Common use of Defeasance and Discharge Clause in Contracts

Defeasance and Discharge. Upon the Company’s exercise under Section 1201 of the option applicable to this Section 1202, the Company shall be deemed to have been released and discharged from its obligations with respect to the Defeased Notes on the date the relevant conditions set forth in Section 1204 below are satisfied (hereinafter, “Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the Defeased Notes, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1205 and the other Sections of this Indenture referred to in clauses (a) and (b) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all other obligations under such Notes and this Indenture insofar as such Notes are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following, which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of Defeased Notes to receive, solely from the trust fund described in Section 1204 and as more fully set forth in such Section, payments in respect of the principal of and premium, if any, and interest on such Notes when such payments are due, (b) the Company’s obligations with respect to such Defeased Notes under Sections 304, 305, 306, 402 and 403, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including the Trustee’s rights under Section 707, and (d) this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. Subject to compliance with this Article XII, the Company may, at its option and at any time, exercise its option under this Section 1202 notwithstanding the prior exercise of its option under Section 1203 with respect to the Notes.

Defeasance and Discharge. Upon the Company’s exercise under Section 1201 of the its option applicable to have this Section 1202applied to the Notes, the Company shall be deemed to have been released and discharged from its obligations with respect to the Defeased such Notes as provided in this Section on and after the date the relevant conditions set forth in Section 1204 below 1404 are satisfied (hereinafter, hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Defeased Notes, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1205 such Notes and the other Sections of this Indenture referred to in clauses (a) and (b) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all its other obligations under such Notes and this the Indenture insofar as such the Notes are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for subject to the following, which shall survive until otherwise terminated or discharged hereunder: (a1) the rights of Holders of Defeased such Notes to receive, solely from the trust fund described in Section 1204 1404 and as more fully set forth in such Section, payments in respect of the principal of and premium, if any, any premium and interest on such Notes when such payments are due, (b2) the Company’s obligations with respect to such Defeased Notes under Sections 304404, 305405, 306406, 402 1102, 1103 and 4031104(a) and its obligations under Section 314(a) of the Trust Indenture Act, (c3) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including the Trustee’s rights under Section 707, hereunder and (d4) this Article XIIArticle. If the Company exercises its defeasance option under pursuant to this Section 12021402, the Subsidiary Guarantees will terminate with respect to the Notes, and payment of the Notes may not be accelerated pursuant to Section 602 because of an Event of Default with respect theretoDefault. Subject to compliance with this Article XIIArticle, the Company may, at its option and at any time, may exercise its option under (if any) to have this Section 1202 applied to any Notes notwithstanding the prior exercise of its option under (if any) to have Section 1203 with respect 1403 applied to the such Notes.

Defeasance and Discharge. Upon the Company’s 's exercise under Section 1201 of the above option applicable to this Section 120214.02 with respect to any Securities of or within a series, the Company shall be deemed to have been released and discharged from its obligations with respect to the Defeased Notes such Securities on the date the relevant conditions set forth in Section 1204 below 14.04 are satisfied (hereinafter, “Defeasance”"defeasance"). For this purpose, such Defeasance defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Defeased Notessuch Securities, which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 1205 14.05 and the other Sections of this Indenture referred to in clauses (aA) and (bB) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all of its other obligations under such Notes Securities and this Indenture insofar as such Notes Securities are concerned (and the TrusteeTrustees, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (aA) the rights of Holders of Defeased Notes such Securities to receive, solely from the trust fund described in Section 1204 14.04 and as more fully set forth in such Section, payments in respect of the principal of and premiumof, premium (if any, ) and interest (if any) on such Notes Securities when such payments are due, (bB) the Company’s 's obligations with respect to such Defeased Notes Securities under Sections 3043.05, 3053.06, 306, 402 10.02 and 40310.03, (cC) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including the Trustee’s rights under Section 707, Trustees hereunder and (dD) this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect theretoFourteen. Subject to compliance with this Article XIIFourteen, the Company may, at its option and at any time, may exercise its option under this Section 1202 14.02 notwithstanding the prior exercise of its option under Section 1203 14.03 with respect to the Notessuch Securities.

Defeasance and Discharge. Upon the Company’s exercise under Section 1201 of the option applicable to this Section 1202, the Company shall be deemed to have been released and discharged from its obligations with respect to the Defeased Notes on the date the relevant conditions set forth in Section 1204 below are satisfied (hereinafter, “Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the Defeased Notes, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1205 and the other Sections of this Indenture referred to in clauses (a) and (b) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all other obligations under such Notes and this Indenture insofar as such Notes are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following, which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of Defeased Notes to receive, solely from the trust fund described in Section 1204 and as more fully set forth in such Section, payments in respect of the principal of and premium, if any, and interest on such Notes when such payments are due, (b) the Company’s obligations with respect to such Defeased Notes under Sections 304, 305, 306, 402 402, and 403, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including the Trustee’s rights under Section 707, and the Company’s obligations under Section 707, and (d) this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. Subject to compliance with this Article XII, the Company may, at its option and at any time, exercise its option under this Section 1202 notwithstanding the prior exercise of its option under Section 1203 with respect to the Notes.

Defeasance and Discharge. Upon the CompanyIssuers’ or the Parent Guarantor’s exercise under Section 1201 8.01 of the option applicable to this Section 12028.02, the Company Issuers, the Parent Guarantor and the Subsidiary Guarantors shall be deemed to have been released and discharged from its their obligations with respect to the Defeased Notes on the date the relevant conditions set forth in Section 1204 below 8.04 are satisfied (hereinafter, “Defeasancelegal defeasance”). For this purpose, such Defeasance legal defeasance means that the Company Issuers shall be deemed to have paid and discharged the entire Indebtedness Debt represented by the Defeased Notes, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1205 outstanding Notes and the other Sections of this Indenture referred to in clauses (a) and (b) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all their other obligations under such the Notes and this Indenture insofar as such Notes are concerned (and the Trustee, at the expense of the CompanyIssuers, shall execute proper instruments acknowledging the same), except for the following, following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of Defeased outstanding Notes to receive, solely from the trust fund described in Section 1204 8.08 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, on) and interest on such Notes when such payments are due, (b) the Company’s obligations with respect to such Defeased Notes under Sections 304, 305, 306, 402 and 403provisions set forth in Section 8.06, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including hereunder and the Trustee’s rights under Section 707, Issuers’ and the Guarantors’ obligations in connection therewith and (d) this Section 8.02. Subject to compliance with this Article XII. If Eight, the Company exercises its Issuers and the Parent Guarantor may exercise their option under this Section 12028.02 notwithstanding the prior exercise of their option under Section 8.03 with respect to the Notes. If the Issuers or the Parent Guarantor exercises their legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect theretoDefault. Subject to compliance with this Article XIIIf the Issuers exercise their legal defeasance option, each Guarantor, if any, shall be released from all its obligations under its Guarantee, and the Company may, at its option and at any time, exercise its option under this Section 1202 notwithstanding the prior exercise Trustee shall execute a release of its option under Section 1203 with respect to the Notessuch Guarantee.

Defeasance and Discharge. Upon the Company’s exercise under Section 1201 of the option applicable to this Section 1202, the Company shall be deemed to have been released and discharged from its obligations with respect to the Defeased Notes on the date the relevant conditions set forth in Section 1204 below are satisfied (hereinafter, “Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the Defeased Notes, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1205 and the other Sections of this Indenture referred to in clauses (a) and (b) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all other obligations under such Notes and this Indenture insofar as such Notes are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following, which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of Defeased Notes to receive, solely from the trust fund described in Section 1204 and as more fully set forth in such Section, payments in respect of the principal of and premium, if any, and interest on such Notes when such payments are due, (b) the Company’s obligations with respect to such Defeased Notes under Sections 304, 305, 306, 402 402, and 403, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including the Trustee’s rights under Section 707, and (d) this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. Subject to compliance with this Article XII, the Company may, at its option and at any time, exercise its option under this Section 1202 notwithstanding the prior exercise of its option under Section 1203 with respect to the Notes.

Defeasance and Discharge. Upon the Company’s exercise under Section 1201 of the option applicable to this Section 1202, the Company shall be deemed to have been released and discharged from its obligations with respect to the Defeased Notes on the date the relevant conditions set forth in Section 1204 below are satisfied (hereinafter, “Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Defeased Notes, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1205 and the other Sections of this Indenture referred to in clauses (a) and (b) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all other obligations under such Notes and this Indenture insofar as such Notes are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following, which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of Defeased Notes to receive, solely from the trust fund described in Section 1204 and as more fully set forth in such Section, payments in respect of the principal of and premium, if any, and interest on such Notes when such payments are due, (b) the Company’s obligations with respect to such Defeased Notes under Sections 304, 305, 306, 402 402, 403 and 403416, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including the Trustee’s rights under Section 707, and (d) this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. Subject to compliance with this Article XII, the Company may, at its option and at any time, exercise its option under this Section 1202 notwithstanding the prior exercise of its option under Section 1203 with respect to the Notes.

Defeasance and Discharge. Upon the Company’s 's exercise under Section 1201 4.01 of the option applicable to this Section 12024.02, the Company and each Guarantor shall be deemed to have been released and discharged from its their obligations with respect to the Defeased Notes and the related Note Guarantees on the date the relevant conditions set forth in Section 1204 below are satisfied (hereinafter, “Defeasance”"defeasance"). For this purpose, such Defeasance defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Defeased Notes, which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 1205 4.05 and the other Sections of this Indenture referred to in clauses (a) and (b) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all its other obligations under such Notes and this Indenture insofar as such Notes are concerned (and the Trustee, at the expense of the Company, and, upon Company Request, shall execute proper instruments acknowledging the same), except for the following, which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of Defeased Notes to receive, solely from the trust fund described in Section 1204 4.04 and as more fully set forth in such Section, payments in respect of the principal of and of, premium, if any, and interest on such Defeased Notes when such payments are due, (b) the Company’s 's obligations with respect to such Defeased Notes under Sections 3043.04, 3053.05, 3063.06, 402 10.02 and 40310.03, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including including, without limitation, the Trustee’s 's rights under Section 7076.07, and (d) this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect theretoFour. Subject to compliance with this Article XIIFour, the Company may, at its option and at any time, may exercise its option under this Section 1202 4.02 notwithstanding the prior exercise of its option under Section 1203 4.03 with respect to the Notes.

Defeasance and Discharge. Upon the Company’s exercise under Section 1201 of the option applicable provided in Section 1101 to have this Section 12021102 applied to the Outstanding Notes, the Company shall be deemed to have been released and discharged from its obligations with respect to the Defeased Outstanding Notes as provided in this Section on and after the date the relevant conditions set forth in Section 1204 below 1104 are satisfied (hereinafter, hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Defeased Notes, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1205 Outstanding Notes and the other Sections of this Indenture referred to in clauses (a) and (b) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all its other obligations under such the Notes and this Indenture insofar as such Notes are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for subject to the following, following which shall survive until otherwise terminated or discharged hereunder: (a1) the rights of Holders of Defeased the Notes to receive, solely from the trust fund described in Section 1204 1104 and as more fully set forth in such Section, payments in respect of the principal of and premium, if any, any premium and interest on such Notes when such payments are due, (b2) the Company’s obligations with respect to such Defeased the Notes under Sections 304204, 305205, 306206, 402 902 and 403903, (c3) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including the Trustee’s rights under Section 707, hereunder and (d4) this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect theretoEleven. Subject to compliance with this Article XIIEleven, the Company may, at its option and at any time, may exercise its option under provided in Section 1101 to have this Section 1202 1102 applied to the Outstanding Notes notwithstanding the prior exercise of its option under provided in Section 1203 with respect 1101 to have Section 1103 applied to the Outstanding Notes.

Defeasance and Discharge. Upon the CompanyIssuer’s exercise under Section 1201 8.01 of the option applicable to this Section 12028.02, the Company Issuer shall be deemed to have been released and discharged from its their obligations with respect to the Defeased outstanding Notes on the date the relevant conditions set forth in Section 1204 below 8.04 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company Issuer shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Defeased Notes, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1205 outstanding Notes and the other Sections of this Indenture referred to in clauses (a) and (b) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all its other obligations under such the Notes and this Indenture insofar as such Notes are concerned (and the Trustee, at the expense of the CompanyIssuer, shall execute proper instruments acknowledging the same), except for the following, following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of Defeased outstanding Notes to receive, solely from the trust fund described in Section 1204 8.08 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, on) and interest (including Additional Amounts) on such Notes when such payments are due, (b) the CompanyIssuer’s obligations with respect to such Defeased the Notes under Sections 304concerning issuing temporary Notes, 305registration of Notes, 306mutilated, 402 destroyed, lost or stolen Notes and 403the maintenance of an office or agency for payment and money for security payments held in trust, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including hereunder and the TrusteeIssuer’s rights under Section 707, obligations in connection therewith and (d) the provisions of this Article XIIEight. If Subject to compliance with this Article Eight, the Company exercises Issuer may exercise its option under this Section 12028.02 notwithstanding the prior exercise of its option under Section 8.03 below with respect to the Notes. If the Issuer exercises its Legal Defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. Subject to compliance with this Article XII, the Company may, at its option and at any time, exercise its option under this Section 1202 notwithstanding the prior exercise of its option under Section 1203 with respect to the NotesDefault.

Defeasance and Discharge. Upon the Company’s 's exercise under Section 1201 4.01 hereof of the option applicable to this Section 12024.02, the Company shall be deemed to have been released and discharged from its obligations with respect to the Defeased Notes on the date the relevant conditions set forth in Section 1204 below are satisfied (hereinafter, “Defeasance”"defeasance"). For this purpose, such Defeasance defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Defeased Notes, which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 1205 4.05 and the other Sections of this Indenture referred to in clauses (a) and (b) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all its other obligations under such Notes and this Indenture insofar as such Notes are concerned (and the Trustee, at the expense of the Company, and, upon Company Request, shall execute proper instruments acknowledging the same), except for the following, which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of Defeased Notes to receive, solely from the trust fund described in Section 1204 4.04 hereof and as more fully set forth in such Section, payments in respect of the principal of and of, premium, if any, and interest on such Notes when such payments are due, (b) the Company’s 's obligations with respect to such Defeased Notes under Sections 3043.04, 3053.05, 3063.06, 402 10.02 and 40310.03 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including including, without limitation, the Trustee’s 's rights under Section 707Sections 4.05 and 6.07 hereof, and (d) this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect theretoFour. Subject to compliance with this Article XIIFour, the Company may, at its option and at any time, may exercise its option under this Section 1202 4.02 notwithstanding the prior exercise of its option under Section 1203 4.03 hereof with respect to the Notes.

Defeasance and Discharge. Upon the Company’s exercise under Section 1201 10.1 of the option applicable to this Section 120210.2, the Company each Issuer shall be deemed to have been released and discharged from its obligations with respect to the Defeased Notes on the date the relevant conditions set forth in Section 1204 10.4 below are satisfied (hereinafter, “Defeasance”). For this purpose, such Defeasance means that the Company Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the Defeased Notes, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1205 10.5 and the other Sections of this Indenture referred to in clauses (a) and (b) below, and the Company Issuers and each of the Parent Guarantors and the Subsidiary Guarantors shall be deemed to have satisfied all other obligations under such Notes and this Indenture insofar as such Notes are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following, which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of Defeased Notes to receive, solely from the trust fund described in Section 1204 10.4 and as more fully set forth in such Section, payments in respect of the principal of and premium, if any, and interest on such Notes when such payments are due, (b) the Company’s obligations with respect to such Defeased Notes under Sections 3043.4, 3053.6, 3063.8, 402 6.2, and 4036.3, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including the Trustee’s rights under Section 7079.7, and (d) this Article XII. X. If the Company exercises its option under this Section 120210.2, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. Subject to compliance with this Article XIIX, the Company may, at its option and at any time, exercise its option under this Section 1202 10.2 notwithstanding the prior exercise of its option under Section 1203 10.3 with respect to the Notes.

Defeasance and Discharge. Upon the Company’s exercise under Section 1201 of the option applicable provided in Section 14.01 to have this Section 120214.02 applied to the Outstanding Notes, the Company shall be deemed to have been released and discharged from its obligations with respect to the Defeased Outstanding Notes as provided in this Section on and after the date the relevant conditions set forth in Section 1204 below 14.04 are satisfied (hereinafter, hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Defeased Notes, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1205 Outstanding Notes and the other Sections of this Indenture referred to in clauses (a) and (b) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all its other obligations under such the Notes and this Indenture insofar as such the Notes are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for subject to the following, following which shall survive until otherwise terminated or discharged hereunder: (a1) the rights of Holders of Defeased Notes to receive, solely from the trust fund described in Section 1204 14.04 and as more fully set forth in such Section, payments in respect of the principal of and premium, if any, and interest Installment Payments on such Notes when such payments are due, (b2) the Company’s obligations with respect to such Defeased the Notes under Sections 3043.04, 3053.05, 3063.06, 402 10.02 and 40310.03, (c3) the rights, protections, powers, trusts, duties and immunities of the Trustee hereunder, including the Trustee’s rights under Section 707, hereunder and (d4) this Article XIIXIV. If Subject to compliance with this Article XIV, the Company exercises may exercise its option under provided in Section 14.01 to have this Section 120214.02 applied to the Outstanding Notes notwithstanding the prior exercise of its option provided in Section 14.01 to have Section 14.03 applied to the Outstanding Notes. Following a Defeasance, payment of the such Notes may not be accelerated because of an Event of Default with respect thereto. Subject to compliance with this Article XII, the Company may, at its option and at any time, exercise its option under this Section 1202 notwithstanding the prior exercise of its option under Section 1203 with respect to the NotesDefault.

Defeasance and Discharge. Upon the Company’s exercise under Section 1201 of the option applicable provided in Section 10.5(b) by a Holder of Senior Notes as a result of a Change of Control to have this Section 120212.1 applied to the Electing Senior Notes, the Company shall, within thirty (30) days following its receipt of the Change of Control Election satisfy the conditions set forth in Section 12.2. The Company shall be deemed to have been released and discharged from its obligations with respect to the Defeased Electing Senior Notes as provided in this Section 12.1 on and after the date the relevant conditions set forth in the Section 1204 below 12.2 are satisfied (hereinafter, hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Defeased Notes, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1205 Electing Senior Notes and the other Sections of this Indenture referred to in clauses (a) and (b) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all of its other obligations under such Electing Senior Notes and this Indenture insofar as such Electing Senior Notes are concerned (and the Trustee, upon request and at the expense of the Company, shall execute proper instruments acknowledging the same), except for subject to the following, which shall survive until otherwise terminated or discharged hereunder: hereunder (a) the rights of Holders of Defeased the Electing Senior Notes to receive, solely from the trust fund described in Section 1204 13.2 and as more fully set forth in such SectionSection 12.2, payments in respect of the principal of and of, premium, if any, and interest on such the Electing Senior Notes when such payments are due, (b) the Company’s obligations with respect to such Defeased the Electing Senior Notes under Sections 3042.4, 3053.5, 3063.6, 402 and 40310.2, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including the Trustee’s rights under Section 707, hereunder and (d) this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. Subject to compliance with this Article XII, the Company may, at its option and at any time, exercise its option under this Section 1202 notwithstanding the prior exercise of its option under Section 1203 with respect to the Notes.

Defeasance and Discharge. Upon the Company’s exercise under Section 1201 of the above option applicable to this Section 1202with respect to the Notes, the Company shall be deemed to have been released and discharged from its obligations with respect to the Defeased such Outstanding Notes on and after the date the relevant conditions set forth in Section 1204 below 14.04 are satisfied (hereinafter, “Defeasancedefeasance”). For this purpose, such Defeasance defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Defeased such Outstanding Notes, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1205 14.05 and the other Sections of this Indenture referred to in clauses (aA) and (bB) belowof this Section, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all its other obligations under such the Notes and this Indenture insofar as such Notes are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (aA) the rights of Holders of Defeased such Outstanding Notes to receive, solely from the trust fund described in Section 1204 14.04 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) and interest, and interest if any, on such the Notes when such payments are due, (bB) the Company’s obligations with respect to such Defeased Notes under Sections 3042.05, 3052.07, 306, 402 4.02 and 4034.03, (cC) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including the Trustee’s rights under Section 707, hereunder and (dD) this Article. Subject to compliance with this Article XII. If Fourteen, the Company exercises may exercise its option under this Section 1202notwithstanding the prior exercise of its option under Section 14.03 with respect to such Notes. Following a defeasance, payment of the such Notes may not be accelerated because of an Event of Default with respect thereto. Subject to compliance with this Article XII, the Company may, at its option and at any time, exercise its option under this Section 1202 notwithstanding the prior exercise of its option under Section 1203 with respect to the NotesDefault.

Defeasance and Discharge. Upon the Company’s 's exercise under Section 1201 1301 of the option applicable to this Section 12021302, the Company shall be deemed to have been released and discharged from its obligations with respect to the Defeased Notes all Outstanding Securities on the date the relevant conditions set forth in Section 1204 below 1304 are satisfied (hereinafter, “Defeasance”"defeasance"). For this purpose, such Defeasance defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the Defeased NotesOutstanding Securities, which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 1205 1305 and the other Sections of this Indenture referred to in clauses (aA) and (bB) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all its other obligations under such Notes Securities and this Indenture insofar as such Notes Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (aA) the rights of Holders of Defeased Notes Outstanding Securities to receive, solely from the trust fund described in Section 1204 1304 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, on) and interest on such Notes Securities when such payments are due, (bB) the Company’s 's obligations with respect to such Defeased Notes Securities under Sections 304, 305, 306308, 402 1002 and 4031003, (cC) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including the Trustee’s rights under Section 707, hereunder and (dD) this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect theretoThirteen. Subject to compliance with this Article XIIThirteen, the Company may, at its option and at any time, may exercise its option under this Section 1202 1302 notwithstanding the prior exercise of its option under Section 1203 1303 with respect to the NotesSecurities.

Defeasance and Discharge. Upon the Company’s exercise under Section 1201 of the option applicable to this Section 1202, the Company shall be deemed to have been released and discharged from its obligations with respect to the Defeased Notes on the date the relevant conditions set forth in Section 1204 below are satisfied (hereinafter, “Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Defeased Notes, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1205 and the other Sections of this Indenture referred to in clauses (a) and (b) below, and the Company and each of the Subsidiary Note Guarantors shall be deemed to have satisfied all other obligations under such Notes and this Indenture insofar as such Notes are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following, which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of Defeased Notes to receive, solely from the trust fund described in Section 1204 and as more fully set forth in such Section, payments in respect of the principal of and premium, if any, and interest on such Notes when such payments are due, (b) the Company’s obligations with respect to such Defeased Notes under Sections 304, 305, 306, 402 and 403, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including the Trustee’s rights under Section 707, and (d) this Article XII12. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. Subject to compliance with this Article XII12, the Company may, at its option and at any timeanytime, exercise its option under this Section 1202 notwithstanding the prior exercise of its option under Section 1203 with respect to the Notes.

Defeasance and Discharge. Upon the Company’s 's exercise under Section 1201 of the option provided in Section 13.01 applicable to this Section 1202Section, the Company shall be deemed to have been released and discharged from its obligations with respect to the Defeased Notes Outstanding Securities, on and after the date the relevant conditions set forth in Section 1204 below are satisfied (hereinafter, “Defeasance”"defeasance"). For this purpose, such Defeasance defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Defeased NotesOutstanding Securities, which shall thereafter be deemed to be “Outstanding” "outstanding" only for the purposes of Section 1205 13.05 hereof and the other Sections of this Indenture referred to in clauses (aA) and (bB) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all its other obligations under such Notes Securities and this Indenture insofar as such Notes Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (aA) the rights of Holders of Defeased Notes such Securities to receive, solely from the trust fund described in Section 1204 13.04 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) and interest, and interest including Special Interest, on such Notes Securities when such payments are due, (bB) the Company’s 's obligations with respect to such Defeased Notes Securities under Sections 304, 305, 306, 402 Article 2 and 403Section 9.02 hereof, (cC) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including the Trustee’s rights under Section 707, hereunder and (dD) this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect theretoThirteen. Subject to compliance with this Article XIIThirteen, the Company may, at its option and at any time, may exercise its option under this Section 1202 13.02 notwithstanding the prior exercise of its option under Section 1203 with respect to the Notes13.03.

Defeasance and Discharge. Upon the Company’s 's exercise under Section 1201 of the above option applicable to this Section 1202with respect to any Securities of or within a series, the Company shall be deemed to have been released and discharged from its obligations with respect to the Defeased Notes such Outstanding Securities on the date the relevant conditions set forth in Section 1204 below 1404 are satisfied (hereinafter, “Defeasance”"defeasance"). For this purpose, such Defeasance defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Defeased Notessuch Outstanding Securities, which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 1205 1405 and the other Sections of this Indenture referred to in clauses (aA) and (bB) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all its other obligations under such Notes Securities and this Indenture insofar as such Notes Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (aA) the rights of Holders of Defeased Notes such Outstanding Securities to receive, solely from the trust fund described in Section 1204 1404 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) and interest, and interest if any, on such Notes Securities when such payments are due, (bB) the Company’s 's obligations with respect to such Defeased Notes Securities under Sections 304, 305, 306, 402 307, 1002 and 4031003 and with respect to the payment of Additional Amounts, if any, on such Securities as contemplated by Section 1008, (cC) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including the Trustee’s rights under Section 707, hereunder and (dD) this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect theretoFourteen. Subject to compliance with this Article XIIFourteen, the Company may, at its option and at any time, may exercise its option under this Section 1202 1402 notwithstanding the prior exercise of its option under Section 1203 1403 with respect to the Notessuch Securities.

Defeasance and Discharge. Upon the Company’s exercise under Section 1201 of the option applicable to this Section 1202, the Company each Issuer shall be deemed to have been released and discharged from its obligations with respect to the Defeased Notes on the date the relevant conditions set forth in Section 1204 below are satisfied (hereinafter, “Defeasance”). For this purpose, such Defeasance means that the Company Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the Defeased Notes, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1205 and the other Sections of this Indenture referred to in clauses (a) and (b) below, and the Company Issuers and each of the Subsidiary Guarantors shall be deemed to have satisfied all other obligations under such Notes and this Indenture insofar as such Notes are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following, which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of Defeased Notes to receive, solely from the trust fund described in Section 1204 and as more fully set forth in such Section, payments in respect of the principal of and premium, if any, and interest on such Notes when such payments are due, (b) the Company’s obligations with respect to such Defeased Notes under Sections 304, 305, 306, 402 402, and 403, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including the Trustee’s rights under Section 707, and (d) this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. Subject to compliance with this Article XII, the Company may, at its option and at any time, exercise its option under this Section 1202 notwithstanding the prior exercise of its option under Section 1203 with respect to the Notes.

Defeasance and Discharge. Upon the CompanyIssuer’s exercise under Section 1201 of the above option applicable to this Section 1202with respect to any Notes of or within a Series, the Company Issuer shall be deemed to have been released and discharged from its obligations with respect to the Defeased such Outstanding Notes on the date the relevant conditions set forth in Section 1204 below 13.4 are satisfied (hereinafter, “Defeasancedefeasance”). For this purpose, such Defeasance defeasance means that the Company Issuer shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Defeased such Outstanding Notes, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1205 13.5 and the other Sections of this Indenture referred to in clauses (aA) and (bB) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all its other obligations under such Notes and this Indenture insofar as such Notes are concerned (and the Trustee, at the expense of the CompanyIssuer, shall execute proper instruments acknowledging the same), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (aA) the rights of Holders of Defeased such Outstanding Notes to receive, solely from the trust fund described in Section 1204 13.4 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) and interest, and interest if any, on such Notes and when such payments are due, (bB) the CompanyIssuer’s obligations with respect to such Defeased Notes under Sections 3043.4, 3053.5, 3063.7, 402 9.2 and 4039.3 and with respect to the payment of Additional Amounts, if any, on such Notes, (cC) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including the Trustee’s rights under Section 707, hereunder and (dD) this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect thereto13. Subject to compliance with this Article XII13, the Company may, at its option and at any time, Issuer may exercise its option under this Section 1202 13.2 notwithstanding the prior exercise of its option under Section 1203 13.3 with respect to the such Notes.

Defeasance and Discharge. Upon the Company’s 's exercise under Section 1201 of the above option applicable to this Section 1202Section, the Company shall be deemed to have been released and discharged from its obligations with respect to the Defeased Notes Outstanding Securities of such series on and after the date the relevant conditions precedent set forth in Section 1204 below are satisfied (hereinafter, “Defeasance”"defeasance"). For this purpose, such Defeasance defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Defeased Notes, Outstanding Securities of such series which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 1205 1305 and the other Sections of this Indenture referred to in clauses (aA) and (bB) belowof this Section, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all its other obligations under such Notes Securities and this Indenture insofar as such Notes Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (aA) the rights of Holders of Defeased Notes Outstanding Securities of such series to receive, solely from the trust fund described in Section 1204 and 1304 as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, ) and interest on such Notes Securities when such payments are due, (bB) the Company’s 's obligations with respect to such Defeased Notes Securities under Sections 304, 305, 306, 402 1002 and 4031003 and such obligations as shall be ancillary thereto, (cC) the rights, powers, trusts, duties duties, immunities and immunities other provisions in respect of the Trustee hereunder, including the Trustee’s rights under Section 707, hereunder and (dD) this Article XIIThirteen. If Subject to compliance with this Article Thirteen, the Company exercises may exercise its option under this Section 12021302 notwithstanding the prior exercise of its option under Section 1303 with respect to the Securities of such series. Following a defeasance, payment of the Notes such Securities may not be accelerated because of an Event of Default with respect thereto. Subject to compliance with this Article XII, the Company may, at its option and at any time, exercise its option under this Section 1202 notwithstanding the prior exercise of its option under Section 1203 with respect to the NotesDefault.

Defeasance and Discharge. Upon the Company’s Issuers’ exercise under Section 1201 of the option applicable to this Section 1202, the Company Issuers shall be deemed to have been released and discharged from its any and all obligations with respect to the Defeased all outstanding Notes on the date the relevant conditions set forth in Section 1204 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the Defeased outstanding Notes, which shall thereafter be deemed to be “Outstandingoutstanding” only for the purposes of Section 1205 and the other Sections of this Indenture referred to in clauses (ai) and (bii) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all its other obligations under such Notes and this Indenture insofar as such Notes are concerned (and the Trustee, at the expense of the CompanyIssuers, shall execute proper instruments acknowledging the same), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (ai) the rights of Holders of Defeased outstanding Notes to receive, solely from the trust fund described in Section 1204 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, on) and interest on such Notes when such payments are due, (bii) the Company’s Issuers’ obligations with respect to such Defeased Notes under Sections 304, 305, 306310, 402 1002 and 4031003, (ciii) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including and the Trustee’s rights under Section 707, Issuers’ obligations in connection therewith and (div) this Article XIITwelve. If the Company exercises its option under this Section 1202Issuers exercise their Legal Defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect theretoDefault. Subject to compliance with this Article XIITwelve, the Company may, at its option and at any time, Issuers may exercise its their option under this Section 1202 notwithstanding the prior exercise of its their option under Section 1203 with respect to the Notes.

Defeasance and Discharge. Upon the Company’s exercise under Section 1201 of the option applicable provided in Section 14.01 to have this Section 120214.02 applied to the Outstanding Notes, the Company shall be deemed to have been released and discharged from its obligations with respect to the Defeased Outstanding Notes as provided in this Section on and after the date the relevant conditions set forth in Section 1204 below 14.04 are satisfied (hereinafter, hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Defeased Notes, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1205 Outstanding Notes and the other Sections of this Indenture referred to in clauses (a) and (b) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all its other obligations under such the Notes and this Indenture insofar as such the Notes are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for subject to the following, following which shall survive until otherwise terminated or discharged hereunder: (a1) the rights of Holders of Defeased Notes to receive, solely from the trust fund described in Section 1204 14.04 and as more fully set forth in such Section, payments in respect of the principal of and premium, if any, and interest on such Notes when such payments are due, (b2) the Company’s obligations with respect to such Defeased the Notes under Sections 3043.04, 3053.05, 3063.06, 402 10.02 and 40310.03, (c3) the rights, protections, powers, trusts, duties and immunities of the Trustee hereunder, including the Trustee’s rights under Section 707, hereunder and (d4) this Article XIIXIV. If Subject to compliance with this Article XIV, the Company exercises may exercise its option under provided in Section 14.01 to have this Section 120214.02 applied to the Outstanding Notes notwithstanding the prior exercise of its option provided in Section 14.01 to have Section 14.03 applied to the Outstanding Notes. Following a Defeasance, payment of the such Notes may not be accelerated because of an Event of Default with respect thereto. Subject to compliance with this Article XII, the Company may, at its option and at any time, exercise its option under this Section 1202 notwithstanding the prior exercise of its option under Section 1203 with respect to the NotesDefault.

Defeasance and Discharge. Upon the Company’s 's exercise under Section 1201 4.01 of the option applicable to this Section 12024.02, the Company and each Guarantor shall be deemed to have been released and discharged from its their obligations with respect to the Defeased Notes and the related Guarantees on the date the relevant conditions set forth in Section 1204 below are satisfied (hereinafter, “Defeasance”"defeasance"). For this purpose, such Defeasance defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Defeased Notes, which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 1205 4.05 and the other Sections of this Indenture referred to in clauses (a) and (b) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all its other obligations under such Notes and this Indenture insofar as such Notes are concerned (and the Trustee, at the expense of the Company, and, upon Company Request, shall execute proper instruments acknowledging the same), except for the following, which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of Defeased Notes to receive, solely from the trust fund funds described in Section 1204 4.04 and as more fully set forth in such Sectionsection, payments in respect of the principal of and of, premium, if any, and interest on such Notes when such payments are due, (b) the Company’s 's obligations with respect to such Defeased Notes under Sections 3043.05, 3053.06, 3063.07, 402 10.02 and 40310.03, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including including, without limitation, the Trustee’s 's rights under Section 7076.07, and (d) this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect theretoFour. Subject to compliance with this Article XIIFour, the Company may, at its option and at any time, may exercise its option under this Section 1202 4.02 notwithstanding the prior exercise of its option under Section 1203 4.03 with respect to the Notes.

Defeasance and Discharge. Upon the Company’s exercise under Section 1201 of the option specified in Section 8.3 above applicable to this Section 1202Section, the Company shall be deemed to have been released and discharged from its obligations with respect to the Defeased Notes such Securities on and after the date the relevant conditions set forth in Section 1204 below 8.6 herein are satisfied (hereinafter, hereinafter “Defeasancedefeasance”). For this purpose, such Defeasance defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Defeased Notes, such Securities which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1205 8.7 herein and the other Sections of this Indenture referred to in clauses (a) and clause (b) belowof this Section, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all its other obligations under such Notes Securities and this Indenture insofar as such Notes Securities are concerned (and the Trustee, at the expense of the Company, shall on a Company Order execute proper instruments acknowledging the same), except for the following, which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of Defeased Notes such Securities to receive, solely from the trust fund funds described in Section 1204 8.6(a) herein and as more fully set forth in such Section, payments in respect of the principal of and of, premium, if any, interest, if any, and interest Additional Interest, if any, on such Notes Securities when such payments are due, ; (b) the Company’s obligations with respect to such Defeased Notes Securities under Sections 3042.3, 3052.5, 3062.9, 402 2.10, 3.3 and 403, 3.4 herein; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including the Trustee’s rights under Section 707, hereunder and (d) this Article XIIVIII. If Subject to compliance with this Article VIII, the Company exercises may exercise its option under this Section 1202notwithstanding the prior exercise of its option under Section 8.5 herein with respect to such Securities. Following a defeasance, payment of the Notes such Securities may not be accelerated because of an Event of Default with respect thereto. Subject to compliance with this Article XII, the Company may, at its option and at any time, exercise its option under this Section 1202 notwithstanding the prior exercise of its option under Section 1203 with respect to the NotesDefault.

Defeasance and Discharge. Upon the Company’s Issuers’ exercise under Section 1201 of the option applicable to this Section 1202, the Company Issuers shall be deemed to have been released and discharged from its obligations with respect to the Defeased Notes on the date the relevant conditions set forth in Section 1204 below are satisfied (hereinafter, “Defeasance”). For this purpose, such Defeasance means that the Company Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the Defeased Notes, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1205 and the other Sections of this Indenture referred to in clauses (a) and (b) below, and the Company Issuers and each of the Subsidiary Guarantors Guarantors, if any, shall be deemed to have satisfied all other obligations under such Notes and this Indenture insofar as such Notes are concerned (and the Trustee, at the expense of the CompanyIssuers, shall execute proper instruments acknowledging the same), except for the following, which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of Defeased Notes to receive, solely from the trust fund described in Section 1204 and as more fully set forth in such Section, payments in respect of the principal of and premium, if any, and interest on such Notes when such payments are due, (b) the Company’s Issuers’ obligations with respect to such Defeased Notes under Sections 304, 305, 306, 402 and 403, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including the Trustee’s rights under Section 707, and (d) this Article XII. If the Company exercises its Issuers exercise their option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. Subject to compliance with this Article XII, the Company Issuers may, at its their option and at any time, exercise its their option under this Section 1202 notwithstanding the prior exercise of its option under Section 1203 with respect to the Notes.

Defeasance and Discharge. Upon the Company’s exercise under Section 1201 of the above option applicable to this Section 1202Section, the Company shall be deemed to have been released and discharged from its obligations with respect to the Defeased Notes Outstanding Securities of such series on the date the relevant conditions set forth in Section 1204 below are satisfied (hereinafter, “Defeasancedefeasance”). For this purpose, such Defeasance defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Defeased NotesOutstanding Securities of such series, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1205 14.05 and the other Sections of this Indenture referred to in clauses (aA) and (bB) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all its other obligations under such Notes Securities and this Indenture insofar as such Notes Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (aA) the rights of Holders of Defeased Notes Outstanding Securities of such series to receive, solely from the trust fund described in Section 1204 14.04 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) and interest, and interest if any, on such Notes Securities when such payments are due, (bB) the Company’s obligations with respect to such Defeased Notes Securities under Sections 3042.05, 3053.05, 3063.06, 402 10.02 and 40310.03, (cC) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder, including the Trustee’s rights under Section 707, hereunder and (dD) this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect theretoFourteen. Subject to compliance with this Article XIIFourteen, the Company may, at its option and at any time, may exercise its option under this Section 1202 14.02 notwithstanding the prior exercise of its option under Section 1203 14.03 with respect to the NotesSecurities of such series.

Defeasance and Discharge. Upon the Company’s 's exercise under Section 1201 of the above option applicable to this Section 1202Section, the Company shall be deemed to have been released and discharged from its obligations with respect to the Defeased Notes Outstanding Securities of such series on the date the relevant conditions set forth in Section 1204 below are satisfied (hereinafter, “Defeasance”"defeasance"). For this purpose, such Defeasance defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Defeased NotesOutstanding Securities of such series, which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 1205 14.05 and the other Sections of this Indenture referred to in clauses (aA) and (bB) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all its other obligations under such Notes Securities and this Indenture insofar as such Notes Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (aA) the rights of Holders of Defeased Notes Outstanding Securities of such series to receive, solely from the trust fund described in Section 1204 14.04 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) and interest, and interest if any, on such Notes Securities when such payments are due, (bB) the Company’s 's obligations with respect to such Defeased Notes Securities under Sections 3042.05, 3053.05, 3063.06, 402 10.02 and 40310.03, (cC) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder, including the Trustee’s rights under Section 707, hereunder and (dD) this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect theretoFourteen. Subject to compliance with this Article XIIFourteen, the Company may, at its option and at any time, may exercise its option under this Section 1202 14.02 notwithstanding the prior exercise of its option under Section 1203 14.03 with respect to the NotesSecurities of such series.

Defeasance and Discharge. Upon the Company’s 's exercise under Section 1201 of the above option applicable to this Section 1202Section, the Company shall be deemed to have been released and discharged from its obligations with respect to the Defeased Notes Outstanding Securities of such series on and after the date the relevant conditions precedent set forth in Section 1204 below are satisfied (hereinafter, “Defeasance”"defeasance"). For this purpose, such Defeasance defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Defeased Notes, which shall thereafter be deemed to be “Outstanding” only for the purposes Outstanding Securities of Section 1205 such series and the other Sections of this Indenture referred to in clauses (a) and (b) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all its other obligations under such Notes Securities and this Indenture insofar as such Notes Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (aA) the rights of Holders of Defeased Notes Outstanding Securities of such series to receive, solely from the trust fund described in Section 1204 and 1304 as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, ) and interest on such Notes Securities when such payments are due, (bB) the Company’s 's obligations with respect to such Defeased Notes Securities under Sections 304, 305, 306, 402 1002 and 4031003 and such obligations as shall be ancillary thereto, (cC) the rights, powers, trusts, duties duties, immunities and immunities other provisions in respect of the Trustee hereunder, including the Trustee’s rights under Section 707, hereunder and (dD) this Article XIIThirteen. If Subject to compliance with this Article Thirteen, the Company exercises may exercise its option under this Section 12021302 notwithstanding the prior exercise of its option under Section 1303 with respect to the Securities of such series. Following a defeasance, payment of the Notes Securities of such series may not be accelerated because of an Event of Default with respect thereto. Subject to compliance with this Article XII, the Company may, at its option and at any time, exercise its option under this Section 1202 notwithstanding the prior exercise of its option under Section 1203 with respect to the NotesDefault.

Defeasance and Discharge. Upon the Company’s exercise under Section 1201 of the its option applicable to have this Section 1202applied to the Notes, the Company shall be deemed to have been released and discharged from its obligations with respect to the Defeased such Notes as provided in this Section on and after the date the relevant conditions set forth in Section 1204 below 1404 are satisfied (hereinafter, hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Defeased Notes, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1205 such Notes and the other Sections of this Indenture referred to in clauses (a) and (b) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all its other obligations under such Notes and this the Indenture insofar as such the Notes are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for subject to the following, which shall survive until otherwise terminated or discharged hereunder: (a1) the rights of Holders of Defeased such Notes to receive, solely from the trust fund described in Section 1204 1404 and as more fully set forth in such Section, payments in respect of the principal of and premium, if any, any premium and interest on such Notes when such payments are due, ; (b2) the Company’s obligations with respect to such Defeased Notes under Sections 304404, 305405, 306406, 402 1102 and 403, 1103 and its obligations under Section 314(a) of the Trust Indenture Act; (c3) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including hereunder and the TrusteeCompany’s rights under Section 707, and the Subsidiary Guarantors’ obligations in connection therewith; and (d4) this Article XIIArticle. If the Company exercises its defeasance option under pursuant to this Section 12021402, the Subsidiary Guarantees will terminate with respect to the Notes, and payment of the Notes may not be accelerated pursuant to Section 602 because of an Event of Default with respect theretoDefault. Subject to compliance with this Article XIIArticle, the Company may, at its option and at any time, may exercise its option under to have this Section 1202 applied to any Notes notwithstanding the prior exercise of its option under to have Section 1203 with respect 1403 applied to the such Notes.

Defeasance and Discharge. Upon the Company’s 's exercise under Section 1201 1301 of the option applicable to this Section 12021302, the Company shall be deemed to have been released paid and discharged from its all obligations with respect to the Defeased all Outstanding Notes on the date the relevant conditions set forth in Section 1204 below 1304 are satisfied (hereinafter, “Defeasance”"defeasance"). For this purpose, such Defeasance defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Defeased Outstanding Notes, which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 1205 1305 and the other Sections of this Indenture referred to in clauses (aA) and (bB) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all its other obligations under such Notes and this Indenture insofar as such Notes are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (aA) the rights of Holders of Defeased Outstanding Notes to receive, solely from the trust fund described in Section 1204 and as more fully set forth in such Section, receive payments in respect of the principal of and of, premium, if any, and interest on such Notes when such payments are duedue or on the Redemption Date with respect to such Notes, as the case may be, (bB) the Company’s 's obligations with respect to such Defeased Notes under Sections 304, 305, 306, 402 1002 and 4031003, (cC) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including the Trustee’s rights under Section 707, hereunder and (dD) this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect theretoThirteen. Subject to compliance with this Article XIIThirteen, the Company may, at its option and at any time, may exercise its option under this Section 1202 1302 notwithstanding the prior exercise of its option under Section 1203 1303 with respect to the Notes.

Defeasance and Discharge. Upon the Company’s 's exercise under Section 1201 of the its option applicable to have this Section 1202, applied to any series of Securities the Company shall be deemed to have been released and discharged from its obligations with respect to the Defeased Notes Outstanding Securities of such series on and after the date the relevant conditions precedent set forth in Section 1204 below are satisfied (hereinafter, “Defeasance”"defeasance"). For this purpose, such Defeasance defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Defeased Notes, Outstanding Securities of such series which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 1205 and the other Sections of this Indenture referred to in clauses (aA) and (bB) belowof this Section, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all its other obligations under such Notes Securities and this Indenture insofar as such Notes Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (aA) the rights of Holders of Defeased Notes Outstanding Securities of such series to receive, solely from the trust fund described in Section 1204 and 1304 as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, ) and interest on such Notes Securities when such payments are due, (bB) the Company’s 's obligations with respect to such Defeased Notes Securities under Sections 304, 305, 306, 402 1002 and 4031003 and such obligations as shall be ancillary thereto, (cC) the rights, powers, trusts, duties duties, immunities and immunities other provisions in respect of the Trustee hereunder, including the Trustee’s rights under Section 707, hereunder and (dD) this Article XIIThirteen. If Subject to compliance with this Article Thirteen, the Company exercises may exercise its option under this Section 12021302 notwithstanding the prior exercise of its option under Section 1303 with respect to the Securities of such series. Following a defeasance, payment of the Notes such Securities may not be accelerated because of an Event of Default with respect thereto. Subject to compliance with this Article XII, the Company may, at its option and at any time, exercise its option under this Section 1202 notwithstanding the prior exercise of its option under Section 1203 with respect to the NotesDefault.

Defeasance and Discharge. Upon the Company’s 's exercise under Section 1201 4.01 hereof of the option applicable to the Defeased Notes pursuant to this Section 12024.02, the Company shall be deemed to have been released and discharged from its obligations with respect to the Defeased Notes on the date the relevant conditions set forth in Section 1204 below are satisfied (hereinafter, “Defeasance”"defeasance"). For this purpose, such Defeasance defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Defeased Notes, which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 1205 4.05 and the other Sections of this Indenture referred to in clauses (a) and (b) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all its other obligations under such Notes and this Indenture insofar as such Notes are concerned (and the Trustee, at the expense of the CompanyCompany and upon Company Request, shall execute proper instruments acknowledging the same), except for the following, which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of Defeased Notes to receive, solely from the trust fund described in Section 1204 4.04 hereof and as more fully set forth in such Section, payments in respect of the principal of and of, premium, if any, and interest on such Notes when such payments are due, (b) the Company’s 's obligations with respect to such Defeased Notes under Sections 3043.04, 3053.05, 3063.06, 402 10.02 and 40310.03 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including including, without limitation, the Trustee’s 's rights under Section 7076.07 hereof, and (d) this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect theretoFour. Subject to compliance with this Article XIIFour, the Company may, at its option and at any time, may exercise its option under applicable to this Section 1202 4.02 notwithstanding the prior exercise of its option under applicable to Section 1203 4.03 hereof with respect to the Notes.

Defeasance and Discharge. Upon the CompanyCorporation’s exercise under Section 1201 of the above option applicable to this Section 1202with respect to any Securities of or within a series, the Company Corporation shall be deemed to have been released and discharged from its obligations with respect to the Defeased Notes such Outstanding Securities on the date the relevant conditions set forth in Section 1204 below 1404 are satisfied (hereinafter, “Defeasancedefeasance”). For this purpose, such Defeasance defeasance means that the Company Corporation shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Defeased Notessuch Outstanding Securities, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1205 1405 and the other Sections of this Indenture referred to in clauses (aA) and (bB) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all its other obligations under such Notes Securities and this Indenture insofar as such Notes Securities are concerned (and the TrusteeTrustees, at the expense of the CompanyCorporation, shall execute proper instruments acknowledging the same), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (aA) the rights of Holders of Defeased Notes such Outstanding Securities to receive, solely from the trust fund described in Section 1204 1404 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) and interest, and interest if any, on such Notes Securities when such payments are due, (bB) the CompanyCorporation’s obligations with respect to such Defeased Notes Securities under Sections 304, 305, 306, 402 1002 and 4031003, (cC) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including the Trustee’s rights under Section 707, Trustees hereunder and (dD) this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect theretoFourteen. Subject to compliance with this Article XIIFourteen, the Company may, at its option and at any time, Corporation may exercise its option under this Section 1202 1402 notwithstanding the prior exercise of its option under Section 1203 1403 with respect to the Notessuch Securities.

Defeasance and Discharge. Upon the Company’s exercise under Section 1201 4.1 of the option applicable to this Section 12024.2, the Company and any other obligor on the Notes, if any, shall be deemed to have been released and discharged from its obligations with respect to the Defeased Notes on the date the relevant conditions set forth in Section 1204 4.4 below are satisfied (hereinafter, “Defeasancedefeasance”). For this purpose, such Defeasance defeasance means that the Company and any other obligor on the Notes shall be deemed to have paid and discharged the entire Indebtedness represented by the Defeased Notes, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1205 4.5 and the other Sections of this Indenture referred to in clauses (a) and (b) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all its other obligations under such Notes and Notes, this Indenture and the Security Documents insofar as such Notes are concerned (and the Trustee, at the expense of the CompanyCompany and upon Company Request, shall execute proper instruments acknowledging the same), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of Defeased Notes to receive, solely from the trust fund described in Section 1204 4.4 and as more fully set forth in such Section, payments in respect of the principal of and of, premium, if any, and interest on on, such Notes Notes, when such payments are due, (b) the Company’s obligations with respect to such Defeased Notes under Sections 3043.4, 3053.5, 3063.8, 402 10.2 and 40310.3, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including including, without limitation, the Trustee’s rights under Section 7076.7, and (d) this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect theretoIV. Subject to compliance with this Article XIIIV, the Company may, at its option and at any time, may exercise its option under this Section 1202 4.2 notwithstanding the prior exercise of its option under Section 1203 4.3 with respect to the Notes.

Defeasance and Discharge. Upon the Company’s exercise under Section 1201 of the option applicable to this Section 1202, the Company shall be deemed to have been released and discharged from its obligations with respect to the Defeased Notes on the date the relevant conditions set forth in Section 1204 below are satisfied (hereinafter, “Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Defeased Notes, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1205 and the other Sections of this Indenture referred to in clauses (a) and (b) below, and the Company and each of the Subsidiary Note Guarantors shall be deemed to have satisfied all other obligations under such Notes and this Indenture insofar as such Notes are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following, which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of Defeased Notes to receive, solely from the trust fund described in Section 1204 and as more fully set forth in such Section, payments in respect of the principal of and premium, if any, and interest on such Notes when such payments are due, (b) the Company’s obligations with respect to such Defeased Notes under Sections 304, 305, 306, 402 402, and 403, 403 (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including the Trustee’s rights under Section 707, and (d) this Article XII12. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. Subject to compliance with this Article XII12, the Company may, at its option and at any time, exercise its option under this Section 1202 notwithstanding the prior exercise of its option under Section 1203 with respect to the Notes.

Defeasance and Discharge. 136 Upon the Company’s 's exercise under Section 1201 of the option applicable to this Section 1202, the Company shall be deemed to have been released and discharged from its obligations with respect to the Defeased Notes all Outstanding Securities on the date the relevant conditions set forth in Section 1204 below are satisfied (hereinafter, “Defeasance”"defeasance"). For this purpose, such Defeasance defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Defeased NotesOutstanding Securities, which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 1205 and the other Sections of this Indenture referred to in clauses (aA) and (bB) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all its other obligations under such Notes Securities and this Indenture insofar as such Notes Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (aA) the Company's obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, (B) rights of Holders to receive payment of Defeased Notes to receiveprincipal of, solely from the trust fund described in Section 1204 and as more fully set forth in such Section, payments in respect of the principal of and premium, if any, and interest on such Notes when such payments are due, Securities (bbut not the Purchase Price referred to under Section 1009 or 1016) and any rights of the Company’s obligations Holders with respect to such Defeased Notes under Sections 304, 305, 306, 402 and 403amounts, (cC) the rights, powers, trusts, duties obligations and immunities of the Trustee hereunder, including under the Trustee’s rights under Section 707, Indenture and (dD) this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect theretoTwelve. Subject to compliance with this Article XIITwelve, the Company may, at its option and at any time, may exercise its option under this Section 1202 notwithstanding the prior exercise of its option under Section 1203 with respect to the NotesSecurities. If the Company exercises its option under this Section 1202, each Guarantor, if any, shall be released from all its obligations under its Restricted Subsidiary Guarantee.

Defeasance and Discharge. Upon the Company’s 's exercise under Section 1201 1101 of the option applicable to this Section 12021102, the Company shall be deemed to have been released and discharged from its obligations with respect to the Defeased Notes all Outstanding Securities on the date the relevant conditions set forth in Section 1204 below 1104 are satisfied (hereinafter, “Defeasance”"defeasance"). For this purpose, such Defeasance defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Defeased NotesOutstanding Securities, which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 1205 1105 and the other Sections of this Indenture referred to in clauses (aA) and (bB) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all its other obligations under such Notes Securities and this Indenture insofar as such Notes Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (aA) the rights of Holders of Defeased Notes Outstanding Securities to receive, solely from the trust fund described in Section 1204 1104 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, on) and interest on such Notes Securities when such payments are due, (bB) the Company’s 's obligations with respect to such Defeased Notes Securities under Sections 304, 305, 306, 402 1002 and 4031003, (cC) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including the Trustee’s rights under Section 707, hereunder and (dD) this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect theretoEleven. Subject to compliance with this Article XIIEleven, the Company may, at its option and at any time, may exercise its option under this Section 1202 1102 notwithstanding the prior exercise of its option under Section 1203 1103 with respect to the NotesSecurities.

Defeasance and Discharge. Upon the CompanyIssuer’s exercise under Section 1201 8.1 of the option applicable to this Section 12028.2, the Company shall Issuer shall, subject to the satisfaction of the conditions set forth in Section 8.4, be deemed to have been released and discharged from its obligations with respect to the Defeased all outstanding Notes on the date the relevant conditions set forth in Section 1204 below are satisfied (hereinafter, “Defeasancedefeasance”). For this purpose, such Defeasance defeasance means that the Company Issuer shall be deemed to have paid and discharged the entire Indebtedness Debt represented by the Defeased outstanding Notes, which shall thereafter be deemed to be “Outstandingoutstanding” only for the purposes of Section 1205 8.5 and the other Sections of this Indenture referred to in clauses (a) and (b) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all of its other obligations under such Notes and this Indenture insofar as such Notes are concerned (and the Trustee, on demand of and at the expense of the CompanyIssuer, shall execute proper instruments acknowledging the same), except for the following, following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of Defeased outstanding Notes to receive, solely from the trust fund described in Section 1204 and as more fully set forth in such Section, receive payments in respect of the principal of and of, premium, if any, and interest interest, if any, on such Notes when such payments are due, due from the trust referred to in Section 8.4(l); (b) the CompanyIssuer’s obligations with respect to such Defeased Notes under Sections 3042.2, 3052.3, 3062.4, 402 2.5, 2.6, 2.7, 2.10 and 403, 4.2; (c) the rights, powers, trusts, duties benefits and immunities of the Trustee hereunderTrustee, including without limitation thereunder, under Sections 7.7, 8.5 and 8.7 and the TrusteeIssuer’s rights under Section 707, and obligations in connection therewith; (d) the Issuer’s rights pursuant to Section 3.7; and (e) the provisions of this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect theretoVIII. Subject to compliance with this Article XIIVIII, the Company may, at its option and at any time, Issuer may exercise its option under this Section 1202 8.2 notwithstanding the prior exercise of its option under Section 1203 with respect 8.3. The Issuer and the Guarantors may terminate the obligations under this Indenture when: (1) either: (A) all Notes theretofore authenticated and delivered have been delivered to the Trustee for cancellation, or (B) all such Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable or (ii) will become due and payable within one year or are to be called for redemption within one year (a “Discharge”) under irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire indebtedness on the Notes, not theretofore delivered to the Trustee for cancellation, for principal, premium, if any, and interest to the Stated Maturity or date of redemption; (2) the Issuer has paid or caused to be paid all other sums then due and payable under this Indenture by the Issuer; (3) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be; and (4) the Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel reasonably acceptable to the Trustee, each to the effect that all conditions precedent under this Indenture relating to the Discharge have been complied with.

Defeasance and Discharge. Upon the Company’s Issuers’ exercise under Section 1201 8.1 of the option applicable to this Section 12028.2, the Company shall Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.4, be deemed to have been released and discharged from its obligations with respect to the Defeased all outstanding Notes on the date the relevant conditions set forth in Section 1204 below are satisfied (hereinafter, “Defeasancedefeasance”). For this purpose, such Defeasance defeasance means that the Company Issuers shall be deemed to have paid and discharged the entire Indebtedness Debt represented by the Defeased outstanding Notes, which shall thereafter be deemed to be “Outstandingoutstanding” only for the purposes of Section 1205 8.5 and the other Sections of this Indenture referred to in clauses (a) and (b) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all of their other obligations under such Notes and this Indenture insofar as such Notes are concerned (and the Trustee, on demand of and at the expense of the CompanyIssuers, shall execute proper instruments acknowledging the same), except for the following, following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of Defeased outstanding Notes to receivereceive payments in respect of the principal of, solely premium, if any, and interest, if any, on such Notes when such payments are due from the trust fund described referred to in Section 1204 8.4(l); (b) the Issuers’ obligations with respect to such Notes under Sections 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.10 and 4.2; (c) the rights, powers, trusts, benefits and immunities of the Trustee, including without limitation thereunder, under Section 7.7, 8.5 and 8.7 and the Issuers’ obligations in connection therewith; (d) the Company’s rights pursuant to Section 3.7; and (e) the provisions of this Article VIII. Subject to compliance with this Article VIII, the Issuers may exercise their option under this Section 8.2 notwithstanding the prior exercise of its option under Section 8.3. The Issuers and the Guarantors may terminate the obligations under this Indenture when: (1) either: (A) all Notes theretofore authenticated and delivered have been delivered to the Trustee for cancellation, or (B) all such Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable or (ii) will become due and payable within one year or are to be called for redemption within one year (a “Discharge”) under irrevocable 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, and the Company has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire indebtedness on the Notes, not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest to the Stated Maturity or date of redemption; (2) the Issuers have paid or caused to be paid all other sums then due and payable under this Indenture by the Issuers; (3) the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuers or any Guarantor is a party or by which the Issuers or any Guarantor is bound; (4) the Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as more fully set forth in the case may be; and (5) the Issuers have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel reasonably acceptable to the Trustee, each stating that all conditions precedent under this Indenture relating to the Discharge have been complied with. The Issuers may elect, at its option, to have its obligations discharged with respect to the outstanding Notes. Such defeasance means that the Issuers will be deemed to have paid and discharged the entire indebtedness represented by the outstanding Notes, except for: (6) the rights of Holders of such Section, Notes to receive payments in respect of the principal of and premium, if any, any premium and interest on such Notes when such payments are due, , (b7) the Company’s Issuers’ obligations with respect to such Defeased Notes under Sections 304concerning issuing temporary Notes, 305registration of Notes, 306mutilated, 402 destroyed, lost or stolen Notes and 403, the maintenance of an office or agency for payment and money for security payments held in trust, (c) 8) the rights, powers, trusts, duties and immunities of the Trustee hereunderTrustee, (9) the Company’s right of optional redemption, including and (10) the Trustee’s rights under Section 707, and (d) defeasance provisions of this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. Subject to compliance with this Article XII, the Company may, at its option and at any time, exercise its option under this Section 1202 notwithstanding the prior exercise of its option under Section 1203 with respect to the NotesIndenture.

Defeasance and Discharge. Upon the Company’s exercise under Section 1201 12.01 of the option applicable to this Section 120212.02, the Company and the Guarantors shall be deemed to have been released and discharged from its their obligations with respect to the Defeased Notes all Outstanding Securities on the date the relevant conditions set forth in Section 1204 below 12.04 are satisfied (hereinafter, “Defeasancedefeasance”). For this purpose, such Defeasance defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Defeased NotesOutstanding Securities, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1205 12.05 and the other Sections of this Indenture referred to in clauses (aA) and (bB) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all its other obligations under such Notes Securities and this Indenture insofar as such Notes Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (aA) the rights of Holders of Defeased Notes Outstanding Securities to receive, solely from the trust fund described in Section 1204 and as more fully set forth in such Section, receive payments in respect of the principal of and premium, if any, and interest on such Notes Securities when such payments are due, (bB) the Company’s obligations with respect to such Defeased Notes Securities under Sections 3043.04, 3053.05, 306, 402 3.08 and 40310.03, (cC) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including the TrusteeCompany’s rights obligation to pay the amounts under Section 7076.07, and (dD) this Article XII. If XII and (E) the Company exercises its option Company’s obligation to pay Additional Amounts under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect thereto10.04. Subject to compliance with this Article XII, the Company may, at its option and at any time, may exercise its option under this Section 1202 12.02 notwithstanding the prior exercise of its option under Section 1203 12.03 with respect to the NotesSecurities.

Defeasance and Discharge. Upon the Company’s 's exercise under Section 1201 401 of the option applicable to this Section 1202402, the Company shall be deemed to have been released and discharged from its obligations with respect to the Defeased Notes all Outstanding Securities on the date the relevant conditions set forth in Section 1204 below are satisfied (hereinafter, “Defeasance”"defeasance"). For this purpose, such Defeasance defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Defeased NotesOutstanding Securities, which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 1205 405 and the other Sections of this Indenture referred to in clauses (aA) and (bB) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all its other obligations under such Notes Securities and this Indenture insofar as such Notes Securities are concerned (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (aA) the rights of Holders of Defeased Notes Outstanding Securities to receive, receive solely from the trust fund described in Section 1204 404 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, ) and interest on such Notes Securities when such payments are due, (bB) the Company’s 's obligations with respect to such Defeased Notes Securities under Sections 304, 305, 306308, 402 1002 and 4031013, (cC) the rights, powers, trusts, duties and immunities of the Trustee hereunderhereunder and the Company's obligations in connection therewith, including the Trustee’s rights Company's obligations under Section 707, 606 hereof and (dD) this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect theretoFour. Subject to compliance with this Article XIIFour, the Company may, at its option and at any time, may exercise its option under this Section 1202 402 notwithstanding the prior exercise of its option under Section 1203 403 with respect to the NotesSecurities.

Defeasance and Discharge. Upon the Company’s exercise under Section 1201 11.1 hereof of the option applicable to this Section 120211.2, the Company and the Subsidiary Guarantors shall be deemed to have been released and discharged from its their respective obligations with respect to the Defeased all Outstanding Notes on the date the relevant conditions set forth in Section 1204 below 11.4 hereof are satisfied (hereinafter, “Defeasancelegal defeasance”). For this purpose, such Defeasance legal defeasance means that the Company and the Subsidiary Guarantors shall be deemed (i) to have paid and discharged their respective obligations under the entire Indebtedness represented by Outstanding Notes; provided, however, that the Defeased Notes, which Notes shall thereafter continue to be deemed to be “Outstanding” only for the purposes of Section 1205 11.5 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below, and the Company and each of the Subsidiary Guarantors shall be deemed (ii) to have satisfied all their other obligations under with respect to such Notes and this Indenture insofar as such Notes are concerned (and the Trustee, at the expense and direction of the Company, shall execute proper instruments acknowledging the same), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of Defeased Outstanding Notes to receive, solely from the trust fund described in Section 1204 11.4 hereof and as more fully set forth in such Section, payments in respect of the principal of (and premium, premium if any, on) and interest on such Notes when such payments are duedue (or at such time as the Notes would be subject to redemption at the option of the Company in accordance with this Indenture), (b) the Company’s respective obligations with respect to such Defeased Notes of the Company and the Subsidiary Guarantors under Sections 3043.3, 3053.4, 3063.5, 402 3.6, 3.7, 3.8, 3.9, 5.8, 5.14, 9.2, 12.1 (to the extent it relates to the foregoing Sections and 403this Article XI), 12.4 and 12.5 hereof and the Appendix, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including the Trustee’s rights under Section 707, and (d) the obligations of the Company and the Subsidiary Guarantors under this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect theretoXI. Subject to compliance with this Article XIIXI, the Company may, at its option and at any time, may exercise its option under this Section 1202 11.2 notwithstanding the prior exercise of its option under Section 1203 11.3 hereof with respect to the Notes.

Defeasance and Discharge. Upon the Company’s Issuer's exercise under Section 1201 8.1 of the option applicable to this Section 12028.2, the Company Issuer shall be deemed to have been released and discharged from its obligations with respect to the Defeased Notes on the date the relevant conditions set forth in Section 1204 below are satisfied (hereinafter, “Defeasance”"defeasance"). For this purpose, such Defeasance defeasance means that the Company Issuer shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Defeased Notes, which shall thereafter be deemed to be “Outstanding” "outstanding" only for the purposes of Section 1205 8.5 and the other Sections of this Indenture referred to in clauses (a) and (b) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all its other obligations under such Notes and Defeased Notes, this Indenture and the Deed of Trust insofar as such Defeased Notes are concerned (and the Trustee, at the expense of the CompanyIssuer, and, upon written request, shall execute proper instruments acknowledging the same), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of Defeased Notes to receive, receive solely from the trust fund described in Section 1204 8.5 and as more fully set forth in such Section, payments in respect of the principal of and of, premium, if any, and interest on such Defeased Notes when such payments are due, (b) the Company’s Issuer's obligations with respect to such Defeased Notes under Sections 3042.3, 3052.4, 3062.5, 402 2.6, 2.7, 2.8, 2.9, and 4034.2, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including including, without limitation, the Trustee’s 's rights under Section 7079.7, and (d) this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect thereto8. Subject to compliance with this Article XII8, the Company may, at its option and at any time, Issuer may exercise its option under this Section 1202 8.2 notwithstanding the prior exercise of its option under Section 1203 8.3 with respect to the Timber Notes and any Additional Timber Notes.

Defeasance and Discharge. Upon the Company’s exercise under Section 1201 of the above option applicable to this Section 1202with respect to the Notes, the Company shall be deemed to have been released and discharged from its obligations with respect to the Defeased such Outstanding Notes on and after the date the relevant conditions set forth in Section 1204 below 14.04 are satisfied (hereinafter, “Defeasancedefeasance”). For this purpose, such Defeasance defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Defeased such Outstanding Notes, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1205 14.05 and the other Sections of this Indenture referred to in clauses (aA) and (bB) belowof this Section, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all its other obligations under such the Notes and this Indenture insofar as such Notes are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (aA) the rights of Holders of Defeased such Outstanding Notes to receive, solely from the trust fund described in Section 1204 14.04 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) and interest, and interest if any, on such the Notes when such payments are due, (bB) the Company’s obligations with respect to such Defeased Notes under Sections 3043.05, 3053.06, 306, 402 10.02 and 40310.03, (cC) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including the Trustee’s rights under Section 707, hereunder and (dD) this Article. Subject to compliance with this Article XII. If Fourteen, the Company exercises may exercise its option under this Section 1202notwithstanding the prior exercise of its option under Section 14.03 with respect to such Notes. Following a defeasance, payment of the such Notes may not be accelerated because of an Event of Default with respect thereto. Subject to compliance with this Article XII, the Company may, at its option and at any time, exercise its option under this Section 1202 notwithstanding the prior exercise of its option under Section 1203 with respect to the NotesDefault.

Defeasance and Discharge. Upon the Company’s 's exercise under Section 1201 4.01 hereof of the option applicable to this Section 12024.02, the Company shall be deemed to have been released and discharged from its obligations with respect to the Defeased Notes Securities of any series on the date the relevant conditions set forth in Section 1204 below are satisfied (hereinafter, “Defeasance”"defeasance"). For this purpose, such Defeasance defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Defeased NotesSecurities of such series, which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 1205 4.05 and the other Sections of this Indenture referred to in clauses (a) and (b) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all its other obligations under such Notes Securities and this Indenture insofar as such Notes Securities are concerned (and the Trustee, at the expense of the Company, and, upon Company Request, shall execute proper instruments acknowledging the same), except for the following, which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of Defeased Notes Securities of such series to receive, solely from the trust fund described in Section 1204 4.04 hereof and as more fully set forth in such Section, payments in respect of the principal of and of, premium, if any, and interest on such Notes Securities when such payments are due, due (b) the Company’s 's obligations with respect to such Defeased Notes Securities of such series under Sections 3043.05, 3053.06, 3063.07, 402 10.02 and 40310.03 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including including, without limitation, the Trustee’s 's rights under Section 707Sections 4.05 and 6.07 hereof, and (d) this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect thereto4. Subject to compliance with this Article XII4, the Company may, at its option and at any time, may exercise its option under this Section 1202 4.02 notwithstanding the prior exercise of its option under Section 1203 4.03 hereof with respect to the NotesSecurities.

Defeasance and Discharge. Upon the CompanyIssuer’s exercise under Section 1201 11.01 of the option applicable to this Section 120211.02, the Company Issuer shall be deemed to have been released and discharged from its their obligations with respect to the Defeased all Outstanding Notes on the date the relevant conditions set forth in Section 1204 below 11.04 are satisfied (hereinafter, “Defeasancedefeasance”). For this purpose, such Defeasance defeasance means that the Company Issuer shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Defeased Outstanding Notes, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1205 11.05 and the other Sections of this Indenture referred to in clauses (aA) and (bB) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all their other obligations under such Notes and this Indenture insofar as such Notes are concerned (and the Trustee, at the expense of the CompanyIssuer, shall execute proper instruments acknowledging the same), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (aA) the rights of Holders of Defeased Notes to receive, solely from the trust fund described in Section 1204 and as more fully set forth in such Section, payments in respect of the principal of and premium, if any, and interest on such Notes when such payments are due, (b) the CompanyIssuer’s obligations with respect to such Defeased Notes under Section 2.3 of Appendix A and Sections 3043.03, 3053.06, 3063.07, 402 9.02 and 4039.03 and the Issuer’s rights under Section 10.01, (cB) rights of Holders to receive payment of principal of (and premium, if any) and interest on such Notes (but not the Purchase Price referred to under Section 9.07) and any rights of the Holders with respect to such amounts, (C) the rights, powers, trusts, duties obligations and immunities of the Trustee hereunder, including the Trustee’s rights under Section 707, this Indenture and (dD) this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect theretoXI. Subject to compliance with this Article XIIXI, the Company may, at its option and at any time, Issuer may exercise its option under this Section 1202 11.02 notwithstanding the prior exercise of its option under Section 1203 11.03 with respect to the Notes.

Defeasance and Discharge. Upon the CompanyIssuer’s exercise under Section 1201 8.01 of the option applicable to this Section 12028.02, the Company Issuer shall be deemed to have been released and discharged from its obligations with respect to the Defeased Notes on the date the relevant conditions set forth in Section 1204 below 8.04 are satisfied (hereinafter, “Defeasancelegal defeasance”). For this purpose, such Defeasance legal defeasance means that the Company Issuer shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Defeased Notes, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1205 Notes and the other Sections of this Indenture referred to in clauses (a) and (b) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all its other obligations under such the Notes and this Indenture insofar as such Notes are concerned (and the Trustee, at the expense of the CompanyIssuer, shall execute proper instruments acknowledging the same), except for the following, following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of Defeased Notes to receive, solely from the trust fund described in Section 1204 8.08 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, on) and interest on such Notes when such payments are due, (b) the Company’s obligations with respect to such Defeased Notes under Sections 304, 305, 306, 402 provisions set forth at Section 8.06 below and 403, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including the Trustee’s rights under Section 707, and (d) . Subject to compliance with this Article XII. If Eight, the Company exercises Issuer may exercise its option under this Section 12028.02 notwithstanding the prior exercise of its option under Section 8.03 below with respect to the Notes. If the Issuer exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. Subject to compliance with this Article XII, the Company may, at its option and at any time, exercise its option under this (other than an Event of Default described in Section 1202 notwithstanding the prior exercise of its option under 6.01(1)(a) or Section 1203 with respect to the Notes6.01(1)(b)).

Defeasance and Discharge. Upon the Company’s 's exercise under Section 1201 4.01 of the option applicable to this Section 12024.02, the Company shall be deemed to have been released and discharged from its obligations with respect to the Defeased Notes on the date the relevant conditions set forth in Section 1204 below are satisfied (hereinafter, “Defeasance”"defeasance"). For this purpose, such Defeasance defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Defeased Notes, which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 1205 4.05 and the other Sections of this Indenture referred to in clauses (a) and (b) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all its other obligations under such Notes and this Indenture insofar as such Notes are concerned (and the Trustee, at the expense of the Company, and, upon Company Request, shall execute proper instruments acknowledging the same), except for the following, which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of Defeased Notes to receive, solely from the trust fund funds described in Section 1204 4.04 and as more fully set forth in such Sectionsection, payments in respect of the principal of and of, premium, if any, and interest on such Notes when such payments are due, (b) the Company’s 's obligations with respect to such Defeased Notes under Sections 3043.05, 3053.06, 3063.07, 402 10.02 and 40310.03, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including including, without limitation, the Trustee’s 's rights under Section 7076.07, and (d) this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect theretoFour. Subject to compliance with this Article XIIFour, the Company may, at its option and at any time, may exercise its option under this Section 1202 4.02 notwithstanding the prior exercise of its option under Section 1203 4.03 with respect to the Notes.

Defeasance and Discharge. Upon the Company’s 's exercise under Section 1201 of the above option applicable to this Section 1202with respect to any Notes of or within a series, the Company shall be deemed to have been released and discharged from its obligations with respect to the Defeased such Outstanding Notes on the date the relevant conditions set forth in Section 1204 below 1404 are satisfied (hereinafter, “Defeasance”"defeasance"). For this purpose, such Defeasance defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Defeased such Outstanding Notes, which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 1205 1405 and the other Sections of this Indenture referred to in clauses (aA) and (bB) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all of its other obligations under such Notes and this Indenture insofar as such Notes are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (aA) the rights of Holders of Defeased such Outstanding Notes to receive, solely from the trust fund described in Section 1204 1404 and as more fully set forth in such Section, payments in respect of the principal of (and premiumpremium or Make-Whole Amount, if any) and interest, if any, and interest on such Notes appertaining thereto when such payments are due, (bB) the Company’s 's obligations with respect to such Defeased Notes under Sections 304, 305, 306, 402 1002 and 4031003 and with respect to the payment of Additional Amounts, if any, on such Notes as contemplated by Section 1012, (cC) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including the Trustee’s rights under Section 707, 606 and (dD) this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect theretoArticle. Subject to compliance with this Article XIIFourteen, the Company may, at its option and at any time, may exercise its option under this Section 1202 notwithstanding the prior exercise of its option under Section 1203 1403 with respect to the such Notes.

Defeasance and Discharge. Upon the Company’s Issuer's exercise under Section 1201 11.1 of the option applicable to this Section 120211.2, the Company Issuer shall be deemed to have been released and discharged from its obligations with respect to the Defeased all Outstanding Senior Notes on the date the relevant conditions set forth in Section 1204 below are satisfied (hereinafter, “Defeasance”"defeasance"). For this purpose, such Defeasance defeasance means that the Company Issuer shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Defeased Outstanding Senior Notes, which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 1205 11.5 and the other Sections sections of this Indenture referred to in clauses (aSection 11.2(a) and (bSection 11.2(b) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all other obligations under such Senior Notes and this Indenture insofar as such Notes are concerned (and the Trustee, on demand of and at the expense of the Company, Issuer shall execute proper instruments acknowledging the same), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of Defeased Outstanding Senior Notes to receive, receive solely from the trust fund described in Section 1204 11.5 and as more fully set forth in such Section, payments in respect of the principal of and premium, if any, any premium and interest on such Senior Notes when such payments are due, or on the Redemption Date, as the case may be, (b) the Company’s Issuer's obligations with respect to such Defeased Senior Notes under Sections 304Section 2.3, 305Section 2.4, 306Section 2.6, 402 Section 2.7, Section 2.12 and 403Section 2.13, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including hereunder and the Trustee’s rights under Section 707Issuer's obligations in connection therewith, and (d) this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect thereto11. Subject to compliance with this Article XII11, the Company may, at its option and at any time, Issuer may exercise its option under this Section 1202 11.2 notwithstanding the prior exercise of its option under Section 1203 11.3 with respect to the Senior Notes.

Defeasance and Discharge. Upon the Company’s 's exercise under Section 1201 1401 of the option applicable to this Section 12021402, the Company and the Guarantors shall be deemed to have been released and discharged from its their obligations with respect to the Defeased Outstanding Notes and the Guarantees, respectively, on the date the relevant conditions set forth in Section 1204 below 1404 are satisfied (hereinafter, “Defeasance”"defeasance"). For this purpose, such Defeasance defeasance means that the Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Defeased Outstanding Notes, which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 1205 1405 and the other Sections of this Indenture referred to in clauses (aA) and (bB) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all its other obligations under such the Notes and this Indenture insofar as such the Notes are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (aA) the rights of Holders of Defeased such Outstanding Notes to receive, solely from the trust fund described in Section 1204 1404 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, ) and interest on such Notes when such payments are due, (bB) the Company’s 's obligations with respect to such Defeased Notes under Sections 304, 305, 306, 402 1002 and 4031003, (cC) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including the Trustee’s rights under Section 707, hereunder and (dD) this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect theretoFourteen. Subject to compliance with this Article XIIFourteen, the Company may, at its option and at any time, may exercise its option under this Section 1202 1402 notwithstanding the prior exercise of its option under Section 1203 1403 with respect to the such Notes.

Defeasance and Discharge. Upon the Company’s exercise under Section 1201 of the option applicable to this Section 1202, the Company shall be deemed to have been released and discharged from its obligations with respect to the Defeased Notes on the date the relevant conditions set forth in Section 1204 below are satisfied (hereinafter, “Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the Defeased Notes, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1205 and the other Sections of this Indenture referred to in clauses (a) and (b) below, and the Company Company, Holdings and each of the Subsidiary Guarantors shall be deemed to have satisfied all other obligations under such Notes and this Indenture insofar as such Notes are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following, which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of Defeased Notes to receive, solely from the trust fund described in Section 1204 and as more fully set forth in such Section, payments in respect of the principal of and premium, if any, and interest on such Notes when such payments are due, (b) the Company’s obligations with respect to such Defeased Notes under Sections 304, 305, 306, 402 402, and 403, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including the Trustee’s rights under Section 707, and (d) this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. Subject to compliance with this Article XII, the Company may, at its option and at any time, exercise its option under this Section 1202 notwithstanding the prior exercise of its option under Section 1203 with respect to the Notes.

Defeasance and Discharge. Upon the Company’s exercise under Section 1201 of the option applicable to this Section 12024.3 with respect to the Notes, the Company shall be deemed to have been released and discharged from its obligations with respect to the Defeased Notes on the date the relevant conditions set forth in Section 1204 below 4.5 of this First Supplemental Indenture are satisfied (hereinafter, “Defeasancedefeasance”). For this purpose, such Defeasance defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Defeased Notes, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1205 4.6 of this First Supplemental Indenture and the other Sections of the Base Indenture and this First Supplemental Indenture referred to in clauses (ai) and (bii) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all its other obligations under such the Notes and this the Indenture insofar as such the Notes are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (ai) the rights of Holders of Defeased the Outstanding Notes to receive, solely from the trust fund described in Section 1204 4.5 of this First Supplemental Indenture and as more fully set forth in such SectionSection 4.5, payments in respect of the principal of (and premium, if any, ) and interest on such Notes when such payments are due, (bii) the Company’s obligations with respect to such Defeased the Notes under Sections 304, 305, 306, 402 305 and 403306 and Article Ten of the Base Indenture and Article 5 of this First Supplemental Indenture and such obligations as shall be ancillary thereto, (ciii) the rights, powers, trusts, duties and immunities of the Trustee hereunderunder the Indenture including, including without limitation, Section 607 of the Trustee’s rights under Base Indenture and the penultimate paragraph of Section 707, 4.6 of this First Supplemental Indenture and (div) this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect thereto4. Subject to compliance with this Article XII4, the Company may, at its option and at any time, may exercise its option under this Section 1202 4.3 notwithstanding the prior exercise of its option under Section 1203 4.4 of this First Supplemental Indenture with respect to the Notes.

Defeasance and Discharge. Upon the Company’s 's exercise under Section 1201 of the option applicable to this Section 1202, the Company and the Guarantors shall be deemed to have been released and discharged from its their respective obligations with respect to the Defeased Notes all Outstanding Securities on the date the relevant conditions set forth in Section 1204 below are satisfied (hereinafter, “Defeasance”"defeasance"). For this purpose, such Defeasance defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Defeased NotesOutstanding Securities, which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 1205 and the other Sections of this Indenture referred to in clauses (aA) and (bB) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all its other obligations under such Notes Securities and this Indenture insofar as such Notes Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (aA) the rights of Holders of Defeased Notes Outstanding Securities to receive, solely from the trust fund described in Section 1204 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, on) and interest on such Notes Securities when such payments are due, (bB) the Company’s 's obligations with respect to such Defeased Notes Securities under Sections 304, 305, 306308, 402 1002 and 4031003, (cC) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including the Trustee’s rights under Section 707, hereunder and (dD) this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect theretoTwelve. Subject to compliance with this Article XIITwelve, the Company may, at its option and at any time, may exercise its option under this Section 1202 notwithstanding the prior exercise of its option under Section 1203 with respect to the NotesSecurities.

Defeasance and Discharge. Upon the Company’s exercise under Section 1201 7.01 of the option applicable to this Section 12027.02, the Company shall shall, subject to the satisfaction of the conditions set forth in Section 7.04, be deemed to have been released and discharged from its obligations with respect to all Outstanding Notes and the Defeased Notes related Subsidiary Guarantees on the date the relevant conditions set forth in Section 1204 below are satisfied (hereinafter, “Defeasance”). For this purpose, such Defeasance means that the Company Company, a Guarantor, if applicable, and any other obligor under the Indenture shall be deemed to have paid and discharged the entire Indebtedness represented by the Defeased NotesOutstanding Notes being defeased, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1205 7.05 and the other Sections of this the Indenture referred to in clauses (a) and (b) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all its other obligations under such Notes and this the Indenture insofar as such Notes are concerned (and the Trustee, on written demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following, following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of Defeased such Outstanding Notes to receive, solely from the trust fund described in Section 1204 7.04, and as more fully set forth in such SectionSection 7.04, payments in respect of the principal of and of, premium, if any, and interest on such Notes when such payments are due, (b) the Company’s obligations with respect to such Defeased Notes under Sections 304, 305, 306, 402 Article II of the Supplemental Indenture and 403Article III and Section 6.02 of the Base Indenture, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including hereunder and the TrusteeCompany’s rights under Section 707, obligations in connection therewith and (d) this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect theretoVII. Subject to compliance with this Article XIIVII, the Company may, at its option and at any time, may exercise its option under this Section 1202 7.02 notwithstanding the prior exercise of its option under Section 1203 with respect to the Notes7.03.

Defeasance and Discharge. Upon the Company’s Issuer's exercise under Section 1201 of the option applicable set forth in clause (a) of Section 9.2 with respect to this Section 1202the Securities of a series, the Company Issuer and each Guarantor shall be deemed to have been released and discharged from its obligations with respect to the Defeased Notes Securities of such series on and after the date the relevant conditions precedent set forth in Section 1204 below 9.5 are satisfied (hereinafter, “Defeasance”"defeasance"). For this purpose, such Defeasance defeasance means that the Company Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the Defeased Notes, which shall thereafter be deemed to be “Outstanding” only for the purposes Securities of Section 1205 such series and the other Sections of this Indenture referred to in clauses (a) and (b) below, and the Company Issuer and each of the Subsidiary Guarantors Guarantor shall be deemed to have satisfied all their respective other obligations under the Securities of such Notes series and under this Indenture insofar as relating to the Securities of such Notes are concerned series (and the Trustee, at the expense of the CompanyIssuer, shall execute proper instruments acknowledging the same), except for for, (i) rights of registration of transfer and exchange of Securities of such series, and the followingIssuer's right of optional redemption, which shall survive until otherwise terminated if any, (ii) substitution of mutilated, defaced, destroyed, lost or discharged hereunder: stolen Securities, (aiii) the rights of Holders to receive payments of Defeased Notes principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), and remaining rights of the Holders to receivereceive mandatory sinking fund payments, if any, in each case solely from the trust fund funds described in Section 1204 9.5(a); and as more fully set forth in such Section, payments in respect of the principal of and premium, if any, and interest on such Notes when such payments are due, (b) the Company’s obligations with respect to such Defeased Notes under Sections 304, 305, 306, 402 and 403, (civ) the rights, powers, trusts, duties obligations and immunities of the Trustee hereunder, including the Trustee’s rights under Section 707, and (d) this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. Subject to compliance with this Article XIINine, the Company may, at its option and at any time, Issuer may exercise its option under this Section 1202 9.3 notwithstanding the prior exercise of its option under Section 1203 9.4 with respect to the NotesSecurities of such series.

Defeasance and Discharge. Upon the Company’s 's exercise under Section 1201 4.01 hereof of the option applicable to this Section 12024.02, the Company shall be deemed to have been released and discharged from its their obligations with respect to the Defeased Notes on the date the relevant conditions set forth in Section 1204 below are satisfied (hereinafter, “Defeasance”"defeasance"). For this purpose, such Defeasance defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Defeased Notes, which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 1205 4.05 and the other Sections of this Indenture referred to in clauses (a) and (b) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all its other obligations under such Notes and this Indenture insofar as such Notes are concerned (and the Trustee, at the expense of the Company, and, upon Company Request, shall execute proper instruments acknowledging the same), except for the following, which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of Defeased Notes to receive, solely from the trust fund described in Section 1204 4.04 hereof and as more fully set forth in such Section, payments in respect of the principal of and of, premium, if any, and interest on such Notes when such payments are due, (b) the Company’s 's obligations with respect to such Defeased Notes under Sections 3043.04, 3053.05, 3063.06, 402 10.02 and 40310.03 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including including, without limitation, the Trustee’s 's rights under Section 7076.07 hereof, and (d) this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect theretoFour. Subject to compliance with this Article XIIFour, the Company may, at its option and at any time, may exercise its option under this Section 1202 4.02 notwithstanding the prior exercise of its option under Section 1203 4.03 hereof with respect to the Notes.

Defeasance and Discharge. Upon the Company’s exercise under Section 1201 of the option specified in Section 4.3 applicable to this Section 1202with respect to the Notes, the Company and the Guarantor shall be deemed to have been released and discharged from its their obligations with respect to such Notes and the Defeased Notes Note Guarantee on and after the date the relevant conditions set forth in Section 1204 below 4.6 are satisfied (hereinafter, hereinafter “Defeasancedefeasance”). For this purpose, such Defeasance defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by such Notes and the Defeased Notes, Note Guarantee which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1205 4.7 and the other Sections of this Indenture referred to in clauses clause (aii) and (b) belowof this Section, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all its other obligations under such Notes Notes, such Note Guarantee and this Indenture insofar as such Notes and such Note Guarantee are concerned (and the Trustee, at the cost and expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (ai) the rights of Holders of Defeased Outstanding Notes to receive, solely from the trust fund funds described in Section 1204 4.6(a) and as more fully set forth in such Section, payments in respect of the principal of and of, premium, if any, and interest interest, if any, on such Notes when such payments are due, ; (bii) the Company’s obligations with respect to such Defeased Notes under Sections 304Section 3.4, 305Section 3.5, 306Section 3.6, 402 Section 9.2 and 403, Section 9.3 and such obligations as shall be ancillary thereto; (ciii) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including the Trustee’s rights under Section 707, ; and (div) this Article XII4. If Subject to compliance with this Article 4, the Company exercises may exercise its option under this Section 1202notwithstanding the prior exercise of its option under Section 4.5 with respect to such Notes and the Note Guarantee. Following a defeasance, payment of the such Notes may not be accelerated because of an Event of Default with respect thereto. Subject to compliance with this Article XII, the Company may, at its option and at any time, exercise its option under this Section 1202 notwithstanding the prior exercise of its option under Section 1203 with respect to the NotesDefault.

Defeasance and Discharge. Upon the Company’s 's exercise under Section 1201 of the option provided in Section 1301 applicable to this Section 1202Section, the Company shall be deemed to have been released and discharged from its obligations with respect to the Defeased Notes Outstanding Notes, and the provisions of Article Twelve hereof shall cease to be effective, on the date the relevant conditions set forth in Section 1204 below are satisfied (hereinafter, “Defeasance”"defeasance"). For this purpose, such Defeasance defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Defeased Notes, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1205 Outstanding Notes and the other Sections of this Indenture referred to in clauses (a) and (b) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all its other obligations under such Notes and this Indenture insofar as such Notes are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (aA) the rights of Holders of Defeased such Notes to receive, solely from the trust fund described in Section 1204 1304 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, ) and interest on such Notes when such payments are due, (bB) the Company’s 's obligations with respect to such Defeased Notes under Sections 304, 305, 306, 402 1002 and 4031003, (cC) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including the Trustee’s rights under Section 707, hereunder and (dD) this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect theretoThirteen. Subject to compliance with this Article XIIThirteen, the Company may, at its option and at any time, may exercise its option under this Section 1202 1302 notwithstanding the prior exercise of its option under Section 1203 with respect to the Notes1303.

Defeasance and Discharge. Upon the Company’s exercise under Section 1201 of the option applicable to this Section 1202, the Company shall be deemed to have been released and discharged from its obligations with respect to the Defeased Notes on the date the relevant conditions set forth in Section 1204 below are satisfied (hereinafter, “Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the Defeased Notes, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1205 and the other Sections of this Indenture referred to in clauses (a) and (b) below, and the Company Company, and each of the Subsidiary Guarantors shall be deemed to have satisfied all other obligations under such Notes and this Indenture insofar as such Notes are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following, which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of Defeased Notes to receive, solely from the trust fund described in Section 1204 and as more fully set forth in such Section, payments in respect of the principal of and premium, if any, and interest on such Notes when such payments are due, (b) the Company’s obligations with respect to such Defeased Notes under Sections 304, 305, 306, 402 402, and 403, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including the Trustee’s rights (and Company’s obligations) under Section 707, and (d) this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. Subject to compliance with this Article XII, the Company may, at its option and at any time, exercise its option under this Section 1202 notwithstanding the prior exercise of its option under Section 1203 with respect to the Notes.

Defeasance and Discharge. Upon the Company’s 's exercise under Section 1201 of the option applicable to this Section 1202, the Company shall be deemed to have been released and discharged from its obligations with respect to the Defeased Notes all Outstanding Securities on the date the relevant conditions set forth in Section 1204 below are satisfied (hereinafter, “Defeasance”"defeasance"). For this purpose, such Defeasance defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Defeased NotesOutstanding Securities, which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 1205 and the other Sections of this Indenture referred to in clauses (aA) and (bB) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all its other obligations under such Notes Securities and this Indenture insofar as such Notes Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (aA) the rights of Holders of Defeased Notes Outstanding Securities to receive, solely from the trust fund described in Section 1204 and as more fully set forth in such Section, payments in respect of the principal of and of, premium, if any, and interest on such Notes Securities when such payments are due, (bB) the Company’s 's obligations with respect to such Defeased Notes Securities under Sections 304, 305, 306, 402 1002 and 4031003, (cC) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including the Trustee’s rights under Section 707, hereunder and (dD) this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect theretoTwelve. Subject to compliance with this Article XIITwelve, the Company may, at its option and at any time, may exercise its option under this Section 1202 notwithstanding the prior exercise of its option under Section 1203 with respect to the NotesSecurities.

Defeasance and Discharge. Upon the Company’s 's exercise under Section 1201 of the option applicable to this Section 1202, the Company shall be deemed to have been released and discharged from its obligations with respect to the Defeased all Outstanding Notes on the date the relevant conditions set forth in Section 1204 below hereof are satisfied (hereinafter, “Defeasance”"legal defeasance"). For this purpose, such Defeasance legal defeasance means that the Company shall be deemed (i) to have paid and discharged its obligations under the entire Indebtedness represented by Outstanding Notes; PROVIDED, HOWEVER, that the Defeased Notes, which Notes shall thereafter continue to be deemed to be “"Outstanding” only " for the purposes of Section 1205 and the other Sections of this Indenture referred to in clauses (aA) and (bB) below, and the Company and each of the Subsidiary Guarantors shall be deemed (ii) to have satisfied all their other obligations under with respect to such Notes and this Indenture insofar as such Notes are concerned (and the Trustee, at the expense and direction of the Company, shall execute proper instruments acknowledging the same), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (aA) the rights of Holders of Defeased Outstanding Notes to receive, solely from the trust fund described in Section 1204 hereof and as more fully set forth in such Section, payments in respect of the principal of and premium, if any, and interest on such Notes when such payments are duedue (or at such time as the Notes would be subject to redemption at the option of the Company in accordance with this Indenture), (bB) the Company’s obligations with respect to such Defeased Notes of the Company under Sections 303, 304, 305, 306, 402 607, 609, 610, 1002, and 4031003, (cC) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including the Trustee’s rights under Section 707, and (dD) the obligations of the Company under this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect theretoTwelve. Subject to compliance with this Article XIITwelve, the Company may, at its option and at any time, may exercise its option under this Section 1202 notwithstanding the prior exercise of its option under Section 1203 with respect to the Notes.

Defeasance and Discharge. Upon the Company’s 's exercise under Section 1201 1301 of the option applicable to this Section 12021302, the Company shall be deemed to have been released and discharged from its obligations with respect to all Outstanding Notes, and the Defeased Notes Subsidiary Guarantors, if any, shall be deemed to have been discharged from their respective obligations under their respective Subsidiary Guarantees, on the date the relevant conditions set forth in Section 1204 below 1304 are satisfied (hereinafter, “Defeasance”"defeasance"). For this purpose, such Defeasance defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Defeased Outstanding Notes, which thereafter shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 1205 1305 and the other Sections of this Indenture referred to in clauses (aA) and (bB) below, and the Company and each of the Subsidiary Guarantors Guarantors, if any, shall be deemed to have satisfied all its other obligations under such Notes and this Indenture insofar as such Notes are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following, which shall survive until otherwise terminated or discharged hereunder: (aA) the rights of Holders of Defeased Outstanding Notes to receive, solely from the trust fund described in Section 1204 1304 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, on) and interest on such Notes when such payments are due, (bB) the Company’s 's obligations with respect to such Defeased Notes under Sections 304, 305, 306, 402 1002 and 4031003, (cC) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including the Trustee’s rights under Section 707, hereunder and (dD) this Article XII. If Thirteen; provided, however, that the Company exercises its option under this Company's rights pursuant to Section 1202, payment of the Notes may 1101 shall not be accelerated because of an Event of Default with respect theretoterminated or discharged hereunder. Subject to compliance with this Article XIIThirteen, the Company may, at its option and at any time, may exercise its option under this Section 1202 1302 notwithstanding the prior exercise of its option under Section 1203 1303 with respect to the Notes.

Defeasance and Discharge. Upon the Company’s exercise under Section 1201 of the option applicable to this Section 1202, the Company shall be deemed to have been released and discharged from its obligations with respect to the Defeased Notes on the date the relevant conditions set forth in Section 1204 below are satisfied (hereinafter, “Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the Defeased Notes, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1205 and the other Sections of this Indenture referred to in clauses (a) and (b) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all other obligations under such Defeased Notes and this Indenture insofar as such Defeased Notes are concerned (and the Trustee, at the expense of the Company, shall execute proper such instruments reasonably requested by the Company acknowledging the same), except for the following, which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of Defeased Notes to receive, solely from the trust fund described in Section 1204 and as more fully set forth in such SectionSection 1205, payments in respect of the principal of and premium, if any, and interest on such Defeased Notes when such payments are due, (b) the Company’s obligations with respect to such Defeased Notes under Sections 304, 305, 306, 402 312, 313, 402, and 403, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including the Trustee’s rights under Section 707, and (d) this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. Subject to compliance with this Article XII, the Company may, at its option and at any time, exercise its option under this Section 1202 notwithstanding the prior exercise of its option under Section 1203 with respect to the Defeased Notes.

Defeasance and Discharge. Upon the Company’s 's exercise under Section 1201 Section1201 of the option applicable to this Section 1202Section1202, the Company shall be deemed to have been released and discharged from its obligations with respect to the Defeased Notes all Outstanding Securities on the date the relevant conditions set forth in Section 1204 below Section1204 are satisfied (hereinafter, “Defeasance”"defeasance"). For this purpose, such Defeasance defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Defeased NotesOutstanding Securities, which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 1205 Section1205 and the other Sections of this Indenture referred to in clauses (aA) and (bB) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all its other obligations under such Notes Securities and this Indenture insofar as such Notes Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (a) the A)the rights of Holders of Defeased Notes Outstanding Securities to receive, solely from the trust fund described in Section 1204 Section1204 and as more fully set forth in such Section, payments in respect of the principal of and of, premium, if any, and interest on such Notes Securities when such payments are duedue (but not the Purchase Price referred to in Section 1010) and any rights of the Holders with respect to such amounts, (b) the B)the Company’s 's obligations with respect to such Defeased Notes Securities under Sections 304Sections304, 305, 306, 402 1002 and 4031003, (c) the C)the rights, powers, trusts, duties and immunities of the Trustee hereunder, including the Trustee’s rights under Section 707, hereunder and (d) this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect theretoD)this ArticleTwelve. Subject to compliance with this Article XIITwelve, the Company may, at its option and at any time, may exercise its option under this Section 1202 Section1202 notwithstanding the prior exercise of its option under Section 1203 Section1203 with respect to the NotesSecurities.

Defeasance and Discharge. Upon the Company’s 's exercise under Section 1201 1301 of the option applicable to this Section 12021302, the Company shall be deemed to have been released and discharged from its obligations with respect to the Defeased Notes all Outstanding Securities on the date the relevant conditions set forth in Section 1204 below 1304 are satisfied (hereinafter, “Defeasance”"defeasance"). For this purpose, such Defeasance defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Defeased NotesOutstanding Securities, which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 1205 1305 and the other Sections of this Indenture referred to in clauses (a) and (b) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all its other obligations under such Notes Securities and this Indenture insofar as such Notes Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following, which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of Defeased Notes Outstanding Securities to receive, solely from the trust fund described in Section 1204 1304 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, on) and interest on such Notes Securities when such payments are due, ; (b) the Company’s 's obligations with respect to such Defeased Notes Securities under Sections 304, 305, 306, 402 1002 and 403, 1003; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including the Trustee’s rights under Section 707, ; and (d) this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect theretoThirteen. Subject to compliance with this Article XIIThirteen, the Company may, at its option and at any time, may exercise its option under this Section 1202 1302 notwithstanding the prior exercise of its option under Section 1203 1303 with respect to the NotesSecurities.

Defeasance and Discharge. Upon the Company’s Issuer's exercise under Section 1201 of the option provided in Section 1401 applicable to this Section 1202, 1402 the Company Issuer shall be deemed to have been released and discharged from its obligations with respect to the Defeased Notes Outstanding Bonds on the date the relevant conditions set forth in Section 1204 below 1404 are satisfied (hereinafter, “Defeasance”"defeasance"). For this purpose, such Defeasance defeasance means that the Company Issuer shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Defeased NotesOutstanding Bonds, which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 1205 1405 and the other Sections of this Indenture referred to in clauses (a) and (b) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all its other obligations under such Notes Bonds and this Indenture insofar as such Notes Bonds are concerned (and the Trustee, at the expense of the CompanyIssuer, shall execute proper instruments acknowledging the same), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of Defeased Notes such Outstanding Bonds to receive, solely from the trust fund described in Section 1204 1404(a) and as more fully set forth in such Section, payments in respect of the principal of and premiuminterest and Make-Whole Premium, if any, and interest on such Notes Bonds when such payments are due, ; (b) the Company’s Issuer's obligations with respect to such Defeased Notes Bonds under Sections 304, 305, 306, 402 307, 308, and 403, 1102; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including the Trustee’s rights under Section 707, hereunder and (d) this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect theretoFourteen. Subject to compliance with this Article XIIFourteen, the Company may, at its option and at any time, Issuer may exercise its option under this Section 1202 1402 notwithstanding the prior exercise of its option under Section 1203 with respect to the Notes1403.

Defeasance and Discharge. Upon the Company’s exercise under Section 1201 of the its option applicable to have this Section 12021302 applied to the Notes, the Company shall be deemed to have been released and discharged from its obligations with respect to the Defeased such Notes as provided in this Section 1302 on and after the date the relevant conditions set forth in Section 1204 below 1304 of this Indenture are satisfied (hereinafter, hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Defeased Notes, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1205 such Notes and the other Sections of this Indenture referred to in clauses (a) and (b) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all its other obligations under such Notes and this Indenture insofar as such the Notes are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for subject to the following, which shall survive until otherwise terminated or discharged hereunder: (a1) the rights of Holders of Defeased such Notes to receivereceive payments in respect of the principal of, or interest or premium, if any, on such Notes when such payments are due solely from the trust fund described in Section 1204 1304 of this Indenture and as more fully set forth in such Section, payments in respect of the principal of and premium, if any, and interest on such Notes when such payments are due, Section 1304; (b2) the Company’s obligations with respect to such Defeased Notes under Sections 304, 305, 306, 402 307, 1002 and 403, 1003 of this Indenture; (c3) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including hereunder and the TrusteeCompany’s rights under Section 707, and the Guarantors’ obligations in connection therewith; and (d4) this Article XIIArticle. If the Company exercises its defeasance option under pursuant to this Section 12021302, the Guarantees shall terminate with respect to the Notes, and payment of the Notes may not be accelerated pursuant to Section 502 of this Indenture (or, after the occurrence of the Merger Event, Section 1610 of this Indenture) because of an Event of Default with respect theretoDefault. Subject to compliance with this Article XIIArticle, the Company may, at its option and at any time, may exercise its option under to have this Section 1202 1302 applied to any Notes notwithstanding the prior exercise of its option under to have Section 1203 with respect 1303 of this Indenture applied to the such Notes.

Defeasance and Discharge. Upon the Company’s 's exercise under Section 1201 1301 of the option applicable to this Section 12021302, the Company shall be deemed to have been released and discharged from its obligations with respect to all Outstanding Notes, and the Defeased Notes Subsidiary Guarantors, if any, shall be deemed to have been discharged from their respective obligations under their respective Subsidiary Guarantees, on the date the relevant conditions set forth in Section 1204 below 1304 are satisfied (hereinafter, “Defeasance”"defeasance"). For this purpose, such Defeasance defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Defeased Outstanding Notes, which thereafter shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 1205 1305 and the other Sections of this Indenture referred to in clauses (aA) and (bB) below, and the Company and each of the Subsidiary Guarantors Guarantors, if any, shall be deemed to have satisfied all their other respective obligations under such Notes and this Indenture insofar as such Notes are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following, which shall survive until otherwise terminated or discharged hereunder: (aA) the rights of Holders of Defeased Outstanding Notes to receive, solely from the trust fund described in Section 1204 1304 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, on) and interest on such Notes when such payments are due, (bB) the Company’s 's obligations with respect to such Defeased Notes under Sections 304, 305, 306, 402 1002 and 4031003, (cC) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including the Trustee’s rights under Section 707, hereunder and (dD) this Article XII. If Thirteen; provided, however, that the Company exercises its option under this Company's rights pursuant to -------- ------- Section 1202, payment of the Notes may 1101 shall not be accelerated because of an Event of Default with respect theretoterminated or discharged hereunder. Subject to compliance with this Article XIIThirteen, the Company may, at its option and at any time, may exercise its option under this Section 1202 1302 notwithstanding the prior exercise of its option under Section 1203 1303 with respect to the Notes.

Defeasance and Discharge. Upon the Company’s 's exercise under Section 1201 13.01 of the its option applicable to apply this Section 120213.02, the Company and any Subsidiary Guarantor, if any, shall be deemed to have been released and discharged from its obligations with respect to the Defeased all Outstanding Senior Notes on the date the relevant conditions set forth in Section 1204 below 13.04 are satisfied (hereinafter, “Defeasance”"DEFEASANCE"). For this purpose, such Defeasance defeasance means that the Company shall and any such Subsidiary Guarantor will be deemed to have paid and discharged the entire Indebtedness represented by the Defeased Outstanding Senior Notes, which shall thereafter be deemed to be “Outstanding” "OUTSTANDING" only for the purposes of Section 1205 13.05 and the other Sections of this Indenture referred to in clauses (aA) and (bB) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all its other obligations under such Notes Senior Notes, the Subsidiary Guarantees and this Indenture insofar as such Senior Notes are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (aA) the rights of Holders of Defeased Outstanding Senior Notes to receive, solely from the trust fund described in Section 1204 13.04 and as more fully set forth in such Section, payments in respect of the principal of and of, premium, if any, and interest on such Senior Notes when such payments are duedue on the Stated Maturity (or upon redemption, if applicable), (bB) the Company’s 's obligations with respect to such Defeased Senior Notes under Sections 3041.12, 3053.04, 3063.05, 402 3.06, 3.07, 3.11, 3.12, 5.15, 6.08(e), 10.02, 10.03, 10.08 (but only to the extent such section is applicable to Default of an obligation under this Indenture not defeased) and 40310.09 (but only to the extent of Additional Amounts other than Additional Amounts payable under then applicable law; for the purposes of applying Section 10.09 after defeasance, if the Trustee is required by law or by the administration or interpretation thereof to withhold or deduct any amount for or on account of Taxes from any payment made from the trust fund described in Section 13.04 under or with respect to the Senior Notes, such payment 123 shall be deemed to have been made by the Company and the Company shall be deemed to have been so required to deduct or withhold), (cC) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including the Trustee’s rights under Section 707, hereunder and (dD) this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect theretoThirteen. Subject to compliance with this Article XIIThirteen, the Company may, at its option and at any time, may exercise its option under this Section 1202 13.02 notwithstanding the prior exercise of its option under Section 1203 13.03 with respect to the Senior Notes.

Defeasance and Discharge. Upon the Company’s exercise under Section 1201 8.01 of the option applicable to this Section 12028.02, the Company shall be deemed to have been released and discharged from its obligations with respect to the Defeased Notes on the date the relevant conditions set forth in Section 1204 below 8.04 are satisfied (hereinafter, “Defeasancelegal defeasance”). For this purpose, such Defeasance legal defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Defeased Notes, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1205 Notes and the other Sections of this Indenture referred to in clauses (a) and (b) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all its other obligations under such the Notes and this Indenture insofar as such Notes are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of Defeased Notes to receive, solely from the trust fund described in Section 1204 8.08 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, on) and interest on such Notes when such payments are due, (b) the Company’s obligations with respect to such Defeased Notes under Sections 304, 305, 306, 402 provisions set forth in Section 8.06 below and 403, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder. Subject to compliance with this Article Eight, including the Trustee’s rights Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 707, and (d) this Article XII8.03 below with respect to the Notes. If the Company exercises its option under this Section 1202legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. Subject to compliance with this Article XII, the Company may, at its option and at any time, exercise its option under this Section 1202 notwithstanding the prior exercise of its option under Section 1203 with respect to the Notes.Default

Defeasance and Discharge. Upon the Company’s exercise under Section 1201 of the above option applicable to this Section 1202with respect to any Notes of or within a series, the Company shall be deemed to have been released and discharged from its obligations with respect to the Defeased such Outstanding Notes on the date the relevant conditions set forth in Section 1204 below 1404 are satisfied (hereinafter, “Defeasancedefeasance”). For this purpose, such Defeasance defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Defeased such Outstanding Notes, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1205 1405 and the other Sections of this Indenture referred to in clauses (aA) and (bB) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all of its other obligations under such Notes and this Indenture insofar as such Notes are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (aA) the rights of Holders of Defeased such Outstanding Notes to receive, solely from the trust fund described in Section 1204 1404 and as more fully set forth in such Section, payments in respect of the principal of (and premiumpremium or Make-Whole Amount, if any) and interest, if any, and interest on such Notes appertaining thereto when such payments are due, (bB) the Company’s obligations with respect to such Defeased Notes under Sections 304, 305, 306, 402 1002 and 4031003 and with respect to the payment of Additional Amounts, if any, on such Notes as contemplated by Section 1012, (cC) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including the Trustee’s rights under Section 707, 606 and (dD) this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect theretoArticle. Subject to compliance with this Article XIIFourteen, the Company may, at its option and at any time, may exercise its option under this Section 1202 notwithstanding the prior exercise of its option under Section 1203 1403 with respect to the such Notes.

Defeasance and Discharge. Upon the CompanyIssuer’s exercise under Section 1201 11.01 of the option applicable to this Section 120211.02, the Company Issuer shall be deemed to have been released and discharged from its their obligations with respect to the Defeased all Outstanding Notes on the date the relevant conditions set forth in Section 1204 below 11.04 are satisfied (hereinafter, “Defeasancedefeasance”). For this purpose, such Defeasance defeasance means that the Company Issuer shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Defeased Outstanding Notes, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1205 11.05 and the other Sections of this Indenture referred to in clauses (aA) and (bB) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all their other obligations under such Notes and this Indenture insofar as such Notes are concerned (and the Trustee, at the expense of the CompanyIssuer, shall execute proper instruments acknowledging the same), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (aA) the rights of Holders of Defeased Notes to receive, solely from the trust fund described in Section 1204 and as more fully set forth in such Section, payments in respect of the principal of and premium, if any, and interest on such Notes when such payments are due, (b) the CompanyIssuer’s obligations with respect to such Defeased Notes under Section 2.3 of Appendix A and Sections 3043.03, 3053.06, 3063.07, 402 9.02 and 4039.03 and the Issuer’s rights under Section 10.01, (cB) rights of Holders to receive payment of principal of (and premium, if any) and interest on such Notes (but not the Purchase Price referred to under Section 9.07) and any rights of the Holders with respect to such amounts, (C) the rights, powers, trusts, duties obligations and immunities of the Trustee hereunder, including the Trustee’s rights under Section 707, this Indenture and (dD) this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect theretoEleven. Subject to compliance with this Article XIIEleven, the Company may, at its option and at any time, Issuer may exercise its option under this Section 1202 11.02 notwithstanding the prior exercise of its option under Section 1203 11.03 with respect to the Notes.

Defeasance and Discharge. Upon the Company’s exercise under Section 1201 of the its option applicable to have this Section 1202applied to the Notes, the Company shall be deemed to have been released and discharged from its obligations with respect to the Defeased Notes as provided in this Section on and after the date the relevant conditions set forth in Section 1204 below 5.4 are satisfied (hereinafter, hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Defeased Notes, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1205 Notes and the other Sections of this Indenture referred to in clauses (a) and (b) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all its other obligations under such the Notes and this Indenture insofar as such the Notes are concerned (and the Trustee, upon the request and at the expense of the Company, shall execute proper instruments acknowledging the same), except for subject to the following, following which shall survive until otherwise terminated or discharged hereunder: (a1) the rights of Holders of Defeased the Notes to receive, solely from the trust fund described in Section 1204 5.4 and as more fully set forth in such Section, payments in respect of the principal of and premium, if any, any premium and interest on such the Notes when such payments are due, (b2) the Company’s obligations with respect to such Defeased the Notes under Sections 304, 305, 306, 402 1002 and 4031003, (c3) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including the Trustee’s rights under Section 707, hereunder and (d4) this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect theretoArticle. Subject to compliance with this Article XIIArticle, the Company may, at its option and at any time, may exercise its option under (if any) to have this Section 1202 applied to the Notes notwithstanding the prior exercise of its option under to have Section 1203 with respect 5.3 applied to the Notes.

Defeasance and Discharge. Upon the Company’s exercise under Section 1201 of the option applicable to this Section 1202, the Company shall be deemed to have been released and discharged from its obligations with respect to the Defeased Notes on the date the relevant conditions set forth in Section 1204 below are satisfied (hereinafter, “Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the Defeased Notes, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1205 and the other Sections of this Indenture referred to in clauses (a) and (b) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all other obligations under such Notes and this Indenture insofar as such Notes are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following, which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of Defeased Notes to receive, solely from the trust fund described in Section 1204 and as more fully set forth in such Section, payments in respect of the principal of and premium, if any, and interest on such Notes when such payments are due, (b) the Company’s obligations with respect to such Defeased Notes under Sections 304, 305, 306, 402 402, and 403, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including the Trustee’s rights under Section 707, and (d) this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. Subject to compliance with this Article XII, the Company may, at its option and at any time, exercise its option under this Section 1202 notwithstanding the prior exercise of its option under Section 1203 with respect to the Notes.

Defeasance and Discharge. Upon the Company’s exercise under Section 1201 of the its option applicable to have this Section 1202applied to the Notes, the Company shall be deemed to have been released and discharged from its obligations with respect to the Defeased such Notes as provided in this Section on and after the date the relevant conditions set forth in Section 1204 below 1304 are satisfied (hereinafter, hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Defeased Notes, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1205 such Notes and the other Sections of this Indenture referred to in clauses (a) and (b) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all its other obligations under such Notes and this Indenture insofar as such the Notes are concerned (and the Trustee, at the expense of the Company, shall execute proper such instruments reasonably requested by the Company acknowledging the same), except for subject to the following, which shall survive until otherwise terminated or discharged hereunder: (a1) the rights of Holders of Defeased such Notes to receive, solely from the trust fund described in Section 1204 1304 and as more fully set forth in such Section, payments in respect of the principal of and premium, if any, any premium and interest on such Notes when such payments are due, ; (b2) the Company’s obligations with respect to such Defeased Notes under Sections 304, 305, 306, 402 307, 1002 and 403, 1003 and its obligations under Section 314(a) of the Trust Indenture Act; (c3) the rights, powers, trusts, duties duties, indemnities and immunities of the Trustee hereunder, including as Collateral Agent hereunder and the TrusteeCompany’s rights under Section 707, and the Guarantors’ obligations in connection therewith; and (d4) this Article XIIArticle. If the Company exercises its defeasance option under pursuant to this Section 12021302, the Guarantees will terminate with respect to the Notes and the Collateral will be released, and payment of the Notes may not be accelerated pursuant to Section 502 because of an Event of Default with respect theretoDefault. Subject to compliance with this Article XIIArticle, the Company may, at its option and at any time, may exercise its option under to have this Section 1202 applied to any Notes notwithstanding the prior exercise of its option under to have Section 1203 with respect 1303 applied to the such Notes.

Defeasance and Discharge. Upon the Company’s exercise under Section 1201 of the option applicable to this Section 1202, the Company each Issuer shall be deemed to have been released and discharged from its obligations with respect to the Defeased Notes on the date the relevant conditions set forth in Section 1204 below are satisfied (hereinafter, “Defeasance”). For this purpose, such Defeasance means that the Company Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the Defeased Notes, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1205 and the other Sections of this Indenture referred to in clauses (a) and (b) below, and the Company Issuers and each of the Parent Guarantors and the Subsidiary Guarantors shall be deemed to have satisfied all other obligations under such Notes and this Indenture insofar as such Notes are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following, which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of Defeased Notes to receive, solely from the trust fund described in Section 1204 and as more fully set forth in such Section, payments in respect of the principal of and premium, if any, and interest on such Notes when such payments are due, (b) the Company’s obligations with respect to such Defeased Notes under Sections 304, 305, 306, 402 402, and 403, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including the Trustee’s rights under Section 707, and (d) this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. Subject to compliance with this Article XII, the Company may, at its option and at any time, exercise its option under this Section 1202 notwithstanding the prior exercise of its option under Section 1203 with respect to the Notes.

Defeasance and Discharge. Upon the CompanyIssuer’s exercise under Section 1201 7.01 of the option applicable to this Section 12027.02, the Company Issuer shall be deemed to have been released and discharged from its their obligations with respect to the Defeased Notes on the date the relevant conditions set forth in Section 1204 below 7.04 are satisfied (hereinafter, “Defeasancelegal defeasance”). For this purpose, such Defeasance legal defeasance means that the Company Issuer shall be deemed to have paid and discharged the entire Indebtedness debt represented by the Defeased Notes, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1205 outstanding Notes and the other Sections of this Indenture referred to in clauses (a) and (b) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all its other obligations under such the Notes and this Indenture insofar as such Notes are concerned (and the Trustee, at the expense of the CompanyIssuer, shall execute proper instruments acknowledging the same), except for the followingfollowing provisions, which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of Defeased outstanding Notes to receive, solely from the trust fund described in Section 1204 7.08 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, on) and interest on such Notes when such payments are due, (b) the Company’s obligations with respect to such Defeased Notes under Sections 304, 305, 306, 402 and 403provisions set forth at Section 7.06 below, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunderhereunder and the Issuer’s obligations in connection therewith, including the Trustee’s rights under Section 707, and (d) this Section 7.02 and (e) any other provision of this Indenture which expressly survives satisfaction and discharge. Subject to compliance with this Article XII. If Eight, the Company exercises Issuer may exercise its option under this Section 12027.02 notwithstanding the prior exercise of its option under Section 7.03 below with respect to the Notes. If the Issuer exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. Subject to compliance with this Article XII, the Company may, at its option and at any time, exercise its option under this Section 1202 notwithstanding the prior exercise of its option under Section 1203 with respect to the NotesDefault.

Defeasance and Discharge. Upon the Company’s 's exercise under Section 1201 8.01 hereof of the option applicable to this Section 12028.02, the Company shall and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been released and discharged from its obligations with respect to the Defeased all Outstanding Notes on the date the relevant conditions set forth in Section 1204 below are satisfied (hereinafter, “"Defeasance”"). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Defeased Outstanding Notes, which shall thereafter be deemed to be “Outstanding” Outstanding only for the purposes of Section 1205 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all its other obligations under such Notes Notes, the Note Guarantees and this Indenture insofar as such Notes are concerned (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following, following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of Defeased such Outstanding Notes to receive, solely from the trust fund described in Section 1204 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, on) and interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Company’s 's obligations with respect to such Defeased Notes under Sections 304, 305, 306, 402 Article 2 and 403Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including hereunder and the Trustee’s rights under Section 707, Company's obligations in connection therewith and (d) this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. Subject to compliance with this Article XII, the Company may, at its option and at any time, exercise its option under this Section 1202 notwithstanding the prior exercise of its option under Section 1203 with respect to the Notes8.

Defeasance and Discharge. Upon the Company’s 's exercise under Section 1201 8.1 of the option applicable to this Section 12028.2, the Company and the Subsidiary Guarantors, if any, shall be deemed to have been released and discharged from its their respective obligations with respect to the Defeased all Notes and Subsidiary Guarantees then outstanding on the date the relevant conditions set forth in Section 1204 below are satisfied (hereinafter, “Defeasance”"DEFEASANCE"). For this purpose, such Defeasance defeasance means that the Company and any Subsidiary Guarantor shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Defeased NotesNotes and any Subsidiary Guarantees outstanding, which shall thereafter be deemed to be “Outstanding” "outstanding" only for the purposes of Section 1205 8.5 and the other Sections of this Indenture referred to in clauses (aA) and (bB) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all its other obligations under such Notes Notes, Subsidiary Guarantees and this Indenture insofar as such Notes are concerned (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (aA) the rights of Holders of Defeased Notes then outstanding to receive, receive solely from the trust fund described in Section 1204 8.4 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, ) and interest and Liquidated Damages, if any, on such Notes when such payments are duedue from the trust fund described in Section 8.4, (bB) the Company’s 's obligations with respect to such Defeased Notes under Sections 3042.3, 3052.4, 3062.5, 402 2.6, 2.7, 2.10, 4.2 and 4034.3, (cC) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including hereunder and the Trustee’s rights under Section 707, Company's obligations in connection therewith and (dD) this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect theretoEight. Subject to compliance with this Article XIIEight, the Company may, at its option and at any time, may exercise its option under this Section 1202 8.2 notwithstanding the prior exercise of its option under Section 1203 8.3 with respect to the Notes.

Defeasance and Discharge. Upon the Company’s 's exercise under Section 1201 4.01 of the option applicable to this Section 12024.02, the Company and each Guarantor shall be deemed to have been released and discharged from its their obligations with respect to the Defeased Notes and the related Note Guarantees on the date the relevant conditions set forth in Section 1204 below are satisfied (hereinafter, “Defeasance”"defeasance"). For this purpose, such Defeasance defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the Defeased Notes, which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 1205 4.05 and the other Sections of this Indenture referred to in clauses subsections (a) and (b) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all its other obligations under such Notes and this Indenture insofar as such Notes are concerned (and the Trustee, at the expense of the CompanyCompany and upon Company Request, shall execute proper instruments acknowledging the same), except for the following, which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of Defeased Notes to receive, solely from the trust fund described in Section 1204 4.04 and as more fully set forth in such Section, payments in respect of the principal of and of, premium, if any, and interest on such Defeased Notes when such payments are due, ; (b) the Company’s 's obligations with respect to such Defeased Notes under Sections 304Section 3.04, 305Section 3.05, 306Section 3.06, 402 Section 10.02 and 403, Section 10.03; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including including, without limitation, the Trustee’s 's rights under Section 707, 6.07 and (d) this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect theretoFour. Subject to compliance with this Article XIIFour, the Company may, at its option and at any time, may exercise its option under this Section 1202 4.02 notwithstanding the prior exercise of its option under Section 1203 4.03 with respect to the Notes.

Defeasance and Discharge. Upon the Company’s 's exercise under Section 1201 4.01 of the option applicable to this Section 12024.02, the Company shall be deemed to have been released and discharged from its obligations with respect to the Defeased Notes and each of the Guarantors shall be deemed to have been released from its obligations with respect to the Defeased Guarantees on the date the relevant conditions set forth in Section 1204 below are satisfied (hereinafter, “Defeasance”"defeasance"). For this purpose, such Defeasance defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Defeased Notes, which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 1205 4.05 and the other Sections of this Indenture referred to in clauses (a) and (b) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all other obligations under such Notes and this Indenture insofar as such Notes are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following, which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of Defeased Notes to receive, solely from the trust fund described in Section 1204 4.04 and as more fully set forth in such Section, payments in respect of the principal of and of, premium, if any, and interest on such Notes when such payments are due, (b) the Company’s 's obligations with respect to such Defeased Notes under Sections 3043.03, 3053.04, 306, 402 3.05 and 40310.02, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including including, without limitation, the Trustee’s 's rights under Section 7076.07, and (d) this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect theretoFour. Subject to compliance with this Article XIIFour, the Company may, at its option and at any time, exercise its option under this Section 1202 4.02 notwithstanding the prior exercise of its option under Section 1203 4.03 with respect to the Notes.

Defeasance and Discharge. Upon the Company’s 's exercise under Section 1201 of the option applicable to this Section 1202, the Company shall be deemed to have been released and discharged from its obligations with respect to the Defeased Notes on the date the relevant conditions set forth in Section 1204 below are satisfied (hereinafter, “"Defeasance”"). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the 116 Defeased Notes, which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 1205 and the other Sections of this Indenture referred to in clauses (a) and (b) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all other obligations under such Notes and this Indenture insofar as such Notes are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following, which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of Defeased Notes to receive, solely from the trust fund described in Section 1204 and as more fully set forth in such Section, payments in respect of the principal of and premium, if any, and interest on such Notes when such payments are due, (b) the Company’s 's obligations with respect to such Defeased Notes under Sections 304, 305, 306, 402 and 403, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including the Trustee’s 's rights under Section 707, and (d) this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect thereto12. Subject to compliance with this Article XII12, the Company may, at its option and at any time, exercise its option under this Section 1202 notwithstanding the prior exercise of its option under Section 1203 with respect to the Notes.

Defeasance and Discharge. Upon the Company’s exercise under Section 1201 of the its option applicable to have this Section 1202applied to the 71/8% Notes, (i) the Company shall be deemed to have been released and discharged from its obligations hereunder as provided in this Section, (ii) payment of the 71/8% Notes may not be accelerated because of an Event of Default with respect thereto and (iii) the provisions of Articles Fourteen through Sixteen shall cease to be effective with respect to the Defeased 71/8% Notes as provided in this Section on and after the date the relevant conditions set forth in Section 1204 below 1304 are satisfied (hereinafter, hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Defeased Notes, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1205 71/8% Notes and the other Sections of this Indenture referred to in clauses (a) and (b) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all its other obligations under such the 71/8% Notes and this Indenture insofar as such the 71/8% Notes are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for subject to the following, which shall survive until otherwise terminated or discharged hereunder: (a1) the rights of Holders of Defeased the 71/8% Notes to receive, solely from the trust fund described in Section 1204 1304 and as more fully set forth in such Section, payments in respect of the principal of and premium, if any, any premium and interest on such the 71/8% Notes when such payments are due, (b2) the Company’s obligations with respect to such Defeased the 71/8% Notes under Sections 304, 305, 306, 402 1002 and 4031003, (c3) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including the Trustee’s rights under Section 707, hereunder and (d4) this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect theretoArticle. Subject to compliance with this Article XIIArticle, the Company may, at its option and at any time, may exercise its option under (if any) to have this Section 1202 applied to the 71/8% Notes notwithstanding the prior exercise of its option under (if any) to have Section 1203 1303 applied to the 71/8% Notes. (b) Section 1303 of the Original Indenture is amended in its entirety with respect to the Notes.71/8% Notes to read as follows:

Defeasance and Discharge. Upon the Company’s 's exercise under Section 1201 of the above option applicable to this Section 120214.02 with respect to any Securities of or within a series, the Company shall be deemed to have been released and discharged from its obligations with respect to the Defeased Notes such Securities on the date the relevant conditions set forth in Section 1204 below 14.04 are satisfied (hereinafter, “"Defeasance”"). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Defeased Notessuch Securities, which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 1205 14.05 and the other Sections of this Indenture referred to in clauses (aA) and (bB) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all of its other obligations under such Notes Securities and this Indenture insofar as such Notes Securities are concerned (and the TrusteeTrustees, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (aA) the rights of Holders of Defeased Notes such Securities to receive, solely from the trust fund described in Section 1204 14.04 and as more fully set forth in such Section, payments in respect of the principal of and premiumof, premium (if any, ) and interest (if any) on such Notes Securities when such payments are due, (bB) the Company’s 's obligations with respect to such Defeased Notes Securities under Sections 3043.05, 3053.06, 306, 402 10.02 and 40310.03, (cC) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including the Trustee’s rights under Section 707, Trustees hereunder and (dD) this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect theretoFourteen. Subject to compliance with this Article XIIFourteen, the Company may, at its option and at any time, may exercise its option under this Section 1202 14.02 notwithstanding the prior exercise of its option under Section 1203 14.03 with respect to the Notessuch Securities.

Defeasance and Discharge. Upon the Company’s 's exercise under Section 1201 of the option applicable to this Section 1202, the Company and each other Loan Party shall be deemed to have been released and discharged from its obligations with respect to the Defeased Notes all Outstanding Securities on the date the relevant conditions set forth in Section 1204 below are satisfied (hereinafter, “Defeasance”"defeasance"). For this purpose, such Defeasance defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Defeased NotesOutstanding Securities, which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 1205 and the other Sections of this Indenture referred to in clauses (aA) and (bB) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all its other obligations under such Notes Securities and this Indenture insofar as such Notes Securities are concerned (and the Indenture Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (aA) the rights of Holders of Defeased Notes Outstanding Securities to receive, solely from the trust fund described in Section 1204 and as more fully set forth in such Section, payments in respect of the principal of and premium, if any, and interest on such Notes Securities when such payments are due, (bB) the Company’s obligations of the Company and, to the extent applicable, the other Loan Parties, with respect to such Defeased Notes Securities under Sections 304, 305, 306, 402 307, 308, 1001 and 4031002, (cC) the rights, powers, trusts, duties and immunities of the Indenture Trustee hereunder, including the Trustee’s rights under Section 707, hereunder and (dD) this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect theretoTwelve. Subject to compliance with this Article XIITwelve, the Company may, at its option and at any time, may exercise its option under this Section 1202 notwithstanding the prior exercise of its option under Section 1203 with respect to the NotesSecurities.

Defeasance and Discharge. Upon the Company’s Issuers' exercise under Section 1201 of the option applicable to this Section 1202, the Company Issuers shall be deemed to have been released and discharged from its any and all obligations with respect to the Defeased all outstanding Notes on the date the relevant conditions set forth in Section 1204 below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the Defeased outstanding Notes, which shall thereafter be deemed to be “Outstanding” "outstanding" only for the purposes of Section 1205 and the other Sections of this Indenture referred to in clauses (ai) and (bii) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all its other obligations under such Notes and this Indenture insofar as such Notes are concerned (and the Trustee, at the expense of the CompanyIssuers, shall execute proper instruments acknowledging the same), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (ai) the rights of Holders of Defeased outstanding Notes to receive, solely from the trust fund described in Section 1204 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, on) and interest on such Notes when such payments are due, (bii) the Company’s Issuers' obligations with respect to such Defeased Notes under Sections 304, 305, 306310, 402 1002 and 4031003, (ciii) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including and the Trustee’s rights under Section 707, Issuers' obligations in connection therewith and (div) this Article XIITwelve. If the Company exercises its option under this Section 1202Issuers exercise their Legal Defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect theretoDefault. Subject to compliance with this Article XIITwelve, the Company may, at its option and at any time, Issuers may exercise its their option under this Section 1202 notwithstanding the prior exercise of its their option under Section 1203 with respect to the Notes.

Defeasance and Discharge. Upon the Company’s 's exercise under Section 1201 1301 of the option applicable to this Section 12021302, each of the Company and the Parent shall be deemed to have been released and discharged from its obligations with respect to the Defeased all Outstanding Notes on the date the relevant conditions set forth in Section 1204 below 1304 are satisfied (hereinafter, “Defeasance”"defeasance"). For this purpose, such Defeasance defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Defeased Outstanding Notes, which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 1205 1305 and the other Sections of this Indenture referred to in clauses (aA) and (bB) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all its other obligations under such Notes and this Indenture insofar as such Notes are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (aA) the rights of Holders of Defeased Outstanding Notes to receive, solely from the trust fund described in Section 1204 1304 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, on) and interest and Liquidated Damages, if any, on such Notes when such payments are due, (bB) the Company’s 's and the Parent's obligations with respect to such Defeased Notes under Sections 304, 305, 306, 402 1002 and 4031003, (cC) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including the Trustee’s rights under Section 707, hereunder and (dD) this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect theretoThirteen. Subject to compliance with this Article XIIThirteen, the Company may, at its option and at any time, may exercise its option under this Section 1202 1302 notwithstanding the prior exercise of its option under Section 1203 1303 with respect to the Notes. Forthwith upon exercise by the Company of its option under this Section 1302 the Guarantees shall cease to be of further force and effect.

Defeasance and Discharge. Upon the Company’s 's exercise under Section 1201 of the its option applicable (if any) to have this Section 1202applied to the 8 3/8% Notes, (i) the Company shall be deemed to have been released and discharged from its obligations hereunder as provided in this Section, (ii) payment of the 8 3/8% Notes may not be accelerated because of an Event of Default with respect thereto and (iii) the provisions of Articles Fourteen through Sixteen shall cease to be effective with respect to the Defeased 8 3/8% Notes as provided in this Section on and after the date the relevant conditions set forth in Section 1204 below 1304 are satisfied (hereinafter, “hereinafter called "Defeasance”"). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Defeased Notes, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1205 8 3/8% Notes and the other Sections of this Indenture referred to in clauses (a) and (b) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all its other obligations under such the 8 3/8% Notes and this Indenture insofar as such the 8 3/8% Notes are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for subject to the following, which shall survive until otherwise terminated or discharged hereunder: (a1) the rights of Holders of Defeased the 8 3/8% Notes to receive, solely from the trust fund described in Section 1204 1304 and as more fully set forth in such Section, payments in respect of the principal of and premium, if any, any premium and interest on such the 8 3/8% Notes when such payments are due, (b2) the Company’s 's obligations with respect to such Defeased the 8 3/8% Notes under Sections 304, 305, 306, 402 1002 and 4031003, (c3) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including the Trustee’s rights under Section 707, hereunder and (d4) this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect theretoArticle. Subject to compliance with this Article XIIArticle, the Company may, at its option and at any time, may exercise its option under (if any) to have this Section 1202 applied to the 8 3/8% Notes notwithstanding the prior exercise of its option under (if any) to have Section 1203 1303 applied to the 8 3/8% Notes. (b) Section 1303 of the Original Indenture is amended in its entirety with respect to the Notes.8 3/8% Notes to read as follows:

Defeasance and Discharge. Upon the CompanyIssuer’s exercise under Section 1201 8.01 of the option applicable to this Section 12028.02, the Company Issuer shall be deemed to have been released and discharged from its obligations with respect to the Defeased Notes on the date the relevant conditions set forth in Section 1204 below 8.04 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Defeasance Legal defeasance means that the Company Issuer shall be deemed to have paid and discharged the entire Indebtedness Debt represented by the Defeased Notes, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1205 and the other Sections of this Indenture referred to in clauses (a) and (b) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all other obligations under such outstanding Notes and this Indenture insofar except as such Notes are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following, which shall survive until otherwise terminated or discharged hereunderto: (a) the rights of Holders of Defeased outstanding Notes to receive, solely from the trust fund described in Section 1204 and as more fully set forth in such Section, receive payments in respect of the principal of and of, premium, if any, and interest on such Notes when such payments are due, (b) the CompanyIssuer’s obligations with to issue temporary Notes, register the transfer or exchange of any Notes, replace mutilated, destroyed, lost or stolen Notes, maintain an office or agency for payments in respect to of the Notes and segregate and hold such Defeased Notes under Sections 304, 305, 306, 402 and 403payments in trust, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including and the Trustee’s rights under Section 707obligations of the Issuer in connection therewith, and (d) the legal defeasance provisions of this Indenture. Subject to compliance with this Article XII. If Eight, the Company exercises Issuer may exercise its option under this Section 12028.02 notwithstanding the prior exercise of its option under Section 8.03 below with respect to the Notes. If the Issuer exercises its Legal Defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. Subject to compliance with this Article XII, the Company may, at its option and at any time, exercise its option under this Section 1202 notwithstanding the prior exercise of its option under Section 1203 with respect to the NotesDefault.

Defeasance and Discharge. Upon the Company’s Issuer's exercise under Section 1201 8.01 of the option applicable to this Section 12028.02, the Company Issuer shall be deemed to have been released and discharged from its obligations with respect to the Defeased Notes all Securities on the date the relevant conditions set forth in Section 1204 below are satisfied (hereinafter, “Defeasance”"defeasance"). For this purpose, such Defeasance defeasance means that the Company Issuer shall be deemed to have paid and discharged the entire Indebtedness amount of Debt represented by the Defeased NotesSecurities, which shall thereafter be deemed to be “Outstanding” "outstanding" until paid in full in cash only for the purposes of Section 1205 8.05 and the other Sections of this Indenture referred to in clauses (aA) and (bB) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all its other obligations under such Notes Securities and this Indenture insofar as such Notes are concerned (and the Trustee, on demand of and at the expense of the CompanyIssuer, shall execute proper instruments acknowledging the same), except for the following, following which shall survive until the Securities are paid in full in cash or otherwise terminated or discharged hereunder: (aA) the rights of Holders of Defeased Notes Securities to receive, receive solely from the trust fund described in Section 1204 8.04 and as more fully set forth in such Section, payments in respect of the principal of of, and premiumpremium and Liquidated Damages, if any, and interest on such Notes Securities when such payments are due, (bB) the Company’s Issuer's obligations with respect to such Defeased Notes Securities under Sections 304, 305, 306, 402 2.03 through and 403including 2.11 and 2.14, (cC) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including hereunder and the Trustee’s rights under Section 707, Issuer's obligations in connection therewith and (dD) this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect theretoEight. Subject to compliance with this Article XIIEight, the Company may, at its option and at any time, Issuer may exercise its option under this Section 1202 8.02 notwithstanding the prior exercise of its option under Section 1203 8.03 with respect to the NotesSecurities.

Defeasance and Discharge. Upon the Company’s exercise under Section 1201 of the option applicable to this Section 1202, the Company shall be deemed to have been released and discharged from its obligations with respect to the Defeased Notes and the Subsidiary Guarantors shall be deemed to have been released and discharged from their obligations with respect to the Subsidiary Guarantees, to have released any and all Liens on the Collateral securing the Indebtedness evidenced by the Notes and to have terminated the Note Security Documents on the date the relevant conditions set forth in Section 1204 below are satisfied (hereinafter, “Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the Defeased Notes, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1205 and the other Sections of this Indenture referred to in clauses (a) and (b) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all other obligations under such Notes and this Indenture insofar as such Notes are concerned (and the Trustee, at the expense of the Company, shall execute proper such instruments reasonably requested by the Company acknowledging the same), except for the following, which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of Defeased Notes to receive, solely from the trust fund described in Section 1204 and as more fully set forth in such Section, payments in respect of the principal of and premium, if any, and interest on such Notes when such payments are due, (b) the Company’s obligations with respect to such Defeased Notes under Sections 304, 305, 306, 402 and 403, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including the Trustee’s rights under Section 707, and (d) this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. Subject to compliance with this Article XII, the Company may, at its option and at any time, exercise its option under this Section 1202 notwithstanding the prior exercise of its option under Section 1203 with respect to the Notes.

Defeasance and Discharge. Upon the Company’s 's exercise under Section 1201 4.01 hereof of the option applicable to the Defeased Notes pursuant to this Section 12024.02, the Company shall be deemed to have been released and discharged from its obligations with respect to the Defeased Notes on the date the relevant conditions set forth in Section 1204 below are satisfied (hereinafter, “Defeasance”"defeasance"). For this purpose, such Defeasance defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Defeased Notes, which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 1205 4.05 and the other Sections of this Indenture referred to in clauses (a) and (b) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all its other obligations under such Notes and this Indenture insofar as such Notes are concerned (and the Trustee, at the expense of the CompanyCompany and upon Company Request, shall execute proper instruments acknowledging the same), except for the following, which shall survive until otherwise terminated or discharged hereunder: or (a) the rights of Holders of Defeased Notes to receive, solely from the trust fund described in Section 1204 4.04 hereof and as more fully set forth in such Section, payments in respect of the principal of and of, premium, if any, and interest on such Notes when such payments are due, (b) the Company’s 's obligations with respect to such Defeased Notes under Sections 3043.04, 3053.05, 3063.06, 402 10.02 and 40310.03 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including including, without limitation, the Trustee’s 's rights under Section 7076.07 hereof, and (d) this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect theretoFour. Subject to compliance with this Article XIIFour, the Company may, at its option and at any time, may exercise its option under applicable to this Section 1202 4.02 notwithstanding the prior exercise of its option under applicable to Section 1203 4.03 hereof with respect to the Notes.

Defeasance and Discharge. Upon the Company’s 's exercise under Section 1201 4.01 of the option applicable to this Section 12024.02, the Company and each Guarantor shall be deemed to have been released and discharged from its obligations with respect to the Defeased Notes Securities on the date the relevant conditions set forth in Section 1204 below are satisfied (hereinafter, “Defeasance”"defeasance"). For this purpose, such Defeasance defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Defeased NotesSecurities, which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 1205 4.05 and the other Sections of this Indenture referred to in clauses (a) and (b) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all its other obligations under such Notes Securities and this Indenture insofar as such Notes Securities are concerned (and the Trustee, at the expense of the Company, and, upon Company Request, shall execute proper instruments acknowledging the same), except for the following, which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of Defeased Notes Securities to receive, solely from the trust fund described in Section 1204 4.04 and as more fully set forth in such Section, payments in respect of the principal of and premium, if any, and interest on such Notes Securities when such payments are due, (b) the Company’s 's obligations with respect to such Defeased Notes Securities under Sections 3041.18, 3051.19, 3063.04, 402 3.05, 3.06, 7.01, 10.01, 10.03, 10.10, 10.11 (but only to the extent such section is applicable to Default of an Indenture Obligation not defeased), and 40310.12 (for the purposes of applying Section 10.12, if the Trustee (or any qualifying trustee pursuant to Section 4.04) is required by law or by the administration or interpretation thereof to withhold or deduct any amount for or on account of Taxes from any payment made from the trust fund described in Section 4.04 under or with respect to the Securities, such payment shall be deemed to have been made by the Company and the Company shall be deemed to have been so required to deduct or withhold) and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including including, without limitation, the Trustee’s 's rights under Section 7076.07, and (d) this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect theretoFour. Subject to compliance with this Article XIIFour, the Company may, at its option and at any time, may exercise its option under this Section 1202 4.02 notwithstanding the prior exercise of its option under Section 1203 4.03 with respect to the NotesSecurities.

Defeasance and Discharge. Upon the CompanyIssuer’s exercise under Section 1201 of the option applicable provided in Section 11.01 to have this Section 120211.02 applied to all the Notes, the Company Issuer shall be deemed to have been released and discharged from its obligations with respect to the Defeased Notes Outstanding on the date the relevant conditions set forth in Section 1204 below 11.04 are satisfied (hereinafter, a “Defeasance”). For this purpose, such Defeasance defeasance means that the Company Issuer shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Defeased Notes, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1205 Notes and the other Sections of this Indenture referred to in clauses (a) and (b) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all its other obligations under such the Notes and this Indenture insofar as such Notes are concerned Indenture, including the provisions of Article 10 (and the Trustee, at the written direction and expense of the CompanyIssuer, shall execute proper instruments delivered to it by the Issuer acknowledging the same), except for the following, which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of Defeased Notes such Noteholders to receive, solely from the trust fund described in Section 1204 11.04 and as more fully set forth in such Section, payments in respect of the principal of and premium, if any, and interest (including any Additional Amounts) on such the Notes when such payments are due, (b) the CompanyIssuer’s obligations with respect to such Defeased Notes under Sections 3042.03, 3052.12, 3062.13, 402 2.14, 2.15, 2.16, 2.17, 2.18, 2.20, 2.21, 4.11, 6.09 and 4036.12 and such obligations as shall be ancillary thereto, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including the Trustee’s rights under Section 707, hereunder and (d) this Article XII. If 11 and the Company exercises its option Issuer’s obligations to the Trustee under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect thereto6.05. Subject to compliance with this Article XII11, the Company may, at its option and at any time, Issuer may exercise its option under this Section 1202 11.02 notwithstanding the prior exercise of its option under Section 1203 with respect to the Notes11.03.

Defeasance and Discharge. Upon the Company’s 's exercise under Section 1201 12.01 of the option applicable to this Section 120212.02, the Company shall be deemed to have been released and discharged from its obligations with respect to the Defeased Notes on the date the relevant conditions set forth in Section 1204 12.04 below are satisfied (hereinafter, “"Defeasance”"). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Defeased Notes, which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 1205 12.05 and the other Sections of this Indenture referred to in clauses (a) and (b) below, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all other obligations under such Notes and this Indenture insofar as such Notes are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following, which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of Defeased Notes to receive, solely from the trust fund described in Section 1204 12.04 and as more fully set forth in such Section, payments in respect of the principal of and premium, if any, and interest on such Notes when such payments are due, (b) the Company’s 's obligations with respect to such Defeased Notes under Sections 3043.04, 3053.05, 3063.06, 402 4.02 and 4034.03, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including the Trustee’s 's rights under Section 7077.07, and (d) this Article XII. If the Company exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect thereto12. Subject to compliance with this Article XII12, the Company may, at its option and at any time, exercise its option under this Section 1202 12.02 notwithstanding the prior exercise of its option under Section 1203 12.03 with respect to the Notes.

Defeasance and Discharge. Upon the Company’s exercise under Section 1201 of the option applicable to this Section 1202, the The Company shall be deemed to have been released and discharged from its obligations with respect to the Defeased Notes on and after the date the relevant conditions set forth in Section 1204 below 9.05 are satisfied (hereinafter, hereinafter “Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the Defeased Notes, such Notes which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1205 9.06 and the other Sections of this Indenture referred to in clauses (a) and clause (b) belowof this Section 9.03, and the Company and each of the Subsidiary Guarantors shall be deemed to have satisfied all its other obligations under such the Notes and this Indenture insofar as such the Notes are concerned (and the Trustee, at the expense of the Company, shall on a Company Order execute proper instruments acknowledging the same), except for the following, following which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of Defeased the Notes to receive, solely from the trust fund funds described in Section 1204 9.05(a) and as more fully set forth in such Section, payments in respect of the principal of and of, premium, if any, and interest and Additional Amounts, if any, on such the Notes when such payments are due, ; (b) the Company’s obligations with respect to such Defeased the Notes under Sections 304Section 2.07, 305Section 2.08, 306Section 5.02 and Section 5.03 and with respect to the payment of Additional Amounts, 402 and 403if any, payable with respect to the Notes; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including the Trustee’s rights under Section 707, hereunder and (d) this Article XII9. If Subject to compliance with this Article 9, the Company exercises may exercise its option under this Section 12029.03 notwithstanding the prior exercise of its option under Section 9.04 with respect to the Notes. Following a Defeasance, payment of the Notes may not be accelerated because of an Event of Default with respect theretoDefault. Subject Notwithstanding anything to compliance with this Article XIIthe contrary set forth herein, no exercise by the Company may, at its option and at any time, exercise of its option under this Section 1202 notwithstanding may contravene the prior exercise provisions of its option under Section 1203 with respect to the Notes2.18, Section 3.04 or Article 4.