funds to be applied to such de- posit (g) are concernedand any similar concurrent deposit relating to other Indebtedness), at any time in and the period ending on the 91st day after the date granting of depositLiens to secure such borrowings); (v5) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument (other than this Indenture and the agree- ments governing any other Indebtedness being defeased, discharged or replaced) to which the Company or any of its Subsidiaries the Guarantors is a party or by which the Company or any of its Subsidiaries the Guarantors is bound; (vi6) the Company shall have delivered must deliver to the Trustee an Officers' Officer’s Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes over any 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 (vii7) the Company shall have delivered must deliver to the Trustee an Officers' Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance Xxxxx- xxxxx have been complied with; and (viii) the Company shall have delivered to the Trustee an Opinion of Counsel to that effect that (a) the trust funds will not be subject to any rights of holders of Senior Debt, including, without limitation, those arising under this Indenture and (b) assuming no intervening bankruptcy of the Company between the date of deposit and the 91st day following deposit and that no Holder is an insider of the Company, 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. Notwithstanding the foregoing, the Opinion of Counsel required by clause (ii) in the immediately preceding paragraph with respect to a Legal Defeasance need not be delivered if all Senior Subordinated Securities not theretofore delivered to the Trustee for cancellation (1) have become due and payable; or (2) will become due and payable on the maturity date within one year 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.-104-

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.01(b(a) or 8.01(c) to the outstanding Senior Subordinated Securities: In order to exercise either Legal Defeasance or Covenant DefeasanceDefeasance with respect to outstanding Notes, as provided for in this Article 8: (i1) the Company must irrevocably deposit have deposited or caused to be deposited with the Trustee, Trustee as trust funds in trust, trust for the benefit purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefits of the HoldersHolders of such Notes: (A) money in an amount, or (B) U.S. Legal TenderGovernment Obligations, non-callable U.S. government obligations which -117- SC1:3839600.5 through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount or (C) a combination thereof, in such amounts as will be sufficienteach case sufficient without reinvestment, in the opinion of a nationally recognized firm of independent public accountantsaccountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee to pay and discharge, the entire indebtedness in respect of the principal of and premium, if any, and interest on the Senior Subordinated Securities such Notes on the stated date for payment Stated Maturity thereof or on (if the applicable Company has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption dateby the Trustee in the name and at the expense of the Company) the redemption date thereof, as the case may be, in accordance with the terms of this Indenture and such Notes; (ii2) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this IndentureIssue Date, there has been a change in the applicable United States federal income tax law, in either case (A) or (B) to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of such Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit, defeasance and discharge to be effected with respect to such Notes and will be subject to United States federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, defeasance and discharge were not to occur; (3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such outstanding Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Notes and will be subject to United States federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and covenant defeasance were not to occur; (4) the Company shall have delivered to the Trustee a ruling received from the Canada Revenue Agency or an Opinion of Counsel reasonably acceptable to the Trustee and qualified to practice law in Canada, in each case to the effect that Holders and beneficial owners of the outstanding Notes will not recognize income, gain or loss for federal applicable Canadian federal, provincial or territorial income tax or other tax purposes as a result of such Legal Defeasance or Covenant Defeasance, as applicable, and will only be subject to federal applicable Canadian federal, provincial and territorial income tax and other taxes on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance or Covenant Defeasance, as applicable, had not occurred; (iii) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders 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; (iv5) no Default or Event of Default with respect to the outstanding Notes shall have occurred and be continuing on at the date time of such deposit or insofar as Events of Default under Section 6.01(f) or (g) are concerned, at any time in the period ending on the 91st day after the 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 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 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) 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 (viii) the Company shall have delivered to the Trustee an Opinion of Counsel to that giving effect that (a) the trust funds will not be subject to any rights of holders of Senior Debt, including, without limitation, those arising under this Indenture and (b) assuming no intervening bankruptcy of the Company between the date of deposit and the 91st day following deposit and that no Holder is an insider of the Company, 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. Notwithstanding the foregoing, the Opinion of Counsel required by clause (ii) in the immediately preceding paragraph with respect to a Legal Defeasance need not be delivered if all Senior Subordinated Securities not theretofore delivered to the Trustee for cancellation (1) have become due and payable; or (2) will become due and payable on the maturity date within one year 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.thereto

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.01(b) 8.02 or 8.01(c) Section 8.03 to the then outstanding Senior Subordinated SecuritiesNotes: In order to exercise either Legal Defeasance or Covenant Defeasance, (i) the Company must shall irrevocably deposit have deposited or caused to be deposited with the Trustee, Trustee (or another trustee satisfying the requirements of Section 7.10 who shall agree to comply with the provisions of this Article Eight applicable to it) as trust funds in trust, for specifically pledged as security for, and dedicated solely to, the benefit of the HoldersHolders of the Notes, cash in U.S. Legal Tenderdollars, non-callable U.S. government obligations obligations, or a combination thereof, in such amounts as will shall be sufficient, in the opinion of a nationally recognized firm of independent public accountantsaccountants selected by the Company, to pay the principal of of, premium, if any, and interest on the Senior Subordinated Securities then outstanding Notes, on the stated date for payment thereof maturity or on the applicable optional redemption date, as the case may be, of such principal or installment of principal of, premium, if any, or interest on the then outstanding Notes; (ii) in the case of Legal Defeasance, the Company shall have delivered deliver to the Trustee an Opinion opinion of Counsel counsel in the United States reasonably acceptable to the Trustee confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenturehereof, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion opinion of Counsel counsel shall confirm that, the Holders will holders of the then outstanding Notes shall not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will shall be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (iii) in the case of Covenant Defeasance, the Company shall have delivered deliver to the Trustee an Opinion opinion of Counsel counsel in the United States reasonably acceptable to the Trustee confirming that the Holders will holders of the then outstanding Notes shall not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will shall be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (iv) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or insofar as Events of Default under Section 6.01(f) from bankruptcy or (g) insolvency events are concerned, at any time in the period ending on the 91st day after the 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 or under any other 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; (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 holders of Notes over any the other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others; (vii) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion opinion of Counselcounsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and (viii) the Company shall have delivered paid or duly provided for payment of all amounts due to the Trustee an Opinion of Counsel pursuant to that effect that (a) the trust funds will not be subject to any rights of holders of Senior Debt, including, without limitation, those arising under this Indenture and (b) assuming no intervening bankruptcy of the Company between the date of deposit and the 91st day following deposit and that no Holder is an insider of the Company, 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. Notwithstanding the foregoing, the Opinion of Counsel required by clause (ii) in the immediately preceding paragraph with respect to a Legal Defeasance need not be delivered if all Senior Subordinated Securities not theretofore delivered to the Trustee for cancellation (1) have become due and payable; or (2) will become due and payable on the maturity date within one year 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 CompanySection 7.07 hereof.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.01(b) 9.2 or 8.01(c) Section 9.3 to the outstanding Senior Subordinated Securities: In order (a) The Company shall irrevocably have deposited or caused to exercise either Legal Defeasance or Covenant Defeasance, (i) the Company must irrevocably deposit be deposited with the TrusteeTrustee (or another trustee satisfactory to the Trustee satisfying the requirements of Section 8.10 who shall agree to comply with the provisions of this Article IX applicable to it) as trust funds in trust for the purpose of making the following payments, in trustspecifically pledged as security for, for and dedicated solely to, the benefit of the HoldersHolders of such Securities, (a) Cash in an amount, or (b) U.S. Legal TenderGovernment Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, non-callable U.S. government obligations not later than one day before the due date of any payment, Cash in an amount, or (c) a combination thereof, in such amounts amounts, as in each case will be sufficient, in the opinion of a nationally recognized firm of independent public accountantsaccountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge and which shall be applied by the Paying Agent (or other qualifying trustee) to pay and discharge the principal of of, premium, if any, and interest on the Senior Subordinated outstanding Securities on the stated date for payment thereof maturity or on the applicable redemption date, as the case may be, of such principal or installment of principal, premium, if any, or interest; provided that the Paying Agent shall have been irrevocably instructed to apply such Cash and the proceeds of such U.S. Government Obligations to said payments with respect to the Securities. The Paying Agent shall promptly advise the Trustee in writing of any Cash or securities deposited pursuant to this Section 9.4. (iib) in In the case of Legal Defeasancean election under Section 9.2, the Company 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 of this Indenturehereof, there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel opinion shall confirm that, the Holders of the outstanding Securities will not recognize income, gain or loss for federal Federal income tax purposes as a result of such Legal Defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (iiic) in In the case of Covenant Defeasancean election under Section 9.3, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming effect that the Holders of the outstanding Securities will not recognize income, gain or loss for federal Federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal Federal income tax on in the same amountsamount, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (iv) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or insofar as Events of Default under Section 6.01(f) or (g) are concerned, at any time in the period ending on the 91st day after the 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 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 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) 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 (viii) the Company shall have delivered to the Trustee an Opinion of Counsel to that effect that (a) the trust funds will not be subject to any rights of holders of Senior Debt, including, without limitation, those arising under this Indenture and (b) assuming no intervening bankruptcy of the Company between the date of deposit and the 91st day following deposit and that no Holder is an insider of the Company, 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. Notwithstanding the foregoing, the Opinion of Counsel required by clause (ii) in the immediately preceding paragraph with respect to a Legal Defeasance need not be delivered if all Senior Subordinated Securities not theretofore delivered to the Trustee for cancellation (1) have become due and payable; or (2) will become due and payable on the maturity date within one year 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.37

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.01(b) 8.2 or 8.01(c) 8.3 hereof to the outstanding Senior Subordinated SecuritiesNotes: In order to exercise either Legal Defeasance or Covenant Defeasance, (i) : the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, U.S. Legal Tendercash in United States dollars, non-callable U.S. government obligations Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent certified public accountants, to pay the principal of principal, premium, interest and interest Liquidated Damages, if any, on the Senior Subordinated Securities outstanding Notes on the stated date for payment Stated Maturity thereof or on the applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to a particular redemption date; (ii) in the case of Legal Defeasancean election under Section 8.2 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States from nationally recognized tax counsel reasonably acceptable to the Trustee confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding 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; (iii) in the case of Covenant Defeasancean election under Section 8.3 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States from nationally recognized tax 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; (iv) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or insofar as Events of Default under Section 6.01(f) from bankruptcy or (g) insolvency events are concerned, at any time in the period ending on the 91st day after the 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 or any other 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; (vi) the Company shall have delivered to the Trustee an opinion of counsel to the effect that on the 91st day or on the day after the last day of the applicable preference period under Bankruptcy Law 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; 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; (vii) and 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 (viii) . the Company deposit shall have delivered to the Trustee an Opinion of Counsel to that effect that (a) the trust funds will not be subject to any rights of holders of Senior Debt, including, without limitation, those arising under this Indenture and (b) assuming no intervening bankruptcy of the Company between the date of deposit and the 91st day following deposit and that no Holder is an insider of result in the Company, after the 91st day following the deposit, Trustee or the trust funds will not becoming or being deemed to be subject to an "investment company" under the effect Investment Company Act of any applicable bankruptcy1940, insolvency, reorganization or similar laws affecting creditors' rights generally. Notwithstanding the foregoing, the Opinion of Counsel required by clause (ii) in the immediately preceding paragraph with respect to a Legal Defeasance need not be delivered if all Senior Subordinated Securities not theretofore delivered to the Trustee for cancellation (1) have become due and payable; or (2) will become due and payable on the maturity date within one year 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 Companyas amended.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.01(b) 8.2 or 8.01(c) Section 8.3 to the outstanding Senior Subordinated SecuritiesNotes: In order to exercise either Legal Defeasance or Covenant Defeasance, (i1) the Company must irrevocably deposit with the Trustee, as trust funds, in trust, trust solely for the benefit of the Holders, U.S. Legal Tenderdollars, non-callable U.S. government obligations Government Obligations or a combination thereof, in such amounts as will be sufficientsufficient without consideration of any reinvestment of interest (if U.S. Government Obligations are deposited, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountantsaccountants selected by the Company and delivered to the Trustee), to pay the principal of of, premium, if any, and interest interest, if any, on the Senior Subordinated Securities outstanding Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and any other amounts owing under this Indenture (in the case of an optional redemption date prior to electing to exercise either Legal Defeasance or Covenant Defeasance, the Company has delivered to the Trustee an irrevocable notice to redeem all of the outstanding Notes on such redemption date); (ii2) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel from counsel in the United States reasonably acceptable confirming that, subject to the Trustee confirming that customary assumptions and exclusions: (A) the Company has received from, or there has been published by, the United States Internal Revenue Service a ruling ruling; or (B) since the date of this IndentureIssue Date, there has been a change in the applicable U.S. federal income tax law, ; in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders beneficial owners of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such the 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; (iii3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel from counsel in the United States reasonably acceptable confirming that, subject to customary assumptions and exclusions, the Trustee confirming that beneficial owners of the Holders 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; (iv) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or insofar as Events of Default under Section 6.01(f) or (g) are concerned, at any time in the period ending on the 91st day after the 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 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 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) 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 (viii) the Company shall have delivered to the Trustee an Opinion of Counsel to that effect that (a) the trust funds will not be subject to any rights of holders of Senior Debt, including, without limitation, those arising under this Indenture and (b) assuming no intervening bankruptcy of the Company between the date of deposit and the 91st day following deposit and that no Holder is an insider of the Company, 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. Notwithstanding the foregoing, the Opinion of Counsel required by clause (ii) in the immediately preceding paragraph with respect to a Legal Defeasance need not be delivered if all Senior Subordinated Securities not theretofore delivered to the Trustee for cancellation (1) have become due and payable; or (2) will become due and payable on the maturity date within one year 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.U.S.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.01(b) 8.02 or 8.01(c) 8.03 hereof to the outstanding Senior Subordinated SecuritiesNotes: In order to exercise either Legal Defeasance or Covenant Defeasance, (i) the : The Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, U.S. Legal Tendercash in United States dollars, non-callable U.S. government obligations Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of of, premium, if any, and interest and Liquidated Damages on the Senior Subordinated Securities outstanding Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to a particular redemption date; (ii) in the case of Legal Defeasancean election under Section 8.02 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that (Ai) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (Bii) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall 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; (iii) in the case of Covenant Defeasancean election under Section 8.03 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders 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; (iv) 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 will be used to defease the Notes pursuant to this Article 8 concurrently with such incurrence) or insofar as Events of Default under Section 6.01(f6.01(viii) or (g6.01(ix) are hereof is concerned, at any time in the period ending on the 91st day after the 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 or any other material agreement or instrument (other than this Indenture or the Series D 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; the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that, as of the date such opinion, (vii) the trust funds will not be subject to rights of holders of Indebtedness other than the Notes and (ii) assuming no intervening bankruptcy of the Company between the date of deposit and the 91st day following the deposit (assuming no Holder of Notes is an insider of the Company) or the day following the end of such other preference period in effect at the time of such opinion (assuming a Holder of Notes is an insider of the Company), as applicable, following the deposit, the trust funds 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; 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 holders of Notes over any other creditors of the Company or any Subsidiary Guarantor with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company Company, or any Subsidiary Guarantor or others; (vii) and the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating which, taken together, state that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and (viii) the Company shall have delivered to the Trustee an Opinion of Counsel to that effect that (a) the trust funds will not be subject to any rights of holders of Senior Debt, including, without limitation, those arising under this Indenture and (b) assuming no intervening bankruptcy of the Company between the date of deposit and the 91st day following deposit and that no Holder is an insider of the Company, 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. Notwithstanding the foregoing, the Opinion of Counsel required by clause (ii) in the immediately preceding paragraph with respect to a Legal Defeasance need not be delivered if all Senior Subordinated Securities not theretofore delivered to the Trustee for cancellation (1) have become due and payable; or (2) will become due and payable on the maturity date within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.01(b) or 8.01(c) to the outstanding Senior Subordinated Securities: In order to exercise either Legal Defeasance or Covenant Defeasance, (i) Defeasance under either Section 8.2 or 8.3 hereof: the Company must irrevocably deposit with the TrusteePaying Agent, in trust, for the benefit of the Holders, cash in U.S. Legal Tenderdollars, non-callable U.S. government obligations Government Obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of and premium, if any, interest and Additional Interest, if any, due on the Senior Subordinated Securities Notes issued under this Indenture on the stated maturity date for payment thereof or on the applicable redemption date, as the case may be, and the Company must specify whether such Notes are being defeased to maturity or to a particular redemption date; (ii) in the case of Legal Defeasance, Defeasance the Company shall have delivered to the Trustee and the Paying Agent an Opinion of Counsel in the United States reasonably acceptable confirming that, subject to the Trustee confirming that (A) customary assumptions and exclusions; the Company has received from, or there has been published by, the United States Internal Revenue Service a ruling ruling; or (B) since the date issuance of this Indenturesuch Notes, there has been a change in the applicable U.S. federal income tax law, ; in either case to the effect that, and based thereon such Opinion of Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (iii) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee and Paying Agent an Opinion of Counsel in the United States reasonably acceptable confirming that, subject to the Trustee confirming that customary assumptions and exclusions, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (iv) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit or insofar as Events of Default under Section 6.01(f) or (g) are concerned, at any time in the period ending on the 91st day after the 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 under the Credit Facilities or any other material agreement or instrument (other than this Indenture) to which which, the Company or any of its Subsidiaries Guarantor is a party or by which the Company or any of its Subsidiaries Guarantor is bound; (vi) the Company shall have delivered to the Trustee and Paying Agent an Officers' Officer’s 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 delaying, defrauding or defrauding preferring any other creditors of the Company or othersCompany; (vii) and the Company shall have delivered to the Trustee and Paying Agent an Officers' Officer’s Certificate and an Opinion of CounselCounsel (which opinion of counsel may be subject to customary assumptions and exclusions), each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance Defeasance, as the case may be, have been complied with. Deposited Money and U.S. Government Obligations To Be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.6 hereof, all money and U.S. Government Obligations (viiiincluding the proceeds thereof) deposited with the Trustee or the Paying Agent (or other qualifying trustee, collectively for purposes of this Section 8.5, the “Trustee”) pursuant to Section 8.4 hereof in respect of the outstanding Notes will be held in trust and applied by the Trustee or the Paying Agent, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company shall have acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, and interest and Additional Interest, if any, but such money need not be segregated from other funds except to the extent required by law. The Company will pay and indemnify the Trustee and each Paying Agent against any tax, fee or other charge imposed on or assessed against the cash or U.S. Government Obligations deposited pursuant to Section 8.4 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Notwithstanding anything in this Article VIII to the contrary, the Trustee or the Paying Agent will deliver or pay to the Company from time to time upon the request of the Company any money or U.S. Government Obligations held by it as provided in Section 8.4 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee an Opinion of Counsel to that effect that or the Paying Agent (awhich may be the opinion delivered under Section 8.4(1) the trust funds will not be subject to any rights of holders of Senior Debthereof), including, without limitation, those arising under this Indenture and (b) assuming no intervening bankruptcy are in excess of the Company between amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance. Repayment to the date of deposit and Company. Any money deposited with the 91st day following deposit and that no Holder is an insider of Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium or interest or Additional Interest, if any, on, any Note and remaining unclaimed for two years after the 91st day following the depositsuch principal, the trust funds will not be subject to the effect of any applicable bankruptcypremium or interest or Additional Interest, insolvencyif any, reorganization or similar laws affecting creditors' rights generally. Notwithstanding the foregoing, the Opinion of Counsel required by clause (ii) in the immediately preceding paragraph with respect to a Legal Defeasance need not be delivered if all Senior Subordinated Securities not theretofore delivered to the Trustee for cancellation (1) have become due and payable; or (2) will has become due and payable on the maturity date within one year under arrangements satisfactory shall be paid to the Trustee for the giving of notice of redemption Company on their written request unless an abandoned property law designates another Person or (if then held by the Company) will be discharged from such trust; and the Holder of such Note will thereafter be permitted to look only to the Company for payment thereof unless an abandoned property law designates another Person, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, will thereupon cease; provided, however, that the Trustee, before being required to make any such repayment, shall at the expense of the Company cause to be published once, in the nameNew York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and at that, after a date specified therein, which will not be less than 30 days from the expensedate of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Company.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.01(b) 8.2 or 8.01(c) 8.3 hereof to the outstanding Senior Subordinated SecuritiesNotes: In order to exercise either Legal Defeasance or Covenant Defeasance, (i) : the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the HoldersHolders of the Notes, U.S. Legal Tendercash in United States dollars, non-callable U.S. government obligations Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of of, premium, if any, and interest and Liquidated Damages, if any, on the Senior Subordinated Securities outstanding Notes on the stated date for payment thereof maturity or on the applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to a particular redemption date; (ii) in the case of Legal Defeasancean election under Section 8.2 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding 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; (iii) in the case of Covenant Defeasancean election under Section 8.3 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that 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; (iv) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) or insofar as Events of Default under Section 6.01(fSections 6.1(h) or (g6.1(i) hereof are concerned, at any time in the period ending on the 91st day after the 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 or any other 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; (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 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) 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 (viii) the Company shall have delivered to the Trustee an Opinion of Counsel to that the effect that (a) the trust funds will not be subject to any rights of holders of Senior Debt, including, without limitation, those arising under this Indenture customary qualifications and (bassumptions) assuming no intervening bankruptcy of the Company between the date of deposit and the 91st day following deposit and that no Holder is an insider of the Company, 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. Notwithstanding ; the foregoing, the Opinion of Counsel required by clause (ii) in the immediately preceding paragraph with respect to a Legal Defeasance need not be delivered if all Senior Subordinated Securities not theretofore Company shall have delivered to the Trustee for cancellation (1) an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; the Company shall have become due and payable; or (2) will become due and payable on the maturity date within one year under arrangements satisfactory delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that, subject to customary assumptions and exclusions, all conditions precedent provided for or relating to the giving of notice of redemption by Legal Defeasance or the Covenant Defeasance have been complied with; and the Trustee in shall have received such other documents, assurances and Opinions of Counsel as the name, and at the expense, of the CompanyTrustee shall have reasonably required.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either ei- ther Section 8.01(b) 8.02 or 8.01(c) 8.03 to the outstanding Senior Subordinated SecuritiesNotes: In order to exercise either Legal Defeasance or Covenant Defeasance, (ia) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, U.S. Legal TenderHolders cash in United States dollars, non-callable U.S. government obligations Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized recog- nized firm of independent public accountantsaccountants expressed in a written certification thereof delivered to the Trustee, to pay the principal of of, premium, if any, and interest on the Senior Subordinated Securities Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, in each case in accordance with the terms of the Indenture and the Notes; (iib) in the case of Legal Defeasancean election under Section 8.02, the Company Com- pany 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, the Internal Revenue Service a ruling ruling; or (Bb) since the date of this the Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Le- gal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (iiic) in the case of Covenant Defeasancean election under Section 8.03, the Company Com- pany shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders will not recognize income, gain or loss for federal income in- come 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; (ivd) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or insofar as Events of Default under Section 6.01(fDe- fault specified in Sections 7.01(f) or (g) are concerned, at any time in the period ending on the 91st day after the date of deposit; (ve) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, this under the Indenture or any other material agreement or instrument (including, without limitation, the Senior Credit Facilities) to which the Company Com- pany or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (vif) the Company shall have delivered to the Trustee an Officers' Offi- cer's Certificate stating that the deposit was not made by the Company Com- pany with the intent of preferring the Holders over any other creditors credi- tors of the Company or with the intent of defeating, hindering, delaying de- laying or defrauding any other creditors of the Company or others; (viig) the Company shall have delivered to the Trustee an Officers' Offi- cer's Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and (viiih) the Company shall have delivered to the Trustee an Opinion Opin- ion of Counsel to that the effect that that: (a) the trust funds will not be subject to any rights of holders of Senior Debt, including, without limitation, those arising under this Indenture the Indenture; and (b) assuming no intervening bankruptcy of the Company between the date of deposit and the 91st day following the date of deposit and that no Holder is an insider of the Company, after af- ter 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 generallygenerally or, in the case of Covenant Defeasance, will be subject to a first priority Lien in favor of the Trustee for the benefit of the Holders. Notwithstanding the foregoing, the Opinion of Counsel required by clause (iib) in the immediately preceding paragraph above with respect to a Legal Defeasance need not be delivered deliv- ered if all Senior Subordinated Securities Notes not theretofore delivered to the Trustee for cancellation (1) have become due and payable; payable or (2) will become due and payable on the maturity date within one year under arrangements satisfactory to the Trustee Trus- tee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company.. Section 8.05

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.01(b) or 8.01(c) SECTIONS 8.2 OR 8.3 to the outstanding Senior Subordinated SecuritiesNotes: In order to exercise either Legal Defeasance or Covenant Defeasance, (ia) the Company must shall irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, U.S. Legal Tender(i) cash in United States dollars, non-callable U.S. government obligations (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 United States dollars in an amount, or (iii) or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay and discharge the principal of of, premium, if any, and interest on the Senior Subordinated Securities outstanding Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to a particular redemption date; (iib) in the case of Legal Defeasancean election under SECTION 8.2, the Company shall have delivered to the Trustee an Opinion of Independent Counsel in the United States reasonably acceptable to the Trustee confirming 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 of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Independent Counsel 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; (iii) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders 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; (iv) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or insofar as Events of Default under Section 6.01(f) or (g) are concerned, at any time in the period ending on the 91st day after the 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 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 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) 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 (viii) the Company shall have delivered to the Trustee an Opinion of Counsel to that effect that (a) the trust funds will not be subject to any rights of holders of Senior Debt, including, without limitation, those arising under this Indenture and (b) assuming no intervening bankruptcy of the Company between the date of deposit and the 91st day following deposit and that no Holder is an insider of the Company, 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. Notwithstanding the foregoing, the Opinion of Counsel required by clause (ii) in the immediately preceding paragraph with respect to a Legal Defeasance need not be delivered if all Senior Subordinated Securities not theretofore delivered to the Trustee for cancellation (1) have become due and payable; or (2) will become due and payable on the maturity date within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company.;

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application exercise of either the Legal Defeasance option under Section 8.01(b) 8.02 or 8.01(c) the Covenant Defeasance option under Section 8.03 with respect to the outstanding Senior Subordinated SecuritiesNotes: In order to exercise either Legal Defeasance or Covenant Defeasance, (i) the Company must irrevocably deposit with the Trustee, in trust, Trustee for the benefit of the Holders, cash in U.S. Legal Tenderdollars, non-callable U.S. government obligations Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion without consideration of a nationally recognized firm any reinvestment of independent public accountantsinterest, to pay the principal of principal, premium, if any, and interest due on the Senior Subordinated Securities outstanding Notes on the stated date for payment thereof Stated Maturity or on the applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to a particular redemption date; (ii) in the case of Legal Defeasance, the Company shall have has 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, (A) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling ruling, or (B) since the date of this IndentureIssue Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall will confirm that, the Holders 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; (iii) in the case of Covenant Defeasance, the Company shall have has 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 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; (iv) no Default or Event of Default shall have has occurred and be is continuing on the date of such deposit or insofar will occur as Events a result of such deposit (other than a Default or an Event of Default under Section 6.01(fresulting from the borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) or (g) are concerned, at any time in and the period ending on the 91st day after the date of deposit; (v) such Legal Defeasance or Covenant Defeasance shall deposit will not result in a breach or violation of, or constitute a default under, this Indenture the Bank Facility or any other material agreement or material instrument (other than this Indenture) to which the Company or any of its Subsidiaries Guarantor is a party or by which the Company or any of its Subsidiaries Guarantor is bound; (vi) the Company shall have has delivered to the Trustee an Officers' Officer’s Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company Company, any Guarantor or others; (vii) the Company shall have has delivered to the Trustee an Officers' Officer’s Certificate and an Opinion of CounselCounsel (which Opinion of Counsel may be subject to customary assumptions and exclusions), each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance Defeasance, as the case may be, have been complied with; and (viii) the Company shall have has delivered irrevocable instructions to the Trustee an Opinion of Counsel to that effect that (a) apply the trust funds will not be subject to any rights of holders of Senior Debt, including, without limitation, those arising under this Indenture and (b) assuming no intervening bankruptcy deposited money toward the payment of the Company between Notes at maturity or the date of deposit and redemption date, as the 91st day following deposit and that no Holder is an insider of case may be (which instructions may be contained in the Company, after the 91st day following the deposit, the trust funds will not be subject Officer’s Certificate referred 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 in clause (ii6) in the immediately preceding paragraph with respect to a Legal Defeasance need not be delivered if all Senior Subordinated Securities not theretofore delivered to the Trustee for cancellation (1) have become due and payable; or (2) will become due and payable on the maturity date within one year 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 Companyabove).

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.01(b) 8.02 or 8.01(c) 8.03 to the outstanding Senior Subordinated SecuritiesNotes: In order to exercise either Legal Defeasance or Covenant Defeasance, (i) : the Company Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the HoldersHolders of the Notes, cash in U.S. Legal Tenderdollars, non-callable U.S. government obligations Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of of, premium, if any, and interest on the Senior Subordinated Securities outstanding Notes on the stated date for payment thereof maturity or on the applicable redemption date, as the case may be, and the Issuers must specify whether the Notes are being defeased to maturity or to a particular redemption date; (ii) in the case of Legal Defeasance, the Company Issuers shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that (A) the Company has Issuers have received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this IndentureIssue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding 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; (iii) in the case of Covenant Defeasance, the Company Issuers shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding 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; (iv) no Default or Event of Default shall have occurred and be continuing either: 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 under Section 6.01(f) from bankruptcy or (g) insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit; (v) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under, this Indenture or under any other 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; (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 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) 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 (viii) the Company shall Issuers must have delivered to the Trustee an Opinion of Counsel to that the effect that (a) after the trust funds will not be subject to any rights of holders of Senior Debt91st day, including, without limitation, those arising under this Indenture and (b) assuming no intervening bankruptcy of the Company between the date of deposit and the 91st day following deposit and bankruptcy, that no Holder is an insider of either of the Company, after the 91st day Issuers following the depositdeposit and that such deposit would not be deemed by a court of competent jurisdiction a transfer for the benefit of either Issuer in its capacity as such, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; 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 Notes over the other creditors of the Issuers with the intent of defeating, hindering, delaying or defrauding creditors of the Issuers or others; and 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. Notwithstanding the foregoing, the Opinion of Counsel required by clause (ii2) in the immediately preceding paragraph above with respect to a Legal Defeasance need not be delivered if all Senior Subordinated Securities Notes not theretofore delivered to the Trustee for cancellation (1) have become due and payable; payable or (2) will become due and payable on the maturity date within one year year, by their terms or 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 CompanyIssuers.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.01(b) ------- 8.02 or 8.01(c) 8.03 hereof to the outstanding Senior Subordinated SecuritiesNotes: In order to exercise either Legal ---- ---- Defeasance or Covenant Defeasance, : (ia) the Company Stater Bros. must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, U.S. Legal Tendercash in United States dollars, non-callable U.S. government obligations Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of of, premium, if any, and interest and Liquidated Damages, if any on the Senior Subordinated Securities outstanding Notes on the stated date for payment thereof maturity or on the applicable redemption date, as the case may bebe and Stater Bros. must specify whether the Notes are being defeased to maturity or to a particular redemption date; (iib) in the case of Legal Defeasancean election under Section 8.02 ------------ hereof, the Company Stater Bros. shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that (A) the Company Stater Bros. has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding 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; (iiic) in the case of Covenant Defeasancean election under Section 8.03 hereof, the Company Stater Bros. 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; (ivd) 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 will be used to defease the Notes pursuant to this Article 8 concurrently --------- with such incurrence) or insofar as Events of Default under Section 6.01(fSections 6.01(vii) or (g6.01(viii) are hereof is ------------------ ---------- concerned, at any time in the period ending on the 91st day after the date of deposit; (ve) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or under any other material agreement or instrument (other than this Indenture) to which the Company Stater Bros. or any of its Subsidiaries is a party or by which the Company Stater Bros. or any of its Subsidiaries is bound; (vif) Stater Bros. shall have delivered to the Company Trustee an Opinion of Counsel (which may be subject to customary exceptions) to the effect that on the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; (g) Stater Bros. shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company Stater Bros. with the intent of preferring the Holders over any other creditors of the Company Stater Bros. or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company Stater Bros. or others; and (viih) the Company Stater Bros. 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 (viii) the Company shall have delivered to the Trustee an Opinion of Counsel to that effect that (a) the trust funds will not be subject to any rights of holders of Senior Debt, including, without limitation, those arising under this Indenture and (b) assuming no intervening bankruptcy of the Company between the date of deposit and the 91st day following deposit and that no Holder is an insider of the Company, 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. Notwithstanding the foregoing, the Opinion of Counsel required by clause (ii) in the immediately preceding paragraph with respect to a Legal Defeasance need not be delivered if all Senior Subordinated Securities not theretofore delivered to the Trustee for cancellation (1) have become due and payable; or (2) will become due and payable on the maturity date within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.01(b) or 8.01(c) to the outstanding Senior Subordinated Securities: In order to exercise either Legal Defeasance or Covenant Defeasance, Defeasance under either Section 12.02 or 12.03 hereof: (ia) the Company Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. Legal Tenderdollars, non-callable U.S. government obligations Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, 51 DM_US 172750087-7.111690.0021 appraisal firm, or firm of independent public accountants, to pay the principal of of, premium and Additional Interest, if any, and interest on on, the Senior Subordinated Securities outstanding Notes on the stated date for payment thereof or on the applicable redemption dateRedemption Date, as the case may be, and the Issuer must specify whether the Notes are being defeased to such stated date for payment or to a particular Redemption Date; (iib) in the case of Legal Defeasancean election under Section 12.02 hereof, the Company shall have delivered Issuer must deliver to the Trustee an Opinion of Counsel in the United States 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 ruling; or (B2) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding 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; (iiic) in the case of Covenant Defeasancean election under Section 12.03 hereof, the Company shall have delivered Issuer 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 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; (ivd) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or insofar as Events Event of Default under Section 6.01(f) resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other indebtedness being defeased, discharged or (g) are concernedreplaced), at any time in and the period ending on the 91st day after the date granting of depositliens to secure such borrowings); (ve) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument (other than this Indenture and the agreements governing any other indebtedness being defeased, discharged or replaced) to which the Company Issuer or any of its Subsidiaries the Guarantor is a party or by which the Company Issuer or any of its Subsidiaries the Guarantor is bound; (vif) the Company shall have delivered Issuer must deliver to the Trustee an Officers' ’ Certificate stating that the deposit was not made by the Company Issuer with the intent of preferring the Holders of Notes over any the other creditors of the Company or Issuer with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company Issuer or others; and (viig) the Company shall have delivered Issuer must deliver to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and (viii) the Company shall have delivered to the Trustee an Opinion of Counsel to that effect that (a) the trust funds will not be subject to any rights of holders of Senior Debt, including, without limitation, those arising under this Indenture and (b) assuming no intervening bankruptcy of the Company between the date of deposit and the 91st day following deposit and that no Holder is an insider of the Company, 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. Notwithstanding the foregoing, the Opinion of Counsel required by clause (ii) in the immediately preceding paragraph with respect to a Legal Defeasance need not be delivered if all Senior Subordinated Securities not theretofore delivered to the Trustee for cancellation (1) have become due and payable; or (2) will become due and payable on the maturity date within one year 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.52 DM_US 172750087-7.111690.0021

Conditions to Legal or Covenant Defeasance. The following shall be are the conditions precedent to the application of either Section 8.01(b) 8.2 or 8.01(c) 8.3 hereof to the outstanding Senior Subordinated SecuritiesNotes: In order to exercise either Legal Defeasance or Covenant Defeasance, : (ia) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the HoldersHolders of the Notes, cash in United States dollars, U.S. Legal TenderGovernment Securities, non-callable U.S. government obligations or a combination thereof, in such amounts as will be sufficientsufficient (without reinvestment), in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of or Redemption Price of, and interest and Liquidated Damages, if any, on the Senior Subordinated Securities outstanding Notes on the stated date for payment thereof or on the applicable redemption dateRedemption Date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to a particular Redemption Date; (iib) in the case of Legal Defeasancean election under Section 8.2 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding 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; (iiic) in the case of Covenant Defeasancean election under Section 8.3 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding 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; (ivd) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) or insofar as Events of Default under Section 6.01(f6.1(h) or (gi) are hereof is concerned, at any time in the period ending on the 91st ninety-first day after the date of depositdeposit (which condition shall not be deemed satisfied until such ninety-first day); (ve) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (vif) the Company shall have delivered deliver to the Trustee an Opinion of Counsel to the effect that after the ninety-first day following the deposit, the trust funds will not be subject to the effect of an avoidance or other order under any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; (g) the Company shall deliver to the Trustee an Officers' Certificate of the Company stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes over any the other creditors of the Company or Company, with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others; and (viih) the Company shall have delivered deliver to the Trustee an Officers' Certificate of the Company and an Opinion of Counsel, each stating that the all conditions precedent provided for or relating to the Legal Defeasance or Covenant Defeasance, as the Covenant Defeasance case may be, have been complied with; and (viii) the Company shall have delivered to the Trustee an Opinion of Counsel to that effect that (a) the trust funds will not be subject to any rights of holders of Senior Debt, including, without limitation, those arising under this Indenture and (b) assuming no intervening bankruptcy of the Company between the date of deposit and the 91st day following deposit and that no Holder is an insider of the Company, 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. Notwithstanding the foregoing, the Opinion of Counsel required by clause (ii) in the immediately preceding paragraph with respect to a Legal Defeasance need not be delivered if all Senior Subordinated Securities not theretofore delivered to the Trustee for cancellation (1) have become due and payable; or (2) will become due and payable on the maturity date within one year 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 CompanySECTION 8.5.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.01(b) or 8.01(c) to the outstanding Senior Subordinated Securities: In order to exercise either Legal Defeasance or Covenant Defeasance, (i) the Company Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, U.S. Legal Tender, non-callable U.S. government obligations or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of and interest on the Senior Subordinated Securities on the stated date for payment thereof or on the applicable redemption date, as the case may be; (ii) in the case of Legal Defeasance, the Company Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States 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 or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders 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; (iii) in the case of Covenant Defeasance, the Company Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders 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; (iv) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or insofar as Events of Default under Section 6.01(f) or (g) are concerned, at any time in the period ending on the 91st day after the 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 or any other material agreement or instrument to which the Company Cadmus or any of its Subsidiaries is a party or by which the Company Cadmus or any of its Subsidiaries is bound; (vi) the Company Issuer shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company Issuer with the intent of preferring the Holders over any other creditors of the Company Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company Issuer or others; (vii) the Company Issuer 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 (viii) the Company Issuer shall have delivered to the Trustee an Opinion of Counsel to that effect that (a) the trust funds will not be subject to any rights of holders of Senior Debt, including, without limitation, those arising under this Indenture and (b) assuming no intervening bankruptcy of the Company Issuer between the date of deposit and the 91st day following deposit and that no Holder is an insider of the CompanyIssuer, 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. Notwithstanding the foregoing, the Opinion of Counsel required by clause (ii) in the immediately preceding paragraph with respect to a Legal Defeasance need not be delivered if all Senior Subordinated Securities not theretofore delivered to the Trustee for cancellation (1) have become due and payable; or (2) will become due and payable on the maturity date within one year 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 CompanyIssuer.

Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.01(b) 8.02 or 8.01(c) 8.03 hereof to the outstanding Senior Subordinated SecuritiesNotes: In order to exercise either Legal Defeasance or Covenant Defeasance, (i) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the HoldersHolders of the Notes, cash in U.S. Legal Tenderdollars, non-callable U.S. government obligations Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of of, premium, if any, and interest and Liquidated Damages, if any, on the Senior Subordinated Securities outstanding Notes on the stated date for payment thereof maturity or on the 79 74 applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to a particular redemption date; (ii) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding 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; (iii) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding 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; (iv) no Default or an Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) or insofar as Events of Default under Section 6.01(f) from bankruptcy or (g) insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit; (v) such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under, this Indenture or under any other 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; (vi) the Company shall have delivered must deliver to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes over any 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 (vii) the Company shall have delivered must deliver to the Trustee an Officers' Certificate and an Opinion of Counsel, each in the case of the Officers' Certificate stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance in clauses (i)-(vi) have been complied with; and (viii) , and, in the Company shall have delivered to the Trustee an Opinion case of Counsel to that effect that (a) the trust funds will not be subject to any rights of holders of Senior Debt, including, without limitation, those arising under this Indenture and (b) assuming no intervening bankruptcy of the Company between the date of deposit and the 91st day following deposit and that no Holder is an insider of the Company, 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. Notwithstanding the foregoing, the Opinion of Counsel required by clause Counsel, that the conditions precedent provided for in clauses (ii), (iii) in the immediately preceding paragraph with respect to a Legal Defeasance need not be delivered if all Senior Subordinated Securities not theretofore delivered to the Trustee for cancellation and (1v) 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 name, and at the expense, of the Companybeen complied with.

Conditions to Legal or Covenant Defeasance. (a) The following shall be the conditions to the application exercise of either the Legal Defeasance option under Section 8.01(b) 8.02 or 8.01(c) the Covenant Defeasance option under Section 8.03 with respect to the outstanding Senior Subordinated SecuritiesNotes: In order to exercise either Legal Defeasance or Covenant Defeasance, (i1) the Company must irrevocably deposit with the Trustee, in trust, Trustee for the benefit of the Holders, cash in U.S. Legal Tenderdollars, non-callable U.S. government obligations Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion without consideration of a nationally recognized firm any reinvestment of independent public accountantsinterest, to pay the principal of principal, premium, if any, and interest due on the Senior Subordinated Securities outstanding Notes on the stated date for payment thereof Stated Maturity or on the applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to a particular redemption date; (ii2) in the case of Legal Defeasance, the Company shall have has 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, (A) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling ruling, or (B) since the date of this IndentureIssue Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall will confirm that, the Holders 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; (iii3) in the case of Covenant Defeasance, the Company shall have has 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 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; (iv4) no Default or Event of Default shall have has occurred and be is continuing on the date of such deposit or insofar will occur as Events a result of such deposit (other than a Default or an Event of Default under Section 6.01(fresulting from the borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) or (g) are concerned, at any time in and the period ending on the 91st day after the date of deposit; (v) such Legal Defeasance or Covenant Defeasance shall deposit will not result in a breach or violation of, or constitute a default under, this Indenture the Bank Facilities or any other material agreement or material instrument (other than this Indenture) to which the Company or any of its Subsidiaries Guarantor is a party or by which the Company or any of its Subsidiaries Guarantor is bound; (vi5) the Company shall have has delivered to the Trustee an Officers' Officer’s Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company Company, any Guarantor or others; (vii6) the Company shall have has delivered to the Trustee an Officers' Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and Counsel (viii) the Company shall have delivered to the Trustee an which Opinion of Counsel to that effect that (a) the trust funds will not may be subject to any rights of holders of Senior Debt, including, without limitation, those arising under this Indenture and (b) assuming no intervening bankruptcy of the Company between the date of deposit and the 91st day following deposit and that no Holder is an insider of the Company, 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. Notwithstanding the foregoing, the Opinion of Counsel required by clause (ii) in the immediately preceding paragraph with respect to a Legal Defeasance need not be delivered if all Senior Subordinated Securities not theretofore delivered to the Trustee for cancellation (1) have become due and payable; or (2) will become due and payable on the maturity date within one year 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.customary assumptions and