Common use of Conditions to Defeasance Clause in Contracts

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (i) the Company irrevocably deposits or causes to be deposited in trust with the Trustee funds in U.S. dollars in an amount sufficient, or U.S. Government Obligations, which through the scheduled payment of principal of and interest thereon will be sufficient, or a combination thereof sufficient, without reinvestment to pay the principal, premium, if any, and interest when due on all outstanding Notes (except Notes replaced pursuant to Section 2.7) to maturity or redemption, as the case may be; (ii) unless only U.S. dollars shall have been so deposited, the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their written opinion that the scheduled payments of principal and interest on the deposited U.S. Government Obligations plus any deposited money shall be sufficient, without reinvestment, to pay the principal, premium, if any, and interest when due on all outstanding Notes (except Notes replaced pursuant to Section 2.7) to maturity or redemption, as the case may be; (iii) 91 days pass after the deposit is made and during the 91-day period no Default specified in Section 6.1(6) or (7) occurs which is continuing at the end of the period; (iv) 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 defeating, hindering, delaying or defrauding any creditors of the Company or any Subsidiary Guarantors; (v) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Noteholders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; (vi) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Noteholders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; and (vii) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes as contemplated by this Article VIII have been complied with. Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of Notes at a future date in accordance with Article III.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (ia) the Company or any guarantor, if applicable, irrevocably deposits or causes to be deposited in trust with the Trustee funds in U.S. dollars in an amount sufficient, money or U.S. Government Obligations, which Obligations or a combination thereof that through the scheduled payment of principal of and interest thereon will in respect thereof in accordance with their terms shall provide cash at such times and in such amounts as shall be sufficient, or a combination thereof sufficient, without reinvestment sufficient to pay the principal, premium, if any, any premium and interest when due on all outstanding Notes (except Notes replaced pursuant to Section 2.72.08) to maturity or redemption, as the case may be; (iib) unless only U.S. dollars shall have been so deposited, the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants or valuation consultants expressing their written opinion that the scheduled payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment shall provide cash at such times and in such amounts as shall be sufficient, without reinvestment, sufficient to pay the principal, premium, if any, principal and interest when due on all outstanding Notes (except Notes replaced pursuant to Section 2.7) to maturity or redemption, as the case may be; (iiic) 91 days pass after the deposit is made and during the such 91-day period no Default specified in Section 6.1(6Sections 6.01(f) or (76.01(g) occurs which that is continuing at the end of the period; (ivd) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company or any guarantor, if applicable, with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or any Subsidiary Guarantorsguarantor, if applicable; (ve) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Noteholders Holders of Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; (vif) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Noteholders Holders of Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; and (viig) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes as contemplated by this Article VIII Indenture have been complied with. Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of any of the Notes at a future date in accordance with Article III3.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect to a series of the Notes only if: (ia) the Company or any guarantor, if applicable, irrevocably deposits or causes to be deposited in trust with the Trustee funds in U.S. dollars in an amount sufficient, money or U.S. Government Obligations, which Obligations or a combination thereof that through the scheduled payment of principal of and interest thereon will in respect thereof in accordance with their terms shall provide cash at such times and in such amounts as shall be sufficient, or a combination thereof sufficient, without reinvestment sufficient to pay the principal, premium, if any, principal and interest when due on all outstanding Notes of such series (except Notes replaced pursuant to Section 2.72.08) to maturity or redemption, as the case may be; (iib) unless only U.S. dollars shall have been so deposited, the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants or valuation consultants expressing their written opinion that the scheduled payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment shall provide cash at such times and in such amounts as shall be sufficient, without reinvestment, sufficient to pay the principal, premium, if any, principal and interest when due on all outstanding Notes (except Notes replaced pursuant to Section 2.7) of such series to maturity or redemption, as the case may be; (iiic) 91 days pass after the deposit is made and during the 91-day period no Default specified in Section 6.1(6Sections 6.01(e) or (76.01(f) occurs which that is continuing at the end of the period; (ivd) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company or any guarantor, if applicable, with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or any Subsidiary Guarantorsguarantor, if applicable; (ve) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Noteholders Holders of Notes of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; (vif) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Noteholders Holders of Notes of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; and (viig) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes as contemplated by this Article VIII Indenture have been complied with. Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of any of the Notes at a future date in accordance with Article III3.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (ia) the Company or any guarantor, if applicable, irrevocably deposits or causes to be deposited in trust with the Trustee funds in U.S. dollars in an amount sufficient, money or U.S. Government Obligations, which Obligations or a combination thereof that through the scheduled payment of principal of and interest thereon will in respect thereof in accordance with their terms shall provide cash at such times and in such amounts as shall be sufficient, or a combination thereof sufficient, without reinvestment sufficient to pay the principal, premium, if any, any premium and interest when due on all outstanding Notes (except Notes replaced pursuant to Section 2.72.08) to maturity or redemption, as the case may be; (iib) unless only U.S. dollars shall have been so deposited, the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants or valuation consultants expressing their written opinion that the scheduled payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment shall provide cash at such times and in such amounts as shall be sufficient, without reinvestment, sufficient to pay the principal, premium, if any, principal and interest when due on all outstanding Notes (except Notes replaced pursuant to Section 2.7) to maturity or redemption, as the case may be; (iiic) 91 days pass after the deposit is made and during the 91-day period no Default specified in Section 6.1(6Sections 6.01(f) or (76.01(g) occurs which that is continuing at the end of the period; (ivd) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company or any guarantor, if applicable, with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or any Subsidiary Guarantorsguarantor, if applicable; (ve) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Noteholders Holders of Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; (vif) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Noteholders Holders of Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; and (viig) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes as contemplated by this Article VIII Indenture have been complied with. Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of any of the Notes at a future date in accordance with Article III3.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect to a series of the Notes only if: (ia) the Company or any guarantor, if applicable, irrevocably deposits or causes to be deposited in trust with the Trustee funds in U.S. dollars in an amount sufficient, money or U.S. Government Obligations, which Obligations that through the scheduled payment of principal of and interest thereon will in respect thereof in accordance with their terms shall provide cash at such times and in such amounts as shall be sufficient, or a combination thereof sufficient, without reinvestment sufficient to pay the principal, premium, if any, principal and interest when due on all outstanding Notes of such series (except Notes replaced pursuant to Section 2.72.08) to maturity or redemption, as the case may be; (iib) unless only U.S. dollars shall have been so deposited, the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants or valuation consultants expressing their written opinion that the scheduled payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment shall provide cash at such times and in such amounts as shall be sufficient, without reinvestment, sufficient to pay the principal, premium, if any, principal and interest when due on all outstanding Notes (except Notes replaced pursuant to Section 2.7) of such series to maturity or redemption, as the case may be; (iiic) 91 days pass after the deposit is made and during the 91-day period no Default specified in Section 6.1(6Sections 6.01(h) or (76.01(i) occurs which that is continuing at the end of the period; (ivd) the Company shall have delivered to the Trustee an Officers’ Officer’s Certificate stating that the deposit was not made by the Company or any guarantor, if applicable, with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or any Subsidiary Guarantorsguarantor, if applicable; (ve) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Noteholders Holders of Notes of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; (vif) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Noteholders Holders of Notes of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; and (viig) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes as contemplated by this Article VIII 8 have been complied with. Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of any of the Notes at a future date in accordance with Article III3.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect to a series of the Notes only if: (i1) the Company irrevocably deposits or causes to be deposited in trust with the Trustee funds in U.S. dollars in an amount sufficient, money or U.S. Government Obligations, which Obligations that through the scheduled payment of principal of and interest thereon will in respect thereof in accordance with their terms shall provide cash at such times and in such amounts as shall be sufficient, or a combination thereof sufficient, without reinvestment sufficient to pay the principal, premium, if any, principal and interest when due on all outstanding Notes of such series (except Notes replaced pursuant to Section 2.72.8) to maturity or redemption, as the case may be; (ii2) unless only U.S. dollars shall have been so deposited, the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their written opinion that the scheduled payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment shall provide cash at such times and in such amounts as shall be sufficient, without reinvestment, sufficient to pay the principal, premium, if any, principal and interest when due on all outstanding Notes (except Notes replaced pursuant to Section 2.7) of such series to maturity or redemption, as the case may be; (iii3) 91 days pass after the deposit is made and during the 91-day period no Default specified in Section 6.1(66.1(7) or (7) 8) occurs which that is continuing at the end of the period; (iv4) the Company shall have delivered to the Trustee an Officers’ Officer’s Certificate stating that the deposit was not made by the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or any Subsidiary Guarantors; (v5) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Noteholders Holders of Notes of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; (vi6) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Noteholders Holders of Notes of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; and (vii7) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes as contemplated by this Article VIII have been complied with. Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of any of the Notes at a future date in accordance with Article III.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes a series of Securities only if: (ia) the Company irrevocably deposits or causes to be deposited in trust with the Trustee funds in U.S. dollars in an amount sufficient, or U.S. Government Obligations, which through the scheduled payment of principal of and interest thereon will be sufficient, or a combination thereof sufficient, without reinvestment to pay the principal, premium, if any, and interest when due on all outstanding Notes Outstanding Securities of such series (except Notes Securities replaced pursuant to Section 2.73.06) to maturity or redemption, as the case may be; (iib) unless only U.S. dollars shall have been so deposited, the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their written opinion that the scheduled payments of principal and interest on the deposited U.S. Government Obligations plus any deposited money shall be sufficient, without reinvestment, to pay the principal, premium, if any, and interest when due on all outstanding Notes (except Notes replaced pursuant to Section 2.7) Outstanding Securities of such series to maturity or redemption, as the case may be; (iiic) 91 days pass after the deposit is made and during the 91-day period no Default default specified in Section 6.1(67.01(g) or (7Section 7.01(h) occurs which is continuing at the end of the period; (ivd) 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 defeating, hindering, delaying or defrauding any creditors of the Company or any Subsidiary Guarantors; (ve) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Noteholders Holders of Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; (vif) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Noteholders Holders of Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; and (viig) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes Securities as contemplated by this Article VIII Six have been complied with. Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of Notes Securities at a future date in accordance with Article IIIFour.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (i) the Company irrevocably deposits or causes to be deposited in trust with the Trustee funds in U.S. dollars in an amount sufficient, or U.S. Government Obligations, which through the scheduled payment of principal of and interest thereon will be sufficient, or a combination thereof sufficient, without reinvestment to pay the principal, premium, if any, and interest when due on all outstanding Notes (except Notes replaced pursuant to Section 2.7) to maturity or redemption, as the case may be; (ii) unless only U.S. dollars shall have been so deposited, the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their written opinion that the scheduled payments of principal and interest on the deposited U.S. Government Obligations plus any deposited money shall be sufficient, without reinvestment, to pay the principal, premium, if any, and interest when due on all outstanding Notes (except Notes replaced pursuant to Section 2.7) to maturity or redemption, as the case may be; (iii) 91 days pass after the deposit is made and during the 91-day period no Default specified in Section 6.1(6) or (7) occurs which is continuing at the end of the period; (iv) 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 defeating, hindering, delaying or defrauding any creditors of the Company or any Subsidiary Guarantors; (v) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Noteholders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; (vi) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Noteholders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; and (vii) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes as contemplated by this Article VIII have been complied with. Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of Notes at a future date in accordance with Article III.

Conditions to Defeasance. (a) The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (i1) the Company irrevocably deposits or causes to be deposited in trust with the Trustee funds in U.S. dollars in an amount sufficient, money or U.S. Government ObligationsObligations in amounts (including interest, which through the scheduled payment but without consideration of principal any reinvestment of such interest) and interest thereon will be maturities sufficient, or but in the case of the legal defeasance option only, not more than such amounts (as certified by a combination thereof sufficientnationally recognized firm of independent public accountants), without reinvestment to pay and discharge at their Stated Maturity (or such earlier redemption date as the principalCompany shall have specified to the Trustee) the principal of, premium, if any, and interest when due on all outstanding Notes (except Notes replaced pursuant to Section 2.7) to maturity or redemption, as the case may be; (ii) unless only U.S. dollars , and to pay all of the sums payable by it hereunder; provided that the Trustee shall have been so deposited, irrevocably instructed to apply such money or the Company delivers to the Trustee a certificate from a nationally recognized firm proceeds of independent accountants expressing their written opinion that the scheduled payments of principal and interest on the deposited such U.S. Government Obligations plus any deposited money shall be sufficient, without reinvestment, to pay the payment of said principal, premium, if any, and interest when due on all outstanding Notes (except Notes replaced pursuant with respect to Section 2.7) to maturity or redemption, as the case may beNotes; (iii2) in the case of the legal defeasance option only, 91 days pass after the deposit is made and during the 91-91 day period no Default specified in Section 6.1(66.01(a)(8) or (79) hereof with respect to the Company occurs which is continuing at the end of the period; (iv3) no Default has occurred and is continuing on the date of such deposit and after giving effect thereto; (4) the deposit does not constitute a default under any other agreement binding on the Company; (5) the Company shall have delivered delivers to the Trustee an Officers’ Certificate stating Opinion of Counsel to the effect that the trust resulting from the deposit was does not made by constitute, or is qualified as, a regulated investment company under the Investment Company with the intent Act of defeating1940, hindering, delaying or defrauding any creditors of the Company or any Subsidiary Guarantorsas amended; (v6) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (ix) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (iiy) since the date of this Indenture there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Noteholders Holders will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; (vi7) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Noteholders Holders will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (vii) 8) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes as contemplated by this Article VIII 8 have been complied with. (b) In order to have money available on a payment date to pay Accreted Value, premium, if any, or interest on the Notes, the U.S. Government Obligations deposited pursuant to preceding clause (a) shall be payable as to principal or interest at least one Business Day before such payment date in such amounts as shall provide the necessary money. U.S. Government Obligations shall not be callable at the issuer’s option. (c) Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of Notes at a future date in accordance with Article III3 hereof.

Conditions to Defeasance. (a) The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (i) the Company irrevocably deposits or causes to be deposited in trust with the Trustee funds in U.S. dollars in an amount sufficient, money or U.S. Government ObligationsObligations in amounts (including interest, which through the scheduled payment but without consideration of principal any reinvestment of such interest) and interest thereon will be maturities sufficient, or but in the case of the legal defeasance option only, not more than such amounts (as certified by a combination thereof sufficientnationally recognized firm of independent public accountants), without reinvestment to pay and discharge at their Stated Maturity (or such earlier redemption date as the principalCompany shall have specified to the Trustee) the principal of, premium, if any, and interest when due on all outstanding Notes (except Notes replaced pursuant to Section 2.7) Securities to maturity or redemption, as the case may be; (ii) unless only U.S. dollars , and to pay all of the sums payable by it hereunder; provided, that the Trustee shall have been so deposited, irrevocably instructed to apply such money or the Company delivers to the Trustee a certificate from a nationally recognized firm proceeds of independent accountants expressing their written opinion that the scheduled payments of principal and interest on the deposited such U.S. Government Obligations plus any deposited money shall be sufficient, without reinvestment, to pay the payment of said principal, premium, if any, and interest when due on all outstanding Notes (except Notes replaced pursuant with respect to Section 2.7) to maturity or redemption, as the case may beSecurities; (iiiii) 91 in the case of the legal defeasance option only, 123 days pass after the deposit is made and during the 91-123 day period no Default or Event of Default specified in Section 6.1(66.01(viii) or (7ix) hereof with respect to the Company or a Significant Subsidiary occurs which is continuing at the end of the period; (iii) no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect thereto; (iv) the deposit does not constitute a default under any other agreement binding on the Company; (v) the Company shall have delivered delivers to the Trustee an Officers’ Certificate stating Opinion of Counsel to the effect that the trust resulting from the deposit was does not made by constitute, or qualify as, an investment company under the Investment Company with the intent Act of defeating1940, hindering, delaying or defrauding any creditors of the Company or any Subsidiary Guarantorsas amended; (vvi) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (ix) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (iiy) since the date of this Indenture there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Noteholders Securityholders will not recognize income, gain or loss for federal U.S. Federal income tax purposes as a result of such deposit and defeasance and will be subject to federal U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (vivii) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Noteholders Securityholders will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (viiviii) the Company delivers to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes Securities as contemplated by this Article VIII 8 have been complied with. (b) In order to have money available on a payment date to pay principal, premium, if any, or interest on the Securities, the U.S. Government Obligations deposited pursuant to preceding clause (a) shall be payable as to principal or interest at least one Business Day before such payment date in such amounts as shall provide the necessary money. U.S. Government Obligations shall not be callable at the issuer's option. (c) Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of Notes Securities at a future date in accordance with Article III3 hereof.

Conditions to Defeasance. (a) The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (i) the Company irrevocably deposits or causes to be deposited in trust with the Trustee funds in U.S. dollars in an amount sufficient, money or U.S. Government ObligationsObligations in amounts (including interest, which through the scheduled payment but without consideration of principal any reinvestment of such interest) and interest thereon will be maturities sufficient, or but in the case of the legal defeasance option only, not more than such amounts (as certified by a combination thereof sufficientnationally recognized firm of independent public accountants), without reinvestment to pay and discharge at their Stated Maturity (or such earlier redemption date as the principalCompany shall have specified to the Trustee) the principal of, premium, if any, and interest when due on all outstanding Notes (except Notes replaced pursuant to Section 2.7) Securities to maturity or redemption, as the case may be; (ii) unless only U.S. dollars , and to pay all of the sums payable by it hereunder; provided, that the Trustee shall have been so deposited, irrevocably instructed to apply such money or the Company delivers to the Trustee a certificate from a nationally recognized firm proceeds of independent accountants expressing their written opinion that the scheduled payments of principal and interest on the deposited such U.S. Government Obligations plus any deposited money shall be sufficient, without reinvestment, to pay the payment of said principal, premium, if any, and interest when due on all outstanding Notes (except Notes replaced pursuant with respect to Section 2.7) to maturity or redemption, as the case may beSecurities; (iiiii) 91 in the case of the legal defeasance option only, 123 days pass after the deposit is made and during the 91-123 day period no Default or Event of Default specified in Section 6.1(66.01(viii) or (7ix) hereof with respect to the Company or any Subsidiary Guarantor occurs which is continuing at the end of the period; (iii) no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect thereto; (iv) the deposit does not constitute a default under any other agreement binding on the Company; (v) the Company shall have delivered delivers to the Trustee an Officers’ Certificate stating Opinion of Counsel to the effect that the trust resulting from the deposit was does not made by constitute, or is qualified as, a regulated investment company under the Investment Company with the intent Act of defeating1940, hindering, delaying or defrauding any creditors of the Company or any Subsidiary Guarantorsas amended; (vvi) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (ix) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (iiy) since the date of this Indenture there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Noteholders Securityholders will not recognize income, gain or loss for federal U.S. Federal income tax purposes as a result of such deposit and defeasance and will be subject to federal U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (vivii) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Noteholders Securityholders will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (viiviii) the Company delivers to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes Securities as contemplated by this Article VIII 8 have been complied with. (b) In order to have money available on a payment date to pay principal, premium, if any, or interest on the Securities, the U.S. Government Obligations deposited pursuant to preceding clause (a) shall be payable as to principal or interest at least one Business Day before such payment date in such amounts as shall provide the necessary money. U.S. Government Obligations shall not be callable at the issuer's option. (c) Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of Notes Securities at a future date in accordance with Article III3 hereof.

Conditions to Defeasance. (a) The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (i1) the Company irrevocably deposits or causes to be deposited in trust with the Trustee funds in U.S. dollars in an amount sufficient, money or U.S. Government ObligationsObligations in amounts (including interest, which through the scheduled payment but without consideration of principal any reinvestment of such interest) and interest thereon will be maturities sufficient, or but in the case of the legal defeasance option only, not more than such amounts (as certified by a combination thereof sufficientnationally recognized firm of independent public accountants), without reinvestment to pay and discharge at their Stated Maturity (or such earlier redemption date as the principalCompany shall have specified to the Trustee) the principal of, premium, if any, and interest when due on all outstanding Notes (except Notes replaced pursuant to Section 2.7) to maturity or redemption, as the case may be; (ii) unless only U.S. dollars , and to pay all of the sums payable by it hereunder; provided that the Trustee shall have been so deposited, irrevocably instructed to apply such money or the Company delivers to the Trustee a certificate from a nationally recognized firm proceeds of independent accountants expressing their written opinion that the scheduled payments of principal and interest on the deposited such U.S. Government Obligations plus any deposited money shall be sufficient, without reinvestment, to pay the payment of said principal, premium, if any, and interest when due on all outstanding Notes (except Notes replaced pursuant with respect to Section 2.7) to maturity or redemption, as the case may beNotes; (iii2) in the case of the legal defeasance option only, 91 days pass after the deposit is made and during the 91-91 day period no Default specified in Section 6.1(66.01(a)(9) or (710) hereof with respect to the Company or any Guarantor occurs which is continuing at the end of the period; (iv3) no Default has occurred and is continuing on the date of such deposit and after giving effect thereto; (4) the deposit does not constitute a default under any other agreement binding on the Company; (5) the Company shall have delivered delivers to the Trustee an Officers’ Certificate stating Opinion of Counsel to the effect that the trust resulting from the deposit was does not made by constitute, or is qualified as, a regulated investment company under the Investment Company with the intent Act of defeating1940, hindering, delaying or defrauding any creditors of the Company or any Subsidiary Guarantorsas amended; (v6) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (ix) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (iiy) since the date of this Indenture there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Noteholders Holders will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; (vi7) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Noteholders Holders will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (vii) 8) the Company delivers to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes as contemplated by this Article VIII 8 have been complied with. (b) In order to have money available on a payment date to pay principal, premium, if any, or interest on the Notes, the U.S. Government Obligations deposited pursuant to preceding clause (a) shall be payable as to principal or interest at least one Business Day before such payment date in such amounts as shall provide the necessary money. U.S. Government Obligations shall not be callable at the issuer's option. (c) Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of Notes at a future date in accordance with Article III3 hereof.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect to a series of the Notes only if: (ia) the Company or any guarantor, if applicable, irrevocably deposits or causes to be deposited in trust with the Trustee funds in U.S. dollars in an amount sufficient, money or U.S. Government Obligations, which Obligations or a combination thereof that through the scheduled payment of principal of and interest thereon will in respect thereof in accordance with their terms shall provide cash at such times and in such amounts as shall be sufficient, or a combination thereof sufficient, without reinvestment sufficient to pay the principal, premium, if any, principal and interest when due on all outstanding Notes of such series (except Notes replaced pursuant to Section 2.72.08) to maturity or redemption, as the case may be; (iib) unless only U.S. dollars shall have been so deposited, the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants or valuation consultants expressing their written opinion that the scheduled payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment shall provide cash at such times and in such amounts as shall be sufficient, without reinvestment, sufficient to pay the principal, premium, if any, principal and interest when due on all outstanding Notes (except Notes replaced pursuant to Section 2.7) of such series to maturity or redemption, as the case may be; (iiic) 91 days pass after the deposit is made and during the such 91-day period no Default specified in Section 6.1(6Sections 6.01(e) or (76.01(f) occurs which that is continuing at the end of the period; (ivd) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company or any guarantor, if applicable, with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or any Subsidiary Guarantorsguarantor, if applicable; (ve) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Noteholders Holders of Notes of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; (vif) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Noteholders Holders of Notes of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; and (viig) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes as contemplated by this Article VIII Indenture have been complied with. Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of any of the Notes at a future date in accordance with Article III3.

Conditions to Defeasance. (a) The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (i) the Company irrevocably deposits or causes to be deposited in trust with the Trustee funds in U.S. dollars in an amount sufficient, money or U.S. Government ObligationsObligations in amounts (including interest, which through the scheduled payment but without consideration of principal any reinvestment of such interest) and interest thereon will be maturities sufficient, or but in the case of the legal defeasance option only, not more than such amounts (in each case as certified by a combination thereof sufficientnationally recognized firm of independent public accountants), without reinvestment to pay and discharge at their Stated Maturity (or such earlier redemption date as the principalCompany shall have specified to the Trustee) the principal of, premium, if any, and interest when due on all outstanding Notes (except Notes replaced pursuant to Section 2.7) Securities to maturity or redemption, as the case may be; (ii) unless only U.S. dollars , and to pay all of the sums payable by it hereunder; provided, that the Trustee shall have been so deposited, irrevocably instructed to apply such money or the Company delivers to the Trustee a certificate from a nationally recognized firm proceeds of independent accountants expressing their written opinion that the scheduled payments of principal and interest on the deposited such U.S. Government Obligations plus any deposited money shall be sufficient, without reinvestment, to pay the payment of said principal, premium, if any, and interest when due on all outstanding Notes (except Notes replaced pursuant with respect to Section 2.7) to maturity or redemption, as the case may beSecurities; (iiiii) 91 in the case of the legal defeasance option only, 123 days pass after the deposit is made and during the 91-123 day period no Default or Event of Default specified in Section 6.1(66.01(ix) or (7x) hereof with respect to the Company or any Subsidiary Guarantor occurs which is continuing at the end of the period; (iii) no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect thereto; (iv) the deposit does not constitute a default under any other agreement binding on the Company; (v) the Company shall have delivered delivers to the Trustee an Officers’ Certificate stating Opinion of Counsel to the effect that the trust resulting from the deposit was does not made by constitute, or is qualified as, a regulated investment company under the Investment Company with the intent Act of defeating1940, hindering, delaying or defrauding any creditors of the Company or any Subsidiary Guarantorsas amended; (vvi) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (ix) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (iiy) since the date of this Indenture there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Noteholders Securityholders will not recognize income, gain or loss for federal U.S. Federal income tax purposes as a result of such deposit and defeasance and will be subject to federal U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (vivii) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Noteholders Securityholders will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (viiviii) the Company delivers to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes Securities as contemplated by this Article VIII 8 have been complied with. (b) In order to have money available on a payment date to pay principal, premium, if any, or interest on the Securities, the U.S. Government Obligations deposited pursuant to preceding clause (a) shall be payable as to principal or interest at least one Business Day before such payment date in such amounts as shall provide the necessary money. U.S. Government Obligations shall not be callable at the issuer's option. (c) Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of Notes Securities at a future date in accordance with Article III3 hereof.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (i) the Company irrevocably deposits or causes to be deposited in trust with the Trustee funds in U.S. dollars in an amount sufficient, money or U.S. Government Obligations, which through Obligations for the scheduled payment of principal of and interest thereon will be sufficient, or a combination thereof sufficient, without reinvestment to pay on the principal, premium, if any, and interest when due on all outstanding Notes (except Notes replaced pursuant to Section 2.7) Securities to maturity or redemption, as the case may be; (ii) unless only U.S. dollars shall have been so deposited, the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their written opinion that the scheduled payments of principal and interest on when due and without reinvestment of the deposited U.S. Government Obligations plus any deposited money shall without reinvestment will provide cash at such times and in such amounts as will be sufficient, without reinvestment, sufficient to pay the principal, premium, if any, principal and interest when due on all outstanding Notes (except Notes replaced pursuant to Section 2.7) the Securities to maturity or redemption, as the case may be; (iii) 91 (A) no Event of Default (excluding a Default or Event of Default arising from breach of Section 4.3 as a result of the borrowing of funds to be applied to such deposit) shall have occurred or be continuing on the date of such deposit and (B) 123 days pass after the deposit is made and during the 91123-day period no Default specified in Section 6.1(66.1(vii) or (76.1(viii) with respect to the Company occurs which is continuing at the end of the such period; (iv) the deposit does not constitute a default under any other agreement binding on the Company shall have delivered and is not prohibited by Article X; (v) the Company delivers to the Trustee an Officers’ Certificate stating Opinion of Counsel to the effect that the trust resulting from the deposit was does not made by constitute, or is qualified as, a regulated investment company under the Investment Company with the intent Act of defeating, hindering, delaying or defrauding any creditors of the Company or any Subsidiary Guarantors1940; (vvi) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (iA) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (iiB) since the date of this Indenture hereof there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Noteholders Holders will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit and 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 deposit and legal defeasance had not occurred; (vivii) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Noteholders Holders will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; (viii) The Holders shall have a perfected security interest under applicable law in the cash or U.S. Government Obligations deposited pursuant to Section 8.2(i) above; (ix) The Company shall have delivered to the Trustee an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee, to the effect that, after the passage of 123 days following the deposit, the trust funds will not be subject to any applicable bankruptcy, insolvency, reorganization or similar law affecting creditors' rights generally; (x) such defeasance shall not cause the Trustee to have a conflicting interest with respect to any securities of the Company; and (viixi) the Company delivers to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes Securities and this Indenture as contemplated by this Article VIII have been complied with. Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of Notes Securities at a future date in accordance with Article III.

Conditions to Defeasance. The Company Holdings may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (i1) the Company Holdings irrevocably deposits or causes to be deposited in trust (the "defeasance trust") with the Trustee funds in U.S. dollars in an amount sufficient, money or U.S. Government Obligations, which through Obligations sufficient for the scheduled payment in full of the principal of and interest thereon will be sufficient(or, or a combination thereof sufficientif prior to September 15, without reinvestment to pay 2004, the principalAccreted Value of), premium, if any, and any accrued and unpaid interest when due on all outstanding on, and Liquidated Damages, if any, with respect to the Notes (except Notes replaced pursuant to Section 2.7) to then outstanding, as of the maturity date, the redemption date or redemptionthe Purchase Date, as the case may be; (ii2) unless only U.S. dollars shall have been so deposited, the Company Holdings delivers to the Trustee a certificate from a nationally recognized firm of independent accountants or an investment bank expressing their written its opinion that the scheduled payments of principal and interest on when due and without reinvestment of the deposited U.S. Government Obligations plus any deposited money shall without investment will provide cash at such times and in such amounts as will be sufficient, without reinvestment, sufficient to pay the principalwhen due principal of, premium, if any, and any accrued and unpaid interest when due on on, and Liquidated Damages, if any, with respect to all outstanding the Notes (except Notes replaced pursuant to Section 2.7) to maturity or redemption, as the case may be; (iii3) since Holdings' irrevocable deposit provided for in Section 8.02(1), 91 days pass after the deposit is made and during the 91-day period no Default specified in Section 6.1(6) or (7) occurs which is continuing at the end of the periodhave passed; (iv4) no Default has occurred and is continuing on the date of such deposit and after giving effect to it; (5) the Company shall have delivered deposit does not constitute a default under any other agreement binding on Holdings; (6) Holdings delivers to the Trustee an Officers’ Certificate stating Opinion of Counsel to the effect that the trust resulting from the deposit was does not made by constitute, or is qualified as, a regulated investment company under the Investment Company with the intent Act of defeating1940, hindering, delaying or defrauding any creditors of the Company or any Subsidiary Guarantorsas amended; (v7) in the case of the legal defeasance option, the Company Holdings shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company Holdings has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (ii) since the date of this Indenture there has been a change in the under applicable federal income tax law, in either case case, to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Noteholders Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance and will be subject to federal income tax on the same amountsamount, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (vi) 8) in the case of the covenant defeasance option, the Company Holdings shall have delivered to the Trustee an Opinion of Counsel to the effect that the Noteholders Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amountsamount, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurredoccurred (and, in the case of legal defeasance only, such opinion of counsel must be based on a ruling of the Internal Revenue Service or other change in applicable federal income tax law); and (vii9) the Company Holdings delivers to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes as contemplated by this Article VIII 8 have been complied withsatisfied. Before or after a deposit, the Company Holdings may make arrangements satisfactory to the Trustee for the redemption or purchase of Notes at a future date in accordance with Article III3.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (ia) the Company irrevocably deposits or causes to be deposited in trust with the Trustee funds in U.S. dollars in an amount sufficient, money or U.S. Government ObligationsObligations in amounts (including interest, which through the scheduled payment but without consideration of principal any reinvestment of such interest) and interest thereon will be maturities sufficient, or but in the case of the legal defeasance option only, not more than such amounts (as certified by a combination thereof sufficientnationally recognized firm of independent public accountants), without reinvestment to pay and discharge at their Stated Maturity (or such earlier redemption date as the principalCompany shall have specified to the Trustee) the principal of, premium, if any, and interest when due on all outstanding Notes (except Notes replaced pursuant to Section 2.7) Securities to maturity or redemption, as the case may be; (ii) unless only U.S. dollars , and to pay all of the sums payable by it hereunder; provided, that the Trustee shall have been so deposited, irrevocably instructed to apply such money or the Company delivers to the Trustee a certificate from a nationally recognized firm proceeds of independent accountants expressing their written opinion that the scheduled payments of principal and interest on the deposited such U.S. Government Obligations plus any deposited money shall be sufficient, without reinvestment, to pay the payment of said principal, premium, if any, and interest when due on all outstanding Notes (except Notes replaced pursuant with respect to Section 2.7) to maturity or redemption, as the case may beSecurities; (iiib) 91 in the case of the legal defeasance option only, 123 days pass after the deposit is made and during the 91-123 day period no Default specified in Section 6.1(66.1(vii) or (7) hereof with respect to the Company occurs which is continuing at the end of the period; (ivc) no Default has occurred and is continuing on the date of such deposit and after giving effect thereto; (d) the deposit does not constitute a default under any other agreement binding on the Company; (e) the Company shall have delivered delivers to the Trustee an Officers’ Certificate stating Opinion of Counsel to the effect that the trust resulting from the deposit was does not made by constitute, or is qualified as, a regulated investment company under the Investment Company with the intent Act of defeating1940, hindering, delaying or defrauding any creditors of the Company or any Subsidiary Guarantorsas amended; (vf) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (ix) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (iiy) since the date of this Indenture there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Noteholders Securityholders will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; (vig) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Noteholders Securityholders will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (viih) the Company delivers to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes Securities as contemplated by this Article VIII have been complied with. (i) In order to have money available on a payment date to pay principal, premium, if any, or interest on the Securities, the U.S. Government Obligations deposited pursuant to preceding clause (a) shall be payable as to principal or interest at least one Business Day before such payment date in such amounts as shall provide the necessary money. U.S. Government Obligations shall not be callable at the issuer's option. (j) Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of Notes Securities at a future date in accordance with Article IIIIII hereof.