Common use of Defeasance and Discharge Clause in Contracts

Defeasance and Discharge. Upon the Issuer’s exercise under Section 1201 of the option applicable to this Section 1202, the Issuer and the Guarantors shall be deemed to have been discharged from their obligations with respect to all Outstanding Securities on the date the conditions set forth in Section 1204 are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Issuer shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding 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 (A) and (B) below, and to have satisfied all their other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the Issuer’s obligations with respect to such Securities under Section 2.3 of Appendix A and Sections 303, 306, 307, 1002 and 1003 and the Issuer’s rights under Section 1101, (B) rights of Holders to receive payment of principal of, premium, if any, and interest on such Securities (but not the Purchase Price referred to under Section 1009 or 1016) and any rights of the Holders with respect to such amounts, (C) the rights, obligations and immunities of the Trustee under the Indenture and (D) this Article Twelve. Subject to compliance with this Article Twelve, the Issuer may exercise its option under this Section 1202 notwithstanding the prior exercise of its option under Section 1203 with respect to the Securities. If the Issuer exercises its option under this Section 1202, (u) each Guarantor, if any, shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained in the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Parent or any Restricted Subsidiary.

Defeasance and Discharge. Upon the Issuer’s Company's exercise under Section 1201 of the above option applicable to this Section 1202with respect to any Securities of or within a series, the Issuer and the Guarantors Company shall be deemed to have been discharged from their its obligations with respect to all such Outstanding Securities and any coupons appertaining thereto on the date the conditions set forth in Section 1204 1404 are satisfied (hereinafter, “"defeasance”"). For this purpose, such defeasance means that the Issuer Company shall be deemed to have paid and discharged the entire indebtedness represented by the such Outstanding SecuritiesSecurities and any coupons appertaining thereto, 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 to have satisfied all their of its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the Issuer’s rights of Holders of such Outstanding Securities and any coupons appertaining thereto to receive, solely from the trust fund described in Section 1404 and as more fully set forth in such Section, payments in respect of the principal of (and premium or Make-Whole Amount, if any) and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due, (B) the Company's obligations with respect to such Securities under Section 2.3 of Appendix A and Sections 303305, 306, 307, 1002 and 1003 and the Issuer’s rights under Section 1101, (B) rights of Holders to receive payment of principal of, premium, if any, and interest on such Securities (but not the Purchase Price referred to under Section 1009 or 1016) and any rights of the Holders with respect to such amounts1003, (C) the rights, obligations powers, trusts, duties and immunities of the Trustee under the Indenture hereunder and (D) this Article TwelveArticle. Subject to compliance with this Article TwelveFourteen, the Issuer Company may exercise its option under this Section 1202 notwithstanding the prior exercise of its option under Section 1203 1403 with respect to the Securities. If the Issuer exercises its option under this Section 1202, (u) each Guarantor, if any, shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained in the Parent Intercompany Note such Securities and the Parent Intercompany Note Subordination Agreement shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Parent or any Restricted Subsidiarycoupons appertaining thereto.

Defeasance and Discharge. Upon the IssuerCompany’s exercise under Section 1201 of the option applicable to this Section 1202, the Issuer 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 all Outstanding Securities the Subsidiary Guarantees on the date the relevant conditions set forth in Section 1204 are satisfied (hereinafter, “defeasanceDefeasance”). For this purpose, such defeasance Defeasance means that the Issuer Company shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the Outstanding SecuritiesDefeased 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 (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 Securities Notes, Subsidiary Guarantees and this Indenture insofar as such Securities Notes are concerned (and the Trustee, at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), except for the following following, which shall survive until otherwise terminated or discharged hereunder: (Aa) the Issuer’s obligations with respect to such Securities under Section 2.3 of Appendix A and Sections 303, 306, 307, 1002 and 1003 and the Issuer’s rights under Section 1101, (B) rights of Holders of Defeased Notes to receive payment receive, solely from the trust fund described in Section 1204 and as more fully set forth in such Section, payments in respect of principal of, of and premium, if any, and interest on such Securities Notes when such payments are due, (but not b) the Purchase Price referred to under Section 1009 or 1016) and any rights of the Holders Company’s obligations with respect to such amountsDefeased Notes under Sections 304, 305, 306, 402, and 403, (Cc) the rights, obligations powers, trusts, duties and immunities of the Trustee hereunder, including the Trustee’s rights (and the Company’s obligations) under the Indenture Section 707, and (Dd) this Article TwelveXII. 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 TwelveXII, the Issuer may 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 Securities. If the Issuer exercises its option under this Section 1202, (u) each Guarantor, if any, shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained in the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Parent or any Restricted SubsidiaryNotes.

Defeasance and Discharge. Upon the Issuer’s exercise under Section 1201 of the its option applicable to have this Section 1202applied to the Notes, the Issuer and the Guarantors shall be deemed to have been discharged from their respective obligations with respect to all Outstanding Securities hereunder as provided in this Section on and after the date the conditions set forth in Section 1204 1304 are satisfied (hereinafter, hereinafter called “defeasanceLegal Defeasance”). For this purpose, such defeasance Legal Defeasance means that the Issuer and the Guarantors shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities, 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, Guarantees and to have satisfied all their other respective obligations under such Securities and this the Indenture insofar as such Securities are concerned (and the Trustee, upon Issuer Request and at the expense of the Issuer, shall execute proper instruments acknowledging the same), and the Indenture shall cease to be of further effect as to all Outstanding Notes and all Guarantees, except for as to the following following, which shall survive until otherwise terminated or discharged hereunder: (A1) the rights of Holders of the Notes to receive, solely from the trust fund described in Section 1304 and as more fully set forth in such Section, payments in respect of the principal of, and interest and premium, if any, on, the Notes when payments are due, (2) the Issuer’s obligations with respect to such Securities under Section 2.3 of Appendix A and Sections 303304, 305, 306, 3071002, 1002 and 1003 and the Issuer’s rights 1004(a) and its obligations under Section 1101314(a) of the Trust Indenture Act, (B) rights of Holders to receive payment of principal of, premium, if any, and interest on such Securities (but not the Purchase Price referred to under Section 1009 or 1016) and any rights of the Holders with respect to such amounts, (C3) the rights, obligations powers, trusts, duties and immunities of the Trustee under hereunder and the Indenture obligations of the Issuer and the Guarantors in connection therewith and (D4) this Article TwelveArticle. If the Issuer exercises its defeasance option pursuant to this Section 1302, the payment of the defeased Notes may not be accelerated pursuant to Section 502 because of an Event of Default. Subject to compliance with this Article TwelveArticle, the Issuer may exercise its option under (if any) to have this Section 1202 applied to the Notes notwithstanding the prior exercise of its option under (if any) to have Section 1203 with respect 1303 applied to the Securities. If the Issuer exercises its option under this Section 1202, (u) each Guarantor, if any, shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained in the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Parent or any Restricted SubsidiaryNotes.

Defeasance and Discharge. Upon the Issuer’s exercise under Section 1201 11.01 of the option applicable to this Section 120211.02, the Issuer and the Guarantors shall be deemed to have been discharged from their obligations with respect to all Outstanding Securities on the date the conditions set forth in Section 1204 11.04 are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Issuer shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities, 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 to have satisfied all their other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (Aa) the Issuer’s obligations with respect to such Securities under Section 2.3 of Appendix A and Sections 3033.03, 3063.06, 3073.07, 1002 9.02 and 1003 9.03 and the Issuer’s rights under Section 110110.01, (Bb) rights of Holders to receive payment of principal of, premium, if any, and interest on such Securities (but not the Purchase Price referred to under Section 1009 or 10169.07) and any rights of the Holders with respect to such amounts, (Cc) the rights, obligations and immunities of the Trustee under the this Indenture and (Dd) this Article Twelve11. Subject to compliance with this Article Twelve11, the 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 Securities. If the Issuer exercises its option under this Section 120211.02, (uv) each Guarantor, if any, shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained in the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Loan Proceeds Note may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Loan Proceeds Note, (y) the Offering Loan Proceeds Note may be canceled and (z) all obligations to provide Offering Loan Proceeds Note Guarantees shall terminate and all references in the this Indenture to Offering Loan Proceeds Note Guarantees and Offering Loan Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Level 3 Parent or any Restricted Subsidiary. Upon the Issuer’s exercise under Section 11.01 of the option applicable to this Section 11.02, all Liens on the Collateral securing the Indebtedness evidenced by the Securities shall be released and the Collateral Documents shall cease to be of further effect.

Defeasance and Discharge. Upon the Issuer’s Company's exercise under Section 1201 of the option applicable provided in Section 11.01 hereof to have this Section 120211.02 applied to the Outstanding Securities of any Defeasible Series, the Issuer and the Guarantors Company shall be deemed to have been discharged from their its obligations with respect to all the Outstanding Securities of such series as provided in this Section 11.02 on and after the date the conditions set forth in Section 1204 11.04 hereof are satisfied (hereinafter, “defeasance”hereinafter called "Defeasance"). For this purpose, such defeasance Defeasance means that the Issuer Company shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the Outstanding SecuritiesSecurities of such series, which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 1205 11.05 hereof and the other Sections of this Indenture referred to in clauses (Ai) and (Bii) below, and to have satisfied all their its other obligations under the Securities of such Securities series and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (Ai) the Issuer’s obligations with respect to such Securities under Section 2.3 of Appendix A and Sections 303, 306, 307, 1002 and 1003 and the Issuer’s rights under Section 1101, (B) rights of Holders of Outstanding Securities of such series to receive payment solely from the trust fund described in Section 11.04 hereof and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, of and interest on such Securities of such series when payments are due, (but not ii) the Purchase Price referred to under Section 1009 or 1016) and any rights of the Holders Company's obligations with respect to the Securities of such amountsseries under Sections 3.04, 3.05, 3.06, 6.02 and 6.04 hereof, (Ciii) the rights, obligations powers, trusts, duties and immunities of the Trustee under the Indenture hereunder and (Div) this Article Twelve11. Subject to compliance with this Article Twelve11, the Issuer Company may exercise its option under provided in Section 11.01 hereof to have this Section 1202 11.02 applied to the Outstanding Securities of any Defeasible Series notwithstanding the prior exercise of its option under provided in Section 1203 with respect 11.01 hereof to the have Section 11.03 hereof applied to such Outstanding Securities. If the Issuer exercises its option under this Section 1202, (u) each Guarantor, if any, shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained in the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Parent or any Restricted Subsidiary.

Defeasance and Discharge. Upon the IssuerIssuers’ or the Parent Guarantor’s exercise under Section 1201 8.01 of the option applicable to this Section 12028.02, the Issuer Issuers, the Parent Guarantor and the Subsidiary Guarantors shall be deemed to have been discharged from their obligations with respect to all Outstanding Securities the Notes on the date the conditions set forth in Section 1204 8.04 are satisfied (hereinafter, “legal defeasance”). For this purpose, such legal defeasance means that the Issuer Issuers shall be deemed to have paid and discharged the entire indebtedness Debt represented by the Outstanding 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 (A) and (B) below, outstanding Notes and to have satisfied all their other obligations under such Securities the Notes and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the IssuerIssuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (Aa) the Issuer’s obligations with respect to such Securities under Section 2.3 of Appendix A and Sections 303, 306, 307, 1002 and 1003 and the Issuer’s rights under Section 1101, (B) rights of Holders of outstanding Notes to receive payment receive, solely from the trust fund described in Section 8.08 and as more fully set forth in such Section, payments in respect of the principal of, of (and premium, if any, on) and interest on such Securities (but not the Purchase Price referred to under Section 1009 or 1016) and any rights of the Holders with respect to Notes when such amountspayments are due, (Cb) the provisions set forth at Section 8.06 below, (c) the rights, obligations powers, trusts, duties and immunities of the Trustee under hereunder and the Indenture Issuers’ and the Guarantors’ obligations in connection therewith and (Dd) this Article TwelveSection 8.02. Subject to compliance with this Article TwelveEight, the Issuer Issuers and the Parent Guarantor may exercise its their option under this Section 1202 8.02 notwithstanding the prior exercise of its their option under Section 1203 8.03 below with respect to the SecuritiesNotes. If the Issuer Issuers or the Parent Guarantor exercises its option under this Section 1202their legal defeasance option, (u) payment of the Notes may not be accelerated because of an Event of Default. If the Issuers exercise their legal defeasance option, each Guarantor, if any, shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained in the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement Trustee shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Parent or any Restricted Subsidiaryexecute a release of such Guarantee.

Defeasance and Discharge. Upon the Issuer’s exercise under Section 1201 1101 of the option applicable to this Section 12021102, the Issuer and the Guarantors shall be deemed to have been discharged from their obligations with respect to all Outstanding Securities on the date the conditions set forth in Section 1204 1104 are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Issuer shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding 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 (A) and (B) below, and to have satisfied all their other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the Issuer’s obligations with respect to such Securities under Section 2.3 of Appendix A and Sections 303, 306, 307, 1002 902 and 1003 903 and the Issuer’s rights under Section 11011001, (B) rights of Holders to receive payment of principal of, premium, if any, and interest on such Securities (but not the Purchase Price referred to under Section 1009 or 1016907) and any rights of the Holders with respect to such amounts, (C) the rights, obligations and immunities of the Trustee under the this Indenture and (D) this Article TwelveEleven. Subject to compliance with this Article TwelveEleven, the Issuer may exercise its option under this Section 1202 1102 notwithstanding the prior exercise of its option under Section 1203 1103 with respect to the Securities. If the Issuer exercises its option under this Section 12021102, (u) each Guarantor, if any, shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained in the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the this Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Level 3 Parent or any Restricted Subsidiary.

Defeasance and Discharge. Upon the Issuer’s exercise under Section 1201 8.01 of the option applicable to this Section 12028.02, the Issuer and the Guarantors shall be deemed to have been discharged from their obligations with respect to all Outstanding Securities the Notes on the date the conditions set forth in Section 1204 8.04 are satisfied (hereinafter, “defeasanceLegal Defeasance”). For this purpose, such defeasance Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the Outstanding 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 (A) and (B) below, outstanding Notes and to have satisfied all their other obligations under such Securities the Notes and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (Aa) the rights of Holders of outstanding Notes to receive, solely from the trust fund described in Section 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 Issuer’s obligations with respect to such Securities under Section 2.3 the Notes concerning issuing temporary Notes, registration of Appendix A and Sections 303Notes, 306mutilated, 307destroyed, 1002 and 1003 lost or stolen Notes and the Issuer’s rights under Section 1101maintenance of an office or agency for payment and money for security payments held in trust, (B) rights of Holders to receive payment of principal of, premium, if any, and interest on such Securities (but not the Purchase Price referred to under Section 1009 or 1016) and any rights of the Holders with respect to such amounts, (Cc) the rights, obligations powers, trusts, duties and immunities of the Trustee under hereunder and the Indenture Issuer’s and the Guarantors’ obligations in connection therewith and (Dd) the provisions of this Article TwelveEight. Subject to compliance with this Article TwelveEight, the Issuer may exercise its option under this Section 1202 8.02 notwithstanding the prior exercise of its option under Section 1203 8.03 below with respect to the SecuritiesNotes. If the Issuer exercises its option under this Section 1202Legal Defeasance option, (u) each Guarantor, if any, shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained in payment of the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note Notes may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Parent or any Restricted Subsidiaryaccelerated because of an Event of Default.

Defeasance and Discharge. Upon the Issuer’s exercise under Section 1201 of the option applicable to this Section 1202, the Issuer and the Guarantors Guarantors, if any, shall be deemed to have been discharged from their obligations with respect to all Outstanding Securities on the date the conditions set forth in Section 1204 are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Issuer shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding 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 (A) and (B) below, and to have satisfied all their other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the Issuer’s obligations with respect to such Securities under Section 2.3 of Appendix A and Sections 303, 306, 307, 1002 and 1003 and the Issuer’s rights under Section 1101, (B) rights of Holders to receive payment of principal of, premium, if any, and interest on such Securities (but not the Purchase Price referred to under Section 1009 or 1016) and any rights of the Holders with respect to such amounts, (C) the rights, obligations and immunities of the Trustee under the Indenture and (D) this Article Twelve. Subject to compliance with this Article Twelve, the Issuer may exercise its option under this Section 1202 notwithstanding the prior exercise of its option under Section 1203 with respect to the Securities. If the Issuer exercises its option under this Section 1202, (u) each Guarantor, if any, shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained in the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Parent or any Restricted Subsidiary.

Defeasance and Discharge. Upon the Issuer’s exercise under Section 1201 8.01 of the option applicable to this Section 12028.02, the Issuer and the Guarantors Guarantor shall be deemed to have been discharged from their obligations with respect to all Outstanding Securities the outstanding Notes on the date the conditions set forth in Section 1204 8.04 are satisfied (hereinafter, “defeasanceLegal Defeasance”). For this purpose, such defeasance Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the Outstanding 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 (A) and (B) below, outstanding Notes and to have satisfied all their its other obligations under such Securities the Notes and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (Aa) the rights of Holders of outstanding Notes to receive, solely from the trust fund described in Section 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 Issuer’s obligations with respect to such Securities under Section 2.3 the Notes concerning issuing temporary Notes, registration of Appendix A and Sections 303Notes, 306mutilated, 307destroyed, 1002 and 1003 lost or stolen Notes and the Issuer’s rights under Section 1101maintenance of an office or agency for payment and money for security payments held in trust, (B) rights of Holders to receive payment of principal of, premium, if any, and interest on such Securities (but not the Purchase Price referred to under Section 1009 or 1016) and any rights of the Holders with respect to such amounts, (Cc) the rights, obligations powers, trusts, duties and immunities of the Trustee under hereunder and the Indenture Issuer’s and the Guarantor’s obligations in connection therewith and (Dd) the provisions of this Article TwelveEight. Subject to compliance with this Article TwelveEight, the Issuer may exercise its option under this Section 1202 8.02 notwithstanding the prior exercise of its option under Section 1203 8.03 below with respect to the SecuritiesNotes. If the Issuer exercises its option under this Section 1202Legal Defeasance option, (u) each Guarantor, if any, shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained in payment of the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note Notes may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Parent or any Restricted Subsidiaryaccelerated because of an Event of Default.

Defeasance and Discharge. Upon the Issuer’s exercise under Section 1201 1101 of the option applicable to this Section 12021102, the Issuer and the Guarantors shall be deemed to have been discharged from their obligations with respect to all Outstanding Securities on the date the conditions set forth in Section 1204 1104 are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Issuer shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding 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 (A) and (B) below, and to have satisfied all their other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the Issuer’s obligations with respect to such Securities under Section 2.3 of Appendix A and Sections 303, 306, 307, 1002 902 and 1003 903 and the Issuer’s rights under Section 11011001, (B) rights of Holders to receive payment of principal of, premium, if any, and interest on such Securities (but not the Purchase Price referred to under Section 1009 or 1016907) and any rights of the Holders with respect to such amounts, (C) the rights, obligations and immunities of the Trustee under the this Indenture and (D) this Article TwelveEleven. Subject to compliance with this Article TwelveEleven, the Issuer may exercise its option under this Section 1202 1102 notwithstanding the prior exercise of its option under Section 1203 1103 with respect to the Securities. If the Issuer exercises its option under this Section 12021102, (uv) each Guarantor, if any, shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained in the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Loan Proceeds Note may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Loan Proceeds Note, (y) the Offering Loan Proceeds Note may be canceled and (z) all obligations to provide Offering Loan Proceeds Note Guarantees shall terminate and all references in the this Indenture to Offering Loan Proceeds Note Guarantees and Offering Loan Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Level 3 Parent or any Restricted Subsidiary. Upon the Issuer’s exercise under Section 1101 of the option applicable to this Section 1102, all Liens on the Collateral securing the Debt evidenced by the Securities shall be released and the Note Collateral Documents shall cease to be of further effect.

Defeasance and Discharge. Upon the Issuer’s exercise under Section 1201 of the defeasance option specified in Section 10.3 applicable to this Section 120210.4 with respect to the Securities of or within a series, the Issuer and the Guarantors Guarantor shall be deemed to have been discharged from their respective obligations with respect to all Outstanding such Securities and any Coupons appertaining thereto and the related Guarantee on and after the date the conditions set forth in Section 1204 10.6 are satisfied (hereinafter, hereinafter “defeasance”). For this purpose, such defeasance means that the Issuer and the Guarantor shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any Coupons appertaining thereto and the Outstanding Securities, related Guarantee which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1205 10.7 and the other Sections of this Indenture referred to in clauses clause (A2) and (B) belowof this Section 10.4, and to have satisfied all of their other obligations under such Securities and any Coupons appertaining thereto and the related Guarantee and this Indenture insofar as such Securities and any Coupons appertaining thereto and the related Guarantee are concerned (and the Trustee, at the expense of the IssuerIssuer or the Guarantor, as applicable, shall on an Issuer Order or Guarantor Order execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A1) the Issuer’s obligations with respect to such Securities under Section 2.3 of Appendix A and Sections 303, 306, 307, 1002 and 1003 and the Issuer’s rights under Section 1101, (B) rights of Holders of such Securities and any Coupons appertaining thereto to receive payment receive, solely from the trust funds described in Section 10.6(1) and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest interest, on such Securities or any Coupons appertaining thereto when such payments are due; (but not 2) the Purchase Price referred to under Section 1009 or 1016) Issuer and any rights of the Holders Guarantor’s obligations with respect to such amountsSecurities under Sections 2.8, 2.9, 3.2 and 3.3 and Article XIV; (C3) the rights, obligations powers, trusts, duties and immunities of the Trustee under the Indenture hereunder and (D4) this Article Twelve. X. Subject to compliance with this Article TwelveX, the Issuer or the Guarantor may exercise its the option under this Section 1202 10.4 notwithstanding the prior exercise of its the option under Section 1203 10.5 with respect to the Securitiessuch Securities and any Coupons appertaining thereto. If the Issuer exercises its option under this Section 1202Following a defeasance, (u) each Guarantor, if any, shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained in the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note payment of such Securities may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Parent or any Restricted Subsidiaryaccelerated because of an Event of Default.

Defeasance and Discharge. Upon the Issuer’s exercise under Section 1201 8.01 of the option applicable to this Section 12028.02, the Issuer and the Guarantors shall be deemed to have been discharged from their obligations with respect to all Outstanding Securities the Notes on the date the conditions set forth in Section 1204 8.04 are satisfied (hereinafter, “defeasanceLegal Defeasance”). For this purpose, such defeasance Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the Outstanding 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 (A) and (B) below, outstanding Notes and to have satisfied all their other obligations under such Securities the Notes and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (Aa) the rights of Holders of outstanding Notes to receive, solely from the trust fund described in Section 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 Issuer’s obligations with respect to such Securities under Section 2.3 the Notes concerning issuing temporary Notes, registration of Appendix A and Sections 303Notes, 306mutilated, 307destroyed, 1002 and 1003 lost or stolen Notes and the Issuer’s rights under Section 1101maintenance of an office or agency for payment and money for security payments held in trust, (B) rights of Holders to receive payment of principal of, premium, if any, and interest on such Securities (but not the Purchase Price referred to under Section 1009 or 1016) and any rights of the Holders with respect to such amounts, (Cc) the rights, obligations powers, trusts, duties and immunities of the Trustee under and the Indenture Security Agent hereunder and the Issuer’s and the Guarantors’ obligations in connection therewith and (Dd) the provisions of this Article TwelveEight. Subject to compliance with this Article TwelveEight, the Issuer may exercise its option under this Section 1202 8.02 notwithstanding the prior exercise of its option under Section 1203 8.03 below with respect to the SecuritiesNotes. If the Issuer exercises its option under this Section 1202Legal Defeasance option, (u) each Guarantor, if any, shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained in payment of the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note Notes may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Parent or any Restricted Subsidiaryaccelerated because of an Event of Default.

Defeasance and Discharge. Upon the Issuer’s exercise under Section 1201 8.01 of the option applicable to this Section 12028.02, the Issuer and the Guarantors shall be deemed to have been discharged from their its obligations with respect to all Outstanding Securities the outstanding Notes on the date the conditions set forth in Section 1204 8.04 are satisfied (hereinafter, “defeasanceLegal Defeasance”). For this purpose, such defeasance Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding 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 (A) and (B) below, outstanding Notes and to have satisfied all their its other obligations under such Securities the Notes and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (Aa) the rights of Holders of outstanding Notes to receive, solely from the trust fund described in Section 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, if any) on such Notes when such payments are due, (b) the Issuer’s obligations with respect to such Securities under Section 2.3 the Notes concerning issuing temporary Notes, registration of Appendix A and Sections 303Notes, 306mutilated, 307destroyed, 1002 and 1003 lost or stolen Notes and the Issuer’s rights under Section 1101maintenance of an office or agency for payment and money for security payments held in trust, (B) rights of Holders to receive payment of principal of, premium, if any, and interest on such Securities (but not the Purchase Price referred to under Section 1009 or 1016) and any rights of the Holders with respect to such amounts, (Cc) the rights, obligations powers, trusts, duties and immunities of the Trustee under hereunder and the Indenture Issuer’s obligations in connection therewith and (Dd) the provisions of this Article TwelveEight. Subject to compliance with this Article TwelveEight, the Issuer may exercise its option under this Section 1202 8.02 notwithstanding the prior exercise of its option under Section 1203 8.03 below with respect to the SecuritiesNotes. If the Issuer exercises its option under this Section 1202Legal Defeasance option, (u) each Guarantor, if any, shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained in payment of the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note Notes may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Parent or any Restricted Subsidiaryaccelerated because of an Event of Default.

Defeasance and Discharge. Upon the Issuer’s exercise under Section 1201 ‎‎Section 8.01 of the option applicable to this Section 1202‎‎Section 8.02, the Issuer and the Guarantors shall be deemed to have been discharged from their obligations with respect to all Outstanding Securities the Notes on the date the conditions set forth in Section 1204 ‎‎Section 8.04 are satisfied (hereinafter, “defeasanceLegal Defeasance”). For this purpose, such defeasance Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the Outstanding 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 (A) and (B) below, outstanding Notes and to have satisfied all their other obligations under such Securities the Notes and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (Aa) the rights of Holders of outstanding Notes to receive, solely from the trust fund described in ‎‎Section 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 Issuer’s obligations with respect to such Securities under Section 2.3 the Notes concerning issuing temporary Notes, registration of Appendix A and Sections 303Notes, 306mutilated, 307destroyed, 1002 and 1003 lost or stolen Notes and the Issuer’s rights under Section 1101maintenance of an office or agency for payment and money for security payments held in trust, (B) rights of Holders to receive payment of principal of, premium, if any, and interest on such Securities (but not the Purchase Price referred to under Section 1009 or 1016) and any rights of the Holders with respect to such amounts, (Cc) the rights, obligations powers, trusts, duties and immunities of the Trustee under and the Indenture Security Agent hereunder and the Issuer’s and the Guarantors’ obligations in connection therewith and (Dd) the provisions of this Article Twelve‎‎Article Eight. Subject to compliance with this Article Twelve‎‎Article Eight, the Issuer may exercise its option under this Section 1202 ‎‎Section 8.02 notwithstanding the prior exercise of its option under Section 1203 ‎‎Section 8.03 below with respect to the SecuritiesNotes. If the Issuer exercises its option under this Section 1202Legal Defeasance option, (u) each Guarantor, if any, shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained in payment of the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note Notes may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Parent or any Restricted Subsidiaryaccelerated because of an Event of Default.

Defeasance and Discharge. Upon the IssuerCompany’s exercise under Section 1201 of the option applicable to this Section 1202, the Issuer 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 all Outstanding Securities the Subsidiary Guarantees, 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 Issuer Company shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the Outstanding SecuritiesDefeased 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 (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 Securities the Defeased Notes and this Indenture insofar as such Securities the Defeased Notes are concerned (and the Trustee, at the expense of the IssuerCompany, shall execute proper such instruments reasonably requested by the Company acknowledging the same), except for the following following, which shall survive until otherwise terminated or discharged hereunder: (Aa) the Issuer’s obligations with respect to such Securities under Section 2.3 of Appendix A and Sections 303, 306, 307, 1002 and 1003 and the Issuer’s rights under Section 1101, (B) rights of Holders of Defeased Notes to receive payment 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, of and premium, if any, and interest on the Defeased Notes when such Securities payments are due, (but not b) the Purchase Price referred to under Section 1009 or 1016) and any rights of the Holders Company’s obligations with respect to such amountsDefeased Notes under Sections 304, 305, 306, 402 and 403, (Cc) the rights, obligations powers, trusts, duties and immunities of the Trustee hereunder, including the Trustee’s rights under the Indenture Section 707, and (Dd) this Article TwelveXII. If the Company exercises its option under this Section 1202, payment of the Defeased Notes may not be accelerated because of an Event of Default with respect thereto. Subject to compliance with this Article TwelveXII, the Issuer may 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 Securities. If the Issuer exercises its option under this Section 1202, (u) each Guarantor, if any, shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained in the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Parent or any Restricted SubsidiaryDefeased Notes.

Defeasance and Discharge. Upon the IssuerCompany’s exercise under Section 1201 of the option applicable to this Section 1202, the Issuer 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 all Outstanding Securities the Subsidiary Guarantees on the date the relevant conditions set forth in Section 1204 are satisfied (hereinafter, “defeasanceDefeasance”). For this purpose, such defeasance Defeasance means that the Issuer Company shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the Outstanding SecuritiesDefeased 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 (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 Securities Notes, Subsidiary Guarantees and this Indenture insofar as such Securities Notes are concerned (and the Trustee, at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), except for the following following, which shall survive until otherwise terminated or discharged hereunder: (Aa) the Issuer’s obligations with respect to such Securities under Section 2.3 of Appendix A and Sections 303, 306, 307, 1002 and 1003 and the Issuer’s rights under Section 1101, (B) rights of Holders of Defeased Notes to receive payment receive, solely from the trust fund described in Section 1204 and as more fully set forth in such Section, payments in respect of principal of, of and premium, if any, and interest on such Securities Notes when such payments are due, (but not b) the Purchase Price referred to under Section 1009 or 1016) and any rights of the Holders Company’s obligations with respect to such amountsDefeased Notes under Sections 304, 305, 306, 402, and 403, (Cc) the rights, obligations powers, trusts, duties and immunities of the Trustee and the Collateral Agent hereunder, including the Trustee’s and Collateral Agent’s rights (and the Company’s obligations) under the Indenture Section 707, and (Dd) this Article TwelveXII. 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 TwelveXII, the Issuer may 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 Securities. If the Issuer exercises its option under this Section 1202, (u) each Guarantor, if any, shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained in the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Parent or any Restricted SubsidiaryNotes.

Defeasance and Discharge. Upon the Issuer’s exercise under Section 1201 8.01 of the option applicable to this Section 12028.02, the Issuer and the Guarantors shall be deemed to have been discharged from their obligations with respect to all Outstanding Securities the Notes on the date the conditions set forth in Section 1204 8.04 are satisfied (hereinafter, “defeasanceLegal Defeasance”). For this purpose, such defeasance Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire indebtedness Debt represented by the Outstanding 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 (A) and (B) below, outstanding Notes and to have satisfied all their its other obligations under such Securities the Notes and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (Aa) the Issuer’s obligations with respect to such Securities under Section 2.3 of Appendix A and Sections 303, 306, 307, 1002 and 1003 and the Issuer’s rights under Section 1101, (B) rights of Holders of outstanding Notes to receive payment receive, solely from the trust fund described in Section 8.08 and as more fully set forth in such Section, payments in respect of the principal of, of (and premium, if any, on) and interest on such Securities (but not the Purchase Price referred to under Section 1009 or 1016) and any rights of the Holders with respect to Notes when such amountspayments are due, (Cb) the provisions set forth at Section 8.06 below, (c) the rights, obligations powers, trusts, duties and immunities of the Trustee under hereunder and the Indenture Issuer’s and the Guarantors’ obligations in connection therewith and (Dd) this Article TwelveSection 8.02. Subject to compliance with this Article Twelve8, the Issuer may exercise its option under this Section 1202 8.02 notwithstanding the prior exercise of its option under Section 1203 8.03 below with respect to the SecuritiesNotes. If the Issuer exercises its option under this Section 1202Legal Defeasance option, (u) payment of the Notes may not be accelerated because of an Event of Default. If the Issuer exercises its Legal Defeasance option, each Guarantor, if any, shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained in the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement Trustee shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Parent or any Restricted Subsidiaryexecute a release of such Guarantee.

Defeasance and Discharge. (a) Upon the Issuer’s exercise under Section 1201 SECTION 8.1 hereof of the option applicable to this Section 1202SECTION 8.2, the Issuer and shall, subject to the Guarantors shall satisfaction of the conditions set forth in SECTION 8.4 hereof, be deemed to have been discharged from their its obligations with respect to all Outstanding Securities outstanding Notes on the date the conditions set forth in Section 1204 below are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Issuer shall be deemed to have paid and discharged the entire indebtedness Debt represented by the Outstanding Securitiesoutstanding Notes, which shall thereafter be deemed to be “Outstandingoutstanding” only for the purposes of Section 1205 SECTION 8.5 hereof and the other Sections of this Indenture referred to in clauses (Aa) and (Bb) below, and to have satisfied all their of its other obligations under such Securities Notes and this Indenture insofar as such Securities are concerned (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (Aa) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium, if any, and interest, if any, on such Notes when such payments are due from the trust referred to in SECTION 8.4(1); (b) the Issuer’s obligations with respect to such Securities Notes under Section 2.3 SECTIONS 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.10 and 4.2 hereof; (c) the rights, powers, trusts, benefits and immunities of Appendix A the Trustee, including without limitation thereunder, under SECTION 7.7, 8.5 and Sections 303, 306, 307, 1002 and 1003 8.7 hereof and the Issuer’s 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 Issuer may exercise its option under Section 1101this SECTION 8.2 notwithstanding the prior exercise of its option under SECTION 8.3 hereof. (b) The Issuer and the Guarantors may terminate their respective obligations under this Indenture and the Security Documents (a “Discharge”) when: (1) either: (A) all Notes that have been authenticated and delivered have been delivered to the Trustee for cancellation, or (B) rights 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 under irrevocable arrangements satisfactory to the Trustee for the giving of Holders 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 receive payment of be deposited with the Trustee immediately available funds or U.S. Government Obligations 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 Issuer has paid or caused to be paid all other sums then due and payable under this Indenture by the Issuer; (3) the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (4) 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 (5) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent under this Indenture relating to the Discharge have been complied with. (c) The Issuer may elect, at its option, to have its obligations discharged with respect to the outstanding Notes and the Security Documents (“legal defeasance”). Such defeasance means that the Issuer will be deemed to have paid and discharged the entire indebtedness represented by the outstanding Notes, except for: (1) the rights of Holders of such Notes to receive payments in respect of the principal of and any premium and interest on such Securities Notes when payments are due; (but not 2) the Purchase Price referred to under Section 1009 or 1016) and any rights of the Holders Issuer’s obligations with respect to such amountsNotes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust; (C3) the rights, obligations powers, trusts, duties and immunities of the Trustee under Trustee; (4) the Indenture and Company’s right of optional redemption; and (D5) the legal defeasance provisions of this Article Twelve. Subject to compliance with this Article Twelve, the Issuer may exercise its option under this Section 1202 notwithstanding the prior exercise of its option under Section 1203 with respect to the Securities. Indenture. (d) If the Issuer exercises its option under this Section 1202legal defeasance option, (u) each Guarantor, if any, shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained the Subsidiary Guarantees in the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Parent or any Restricted Subsidiaryeffect at such time will terminate.

Defeasance and Discharge. Upon the IssuerCompany’s exercise under Section 1201 of the option applicable to this Section 1202, the Issuer Company shall be deemed to have been released and discharged from its obligations with respect to the Defeased Notes and the Guarantors shall be deemed to have been released and discharged from their obligations with respect to all Outstanding Securities the Note Guarantees on the date the relevant conditions set forth in Section 1204 are satisfied (hereinafter, “defeasanceDefeasance”). For this purpose, such defeasance Defeasance means that the Issuer Company shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the Outstanding SecuritiesDefeased 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 (Aa) and (Bb) below, and the Company, and each of the Guarantors shall be deemed to have satisfied all their other obligations under such Securities Notes, Note Guarantees and this Indenture insofar as such Securities Notes are concerned (and the Trustee, at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), except for the following following, which shall survive until otherwise terminated or discharged hereunder: (Aa) the Issuer’s obligations with respect to such Securities under Section 2.3 of Appendix A and Sections 303, 306, 307, 1002 and 1003 and the Issuer’s rights under Section 1101, (B) rights of Holders of Defeased Notes to receive payment receive, solely from the trust fund described in Section 1204 and as more fully set forth in such Section, payments in respect of principal of, of and premium, if any, and interest on such Securities Notes when such payments are due, (but not b) the Purchase Price referred to under Section 1009 or 1016) and any rights of the Holders Company’s obligations with respect to such amountsDefeased Notes under Sections 304, 305, 306, 402, and 403, (Cc) the rights, obligations powers, trusts, duties and immunities of the Trustee hereunder, including the Trustee’s rights (and the Company’s obligations) under the Indenture Section 707, and (Dd) this Article TwelveXII. 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 TwelveXII, the Issuer may 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 Securities. If the Issuer exercises its option under this Section 1202, (u) each Guarantor, if any, shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained in the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Parent or any Restricted SubsidiaryNotes.

Defeasance and Discharge. Upon the Issuer’s exercise under Section 1201 8.01 of the option applicable to this Section 12028.02, the Issuer and the Guarantors shall be deemed to have been discharged from their obligations with respect to all Outstanding Securities the Notes on the date the conditions set forth in Section 1204 8.04 are satisfied (hereinafter, “legal defeasance”). For this purpose, such legal defeasance means that the Issuer shall be deemed to have paid and discharged the entire indebtedness Debt represented by the Outstanding 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 (A) and (B) below, outstanding Notes and to have satisfied all their its other obligations under such Securities the Notes and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions, which shall survive until otherwise terminated or discharged hereunder: (Aa) the Issuer’s obligations with respect to such Securities under Section 2.3 of Appendix A and Sections 303, 306, 307, 1002 and 1003 and the Issuer’s rights under Section 1101, (B) rights of Holders of outstanding Notes to receive payment receive, solely from the trust fund described in Section 8.08 and as more fully set forth in such Section, payments in respect of the principal of, of (and premium, if any, on) and interest on such Securities (but not the Purchase Price referred to under Section 1009 or 1016) and any rights of the Holders with respect to Notes when such amountspayments are due, (Cb) the provisions set forth at Section 8.06 below, (c) the rights, obligations powers, trusts, duties and immunities of the Trustee under hereunder and the Indenture Issuer’s and the Guarantors’ obligations in connection therewith, (d) this Section 8.02 and (De) any other provision of this Article TwelveIndenture which expressly survives satisfaction and discharge. Subject to compliance with this Article TwelveEight, the Issuer may exercise its option under this Section 1202 8.02 notwithstanding the prior exercise of its option under Section 1203 8.03 below with respect to the SecuritiesNotes. If the Issuer exercises its option under this Section 1202legal defeasance option, (u) payment of the Notes may not be accelerated because of an Event of Default. If the Issuer exercises its legal defeasance option, each Guarantor, if any, shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained in the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement Trustee shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Parent or any Restricted Subsidiaryexecute a release of such Guarantee.

Defeasance and Discharge. Upon the Issuer’s Company's exercise under Section 1201 of the option applicable to this Section 1202, the Issuer and the Guarantors Company shall be deemed to have been discharged from their its obligations with respect to all Outstanding Securities on the date the conditions set forth in Section 1204 are satisfied (hereinafter, “"defeasance”"). For this purpose, such defeasance means that the Issuer Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding 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 (A) and (B) below, and to have satisfied all their its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the Issuer’s Company's obligations with respect to such Securities under Section 2.3 of Appendix A and Sections 303304, 305, 306, 307, 1002 and 1003 and the Issuer’s Company's rights under Section 1101, (B) rights of Holders to receive payment of principal of, premium, if any, and interest on such Securities (but not the Purchase Price referred to under Section 1009 or 1016) and any rights of the Holders with respect to such amounts, (C) the rights, obligations and immunities of the Trustee under the Indenture and (D) this Article Twelve. Subject to compliance with this Article Twelve, the Issuer Company may exercise its option under this Section 1202 notwithstanding the prior exercise of its option under Section 1203 with respect to the Securities. If the Issuer Company exercises its option under this Section 1202, (u) each Guarantor, if any, shall be released from all its obligations under its Note Restricted Subsidiary Guarantee, (v) all subordination provisions contained in the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Parent or any Restricted Subsidiary.

Defeasance and Discharge. Upon the IssuerCompany’s exercise under Section 1201 of the option applicable to this Section 1202, the Issuer Company shall be deemed to have been released and discharged from its obligations with respect to the Defeased Notes and the Guarantors shall be deemed to have been released and discharged from their obligations with respect to all Outstanding Securities the Subsidiary Guarantees on the date the relevant conditions set forth in Section 1204 are satisfied (hereinafter, “defeasanceLegal Defeasance”). For this purpose, such defeasance Legal Defeasance means that the Issuer Company shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the Outstanding SecuritiesDefeased 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 (Aa) and (Bb) below, and the Company, and each of the Guarantors shall be deemed to have satisfied all their other obligations under such Securities Notes, Subsidiary Guarantees and this Indenture insofar as such Securities Notes are concerned (and the Trustee, at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), except for the following following, which shall survive until otherwise terminated or discharged hereunder: (Aa) the Issuer’s obligations with respect to such Securities under Section 2.3 of Appendix A and Sections 303, 306, 307, 1002 and 1003 and the Issuer’s rights under Section 1101, (B) rights of Holders of Defeased Notes to receive payment receive, solely from the trust fund described in Section 1204 and as more fully set forth in such Section, payments in respect of principal of, of and premium, if any, and interest on such Securities Notes when such payments are due, (but not b) the Purchase Price referred to under Section 1009 or 1016) and any rights of the Holders Company’s obligations with respect to such amountsDefeased Notes under Sections 304, 305, 306, 402, and 403, (Cc) the rights, obligations powers, trusts, duties and immunities of the Trustee and the Collateral Trustee hereunder, including the Trustee’s and the Collateral Trustee’s rights (and the Company’s obligations) under the Indenture Section 707, and (Dd) this Article TwelveXII. 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 TwelveXII, the Issuer may 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 Securities. If the Issuer exercises its option under this Section 1202, (u) each Guarantor, if any, shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained in the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Parent or any Restricted SubsidiaryNotes.

Defeasance and Discharge. Upon the Issuer’s 's or the Guarantor's exercise under Section 1201 8.01 of the option applicable to this Section 12028.02, the Issuer and the Guarantors shall be deemed to have been discharged from their its obligations with respect to all Outstanding Securities the Notes and the Guarantor shall be deemed to have been discharged from its obligations with respect to the Guarantee on the date the conditions set forth in Section 1204 8.04 are satisfied (hereinafter, “legal defeasance”). For this purpose, such legal defeasance means that the Issuer and the Guarantor shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities, which shall thereafter be deemed to be “Outstanding” only for Notes or the purposes of Section 1205 and Guarantees (as the other Sections of this Indenture referred to in clauses (Acase may be) and (B) below, and to have satisfied all their other obligations under such Securities the Notes, the Guarantees and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (Aa) the Issuer’s obligations with respect to such Securities under Section 2.3 of Appendix A and Sections 303, 306, 307, 1002 and 1003 and the Issuer’s rights under Section 1101, (B) rights of Holders of Notes to receive payment receive, solely from the trust fund described in Section 8.08 and as more fully set forth in such Section, payments in respect of the principal of, of (and premium, if any, on) and interest on such Securities (but not the Purchase Price referred to under Section 1009 or 1016) and any rights of the Holders with respect to Notes when such amountspayments are due, (Cb) the provisions set forth at Section 8.06 below, (c) the rights, obligations powers, trusts, duties and immunities of the Trustee under hereunder and the Indenture Issuer's and the Guarantor's obligations in connection therewith, and (Dd) this Article Twelvethe provisions of Section 8.04. Subject to compliance with this Article TwelveEight, the Issuer or the Guarantor may exercise its their respective option under this Section 1202 8.02 notwithstanding the prior exercise of its their option under Section 1203 8.03 below with respect to the SecuritiesNotes or the Guarantees (as the case may be). If any of the Issuer or the Guarantor exercises its option under this Section 1202their respective legal defeasance option, (u) each Guarantor, if any, shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained in payment of the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note Notes may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Parent or any Restricted Subsidiaryaccelerated because of an Event of Default.

Defeasance and Discharge. Upon the Issuer’s or any Guarantor’s exercise under Section 1201 of the option applicable its option, if any, to have this Section 12021402 applied to any Senior Notes or any series of Senior Notes, and the Guarantees thereof, or if this Section 1402 shall otherwise apply to any Senior Notes or any series of Senior Notes, each of the Issuer and the Guarantors shall shall, subject to the satisfaction of the conditions set forth in Section 1404, be deemed to have been discharged from their obligations with respect to all Outstanding Securities such Senior Notes and Guarantees on and after the date the conditions set forth in Section 1204 1404 are satisfied (hereinafter, hereinafter called “defeasanceLegal Defeasance”). For this purpose, such defeasance Legal Defeasance means that each of the Issuer and the Guarantors shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities, such Senior Notes and Guarantees which shall will 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 through (Be) below, and to have satisfied all their its other obligations under such Securities Senior Notes and Guarantees and this Indenture insofar as such Securities Senior Notes and Guarantees are concerned (and the Trustee, on the demand and at the expense of the IssuerIssuer or the Guarantors, as the case may be, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until unless otherwise terminated or discharged hereunder: : (Aa) the rights of Holders of such Senior Notes to receive, solely from the trust fund described in Sections 1404 and 1405, payments in respect of the principal of and premium, if any, and interest on such Senior Notes when payments are due; (b) the Issuer’s obligations with respect to such Securities under Section 2.3 of Appendix A and Sections 303, 306, 307, 1002 and 1003 Senior Notes and the Issuer’s rights under Section 1101, (B) rights of Holders to receive payment of principal of, premium, if any, and interest on such Securities (but not the Purchase Price referred to under Section 1009 or 1016) and any rights of the Holders Guarantors’ obligations with respect to such amountsGuarantees concerning obligations to register the transfer or exchange of such Senior Notes (Section 303), to replace mutilated, destroyed, lost or stolen notes (CSection 305), and to maintain of an office or agency for payment and money for security payments held in trust (Section 1002); (c) any optional redemption provisions applicable to such Senior Notes providing for redemption of such Senior Notes at the option of the Issuer; (d) the rights, obligations powers, trusts, duties and immunities of the Trustee under hereunder and the Indenture Issuer’s and Guarantors’ obligations in connection therewith; and (De) this Article TwelveSection 1402. If the Issuer or the Guarantors exercise under Section 1401 the option applicable to this Section 1402 with respect to any Senior Notes, and the Guarantees thereof, subject to satisfaction of the conditions set forth in Section 1404, payment of such Senior Notes, and the Guarantees thereof, may not be accelerated because of an Event of Default. Subject to compliance with this Article TwelveFourteen, each of the Issuer and the Guarantors may exercise its option under this Section 1202 1402 with respect to any Senior Notes or series of Senior Notes, and the Guarantees thereof, notwithstanding the prior exercise of its option under Section 1203 1403 with respect to the Securities. If the Issuer exercises its option under this Section 1202such Senior Notes or series of Senior Notes, (u) each Guarantor, if any, shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained in the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Parent or any Restricted Subsidiarythereof.

Defeasance and Discharge. Upon the Issuer’s exercise under Section 1201 ‎‎Section 8.01 of the option applicable to this Section 1202‎‎Section 8.02, the Issuer and the Guarantors shall be deemed to have been discharged from their obligations with respect to all Outstanding Securities the Notes on the date the conditions set forth in Section 1204 ‎‎Section 8.04 are satisfied (hereinafter, “defeasanceLegal Defeasance”). For this purpose, such defeasance Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the Outstanding 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 (A) and (B) below, outstanding Notes and to have satisfied all their other obligations under such Securities the Notes and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (Aa) the rights of Holders of outstanding Notes to receive, solely from the trust fund described in ‎‎Section 8.08 and as more fully set forth in such section, payments in respect of the principal of, and premium, if any, and interest (including Additional Amounts) on, such Notes when such payments are due, (b) the Issuer’s obligations with respect to such Securities under Section 2.3 the Notes concerning issuing temporary Notes, registration of Appendix A and Sections 303Notes, 306mutilated, 307destroyed, 1002 and 1003 lost or stolen Notes and the Issuer’s rights under Section 1101maintenance of an office or agency for payment and money for security payments held in trust, (B) rights of Holders to receive payment of principal of, premium, if any, and interest on such Securities (but not the Purchase Price referred to under Section 1009 or 1016) and any rights of the Holders with respect to such amounts, (Cc) the rights, obligations powers, trusts, duties and immunities of the Trustee under and the Indenture Security Agent hereunder and the Issuer’s and the Guarantors’ obligations in connection therewith and (Dd) the provisions of this Article Twelve‎‎Article Eight. Subject to compliance with this Article Twelve‎‎Article Eight, the Issuer may exercise its option under this Section 1202 ‎‎Section 8.02 notwithstanding the prior exercise of its option under Section 1203 ‎‎Section 8.03 below with respect to the SecuritiesNotes. If the Issuer exercises its option under this Section 1202Legal Defeasance option, (u) each Guarantor, if any, shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained in payment of the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note Notes may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Parent or any Restricted Subsidiaryaccelerated because of an Event of Default.

Defeasance and Discharge. Upon the Issuer’s exercise under Section 1201 11.01 of the option applicable to this Section 120211.02, the Issuer and the Guarantors shall be deemed to have been discharged from their obligations with respect to all Outstanding Securities Notes on the date the conditions set forth in Section 1204 11.04 are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Issuer shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding SecuritiesNotes, 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 (A) and (B) below, and to have satisfied all their other obligations under such Securities Notes and this Indenture insofar as such Securities Notes are concerned (and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the Issuer’s obligations with respect to such Securities Notes under Section 2.3 of Appendix A and Sections 3033.03, 3063.06, 3073.07, 1002 9.02 and 1003 9.03 and the Issuer’s rights under Section 110110.01, (B) rights of Holders to receive payment of principal of, premium, if any, and interest on such Securities Notes (but not the Purchase Price referred to under Section 1009 or 10169.07) and any rights of the Holders with respect to such amounts, (C) the rights, obligations and immunities of the Trustee under the this Indenture and (D) this Article Twelve11. Subject to compliance with this Article Twelve11, the 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 SecuritiesNotes. If the Issuer exercises its option under this Section 120211.02, (u) each Guarantor, if any, shall be released from all its obligations under its Note Guarantee. Upon the Issuer’s exercise under Section 11.01 of the option applicable to this Section 11.02, (v) all subordination provisions contained in Liens on the Parent Intercompany Note Collateral securing the Indebtedness evidenced by the Notes shall be released and the Parent Intercompany Note Subordination Agreement Security Documents shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed cease to be requirements to take or omit to take any action by Parent or any Restricted Subsidiaryof further effect.

Defeasance and Discharge. Upon the Issuer’s exercise under Section 1201 of the above option applicable to this Section 1202with respect to any Securities of or within a series, the Issuer and the Guarantors shall be deemed to have been discharged from their its obligations with respect to all such Outstanding Securities on the date the conditions set forth in Section 1204 12.4 are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Issuer shall be deemed to have paid and discharged the entire indebtedness represented by the such Outstanding Securities, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1205 12.5 and the other Sections of this Indenture referred to in clauses (A) and (B) below, and to have satisfied all their its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Issuer, 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 such Outstanding Securities to receive, solely from the trust fund described in Section 12.4 and as more fully set forth in such Section, payments in respect of the principal of and interest, if any, on such Securities when such payments are due, (B) the Issuer’s obligations with respect to such Securities under Section 2.3 of Appendix A Sections 2.8, 2.9, 2.11, 3.2 and Sections 303, 306, 307, 1002 3.4 and 1003 and the Issuer’s rights under Section 1101, (B) rights of Holders to receive payment of principal of, premium, if any, and interest on such Securities (but not the Purchase Price referred to under Section 1009 or 1016) and any rights of the Holders with respect to such amountsobligations as shall be ancillary thereto, (C) the rights, obligations powers, trusts, duties and immunities of the Trustee under hereunder including, without limitation, Section 5.6 and the Indenture penultimate paragraph of Section 12.5 and (D) this Article Twelve. Subject to compliance with this Article Twelve, the Issuer may exercise its option under this Section 1202 12.2 notwithstanding the prior exercise of its option under Section 1203 12.3 with respect to the such Securities. If the Issuer exercises its option under this Section 1202, (u) each Guarantor, if any, shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained in the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Parent or any Restricted Subsidiary.

Defeasance and Discharge. Upon the Issuer’s 's exercise under Section 1201 of the above option applicable to this Section 1202Section, each of the Issuer and the Guarantors Guarantor shall be deemed to have been discharged from their its respective obligations with respect to all the Outstanding Securities of such series and under the Guarantee in respect thereof, on the date the conditions set forth in Section 1204 11.4 are satisfied (hereinafter, “"defeasance”"). For this purpose, such defeasance means that the Issuer and the Guarantor shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities, which shall thereafter be deemed to be “Outstanding” only for Securities of such series and under the purposes of Section 1205 and the other Sections of this Indenture referred to Guarantee in clauses (A) and (B) belowrespect thereof, and to have satisfied all of their other respective obligations under such Securities Securities, the Guarantee in respect thereof and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the IssuerIssuer and the Guarantor, 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 Outstanding Securities of such series and under the Guarantee in respect thereof, to receive, solely from the trust fund described in Section 11.4 and as more fully set forth in such Section, payments in respect of the principal of and interest on such Securities when such payments are due, (b) the Issuer’s 's and the Guarantor's obligations with respect to such Securities under Section 2.3 of Appendix A Sections 2.10, 2.11, 2.13, 3.2 and Sections 303, 306, 307, 1002 and 1003 and the Issuer’s rights under Section 11013.3, (B) rights of Holders to receive payment of principal of, premium, if any, and interest on such Securities (but not the Purchase Price referred to under Section 1009 or 1016) and any rights of the Holders with respect to such amounts, (Cc) the rights, obligations powers, trusts, duties, and immunities of the Trustee under Sections 2.11, 2.12, 2.13, 4.3, 5.5 and Article 9, and otherwise the Indenture duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange and (Dd) this Article TwelveEleven. Subject to compliance with this Article TwelveEleven, the 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 Securities. If the Issuer exercises its option under this Section 1202, (u) each Guarantor, if any, shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained in the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Parent or any Restricted SubsidiarySecurities of such series.

Defeasance and Discharge. Upon the Issuer’s exercise under Section 1201 of the its option applicable to have this Section 1202applied to the Notes, the Issuer and the Guarantors shall be deemed to have been discharged from their respective obligations with respect to all Outstanding Securities hereunder as provided in this Section on and after the date the conditions set forth in Section 1204 1304 are satisfied (hereinafter, hereinafter called “defeasanceLegal Defeasance”). For this purpose, such defeasance Legal Defeasance means that the Issuer and the Guarantors shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities, 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, Guarantees and to have satisfied all their other respective obligations under such Securities and this the Indenture insofar as such Securities are concerned (and the Trustee, upon Issuer Request and at the expense of the Issuer, shall execute proper such instruments reasonably requested by the Issuer acknowledging the same), and the Indenture shall cease to be of further effect as to all Outstanding Notes and all Guarantees, except for as to the following following, which shall survive until otherwise terminated or discharged hereunder: (A1) the rights of Holders of the Notes to receive, solely from the trust fund described in Section 1304 and as more fully set forth in such Section, payments in respect of the principal of, and interest and premium, if any, on, the Notes when payments are due; (2) the Issuer’s obligations with respect to such Securities under Section 2.3 of Appendix A and Sections 303304, 305, 306, 3071002, 1002 and 1003 and the Issuer’s rights under Section 1101, 1004(a); (B) rights of Holders to receive payment of principal of, premium, if any, and interest on such Securities (but not the Purchase Price referred to under Section 1009 or 1016) and any rights of the Holders with respect to such amounts, (C3) the rights, obligations powers, trusts, duties and immunities of the Trustee under and the Indenture Collateral Agent hereunder and the obligations of the Issuer and the Guarantors in connection therewith; and (D4) this Article TwelveArticle. If the Issuer exercises its defeasance option pursuant to this Section 1302, the payment of the defeased Notes may not be accelerated pursuant to Section 502 because of an Event of Default. Subject to compliance with this Article TwelveArticle, the Issuer may exercise its option under (if any) to have this Section 1202 applied to the Notes notwithstanding the prior exercise of its option under (if any) to have Section 1203 with respect 1303 applied to the Securities. If the Issuer exercises its option under this Section 1202, (u) each Guarantor, if any, shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained in the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Parent or any Restricted SubsidiaryNotes.

Defeasance and Discharge. Upon the Issuer’s exercise under Section 1201 of the defeasance option specified in Section 10.3 applicable to this Section 120210.4 with respect to the Securities of or within a series, the Issuer and the Guarantors Guarantor shall be deemed to have been discharged from their respective obligations with respect to all Outstanding such Securities and any Coupons appertaining thereto and the related Guarantee on and after the date the conditions set forth in Section 1204 10.6 are satisfied (hereinafter, hereinafter “defeasance”). For this purpose, such defeasance means that the Issuer and the Guarantor shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any Coupons appertaining thereto and the Outstanding Securities, related Guarantee which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1205 10.7 and the other Sections of this Indenture referred to in clauses clause (A2) and (B) belowof this Section 10.4, and to have satisfied all of their other obligations under such Securities and any Coupons appertaining thereto and the related Guarantee and this Indenture insofar as such Securities and any Coupons appertaining thereto and the related Guarantee are concerned (and the Trustee, at the expense of the IssuerIssuer or the Guarantor, as applicable, shall on an Issuer Order or Guarantor Order execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A1) the Issuer’s obligations with respect to such Securities under Section 2.3 of Appendix A and Sections 303, 306, 307, 1002 and 1003 and the Issuer’s rights under Section 1101, (B) rights of Holders of such Securities and any Coupons appertaining thereto to receive payment receive, solely from the trust funds described in Section 10.6(1) and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest and Additional Amounts, if any, on such Securities or any Coupons appertaining thereto when such payments are due; (but not 2) the Purchase Price referred to under Section 1009 or 1016) Issuer and any rights of the Holders Guarantor’s obligations with respect to such amountsSecurities under Sections 2.8, 2.9, 3.2 and 3.3 and Article XIV and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 2.3; (C3) the rights, obligations powers, trusts, duties and immunities of the Trustee under the Indenture hereunder and (D4) this Article Twelve. X. Subject to compliance with this Article TwelveX, the Issuer or the Guarantor may exercise its the option under this Section 1202 10.4 notwithstanding the prior exercise of its the option under Section 1203 10.5 with respect to the Securitiessuch Securities and any Coupons appertaining thereto. If the Issuer exercises its option under this Section 1202Following a defeasance, (u) each Guarantor, if any, shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained in the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note payment of such Securities may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Parent or any Restricted Subsidiaryaccelerated because of an Event of Default.

Defeasance and Discharge. (a) Upon the Issuer’s exercise under Section 1201 8.01 of the option applicable to this Section 12028.02, the Issuer Issuer, the Parent and the Subsidiary Guarantors shall shall, subject to the satisfaction of the conditions set forth in Section 8.04, be deemed to have been discharged from their obligations with respect to the Indenture, all Outstanding Securities outstanding Notes and Guarantees on the date the conditions set forth in Section 1204 below are satisfied (hereinafter, “defeasanceDefeasance”). For this purpose, such defeasance Defeasance means that the Issuer shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the Outstanding Securitiesoutstanding Notes, which shall thereafter be deemed to be “Outstandingoutstanding” only for the purposes of Section 1205 8.05 and the other Sections of this Indenture referred to in clauses (A1) and through (B5) below, and to have satisfied all their of its other obligations under such Securities Notes and this Indenture insofar as such Securities are concerned Indenture, including that of the Parent and the Subsidiary Guarantors (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: : (A1) the rights of Holders to receive payments in respect of the principal of and premium, if any, and interest on the Notes when such payments are due; (2) the Issuer’s obligations with respect to such Securities under Section 2.3 the Notes concerning issuing temporary Notes, registration of Appendix A and Sections 303Notes, 306mutilated, 307destroyed, 1002 and 1003 lost or stolen Notes and the Issuer’s rights under Section 1101, maintenance of an office or agency for payment and money for security payments held in trust; (B) rights of Holders to receive payment of principal of, premium, if any, and interest on such Securities (but not the Purchase Price referred to under Section 1009 or 1016) and any rights of the Holders with respect to such amounts, (C3) the rights, obligations powers, trusts, duties and immunities of the Trustee under Trustee; (4) the Indenture and Issuer’s right of optional redemption pursuant to Section 3.07; and (D5) this Article Twelve. Section 8.02. (b) Following the Issuer’s exercise of its Defeasance option, payment of the Notes may not be accelerated because of an Event of Default. (c) Subject to compliance with this Article Twelve8, the Issuer may exercise its option under this Section 1202 8.02 notwithstanding the prior exercise of its option under Section 1203 with respect to the Securities. If the Issuer exercises its option under this Section 1202, (u) each Guarantor, if any, shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained in the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Parent or any Restricted Subsidiary8.03.

Defeasance and Discharge. Upon the Issuer’s exercise under Section 1201 of the its option applicable to have this Section 1202applied to the Notes of either series, the Issuer and the Guarantors shall be deemed to have been discharged from their respective obligations hereunder with respect to all Outstanding Securities such series of Notes as provided in this Section on and after the date the conditions set forth in Section 1204 1404 are satisfied (hereinafter, hereinafter called “defeasanceLegal Defeasance”). For this purpose, such defeasance Legal Defeasance means that the Issuer and the Guarantors shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities, 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, related Guarantees and to have satisfied all their other respective obligations under the Indenture with respect to such Securities and this Indenture insofar as such Securities are concerned Notes (and the Trustee, upon Issuer Request and at the expense of the Issuer, shall execute proper instruments acknowledging the same), and the Indenture shall cease to be of further effect as to all Outstanding Notes of that series and all related Guarantees, except for as to the following following, which shall survive until otherwise terminated or discharged hereunder: (A1) the rights of Holders of the Notes of that series to receive, solely from the trust fund described in Section 1404 and as more fully set forth in such Section, payments in respect of the principal of, and interest and premium, if any, on, the Notes when payments are due, (2) the Issuer’s obligations with respect to such Securities Notes under Sections 404, 405, 406, 1102, 1103 and 1104(a) and its obligations under Section 2.3 314(a) of Appendix A and Sections 303, 306, 307, 1002 and 1003 and the Issuer’s rights under Section 1101Trust Indenture Act, (B) rights of Holders to receive payment of principal of, premium, if any, and interest on such Securities (but not the Purchase Price referred to under Section 1009 or 1016) and any rights of the Holders with respect to such amounts, (C3) the rights, obligations powers, trusts, duties and immunities of the Trustee under hereunder and the Indenture obligations of the Issuer and the Guarantors in connection therewith and (D4) this Article TwelveArticle. If the Issuer exercises its defeasance option pursuant to this Section 1402, the payment of the defeased Notes may not be accelerated pursuant to Section 602 because of an Event of Default. Subject to compliance with this Article TwelveArticle, the Issuer may exercise its option under (if any) to have this Section 1202 applied to any Notes of a series notwithstanding the prior exercise of its option under (if any) to have Section 1203 with respect 1403 applied to the Securities. If the Issuer exercises its option under this Section 1202, (u) each Guarantor, if any, shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained in the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Parent or any Restricted SubsidiaryNotes of that series.

Defeasance and Discharge. Upon the Issuer’s exercise under Section 1201 8.01 of the option applicable to this Section 12028.02, the Issuer and the Guarantors shall be deemed to have been discharged from their obligations with respect to all Outstanding Securities the Notes on the date the conditions set forth in Section 1204 8.04 are satisfied (hereinafter, “defeasanceLegal Defeasance”). For this purpose, such defeasance Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the Outstanding 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 (A) and (B) below, outstanding Notes and to have satisfied all their other obligations under such Securities the Notes and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (Aa) the rights of Holders of outstanding Notes to receive, solely from the trust fund described in Section 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 from the trust fund described in Section 8.08, (b) the Issuer’s obligations with respect to such Securities under Section 2.3 the Notes concerning issuing temporary Notes, registration of Appendix A and Sections 303Notes, 306mutilated, 307destroyed, 1002 and 1003 lost or stolen Notes and the Issuer’s rights under Section 1101maintenance of an office or agency for payment and money for security payments held in trust, (B) rights of Holders to receive payment of principal of, premium, if any, and interest on such Securities (but not the Purchase Price referred to under Section 1009 or 1016) and any rights of the Holders with respect to such amounts, (Cc) the rights, obligations powers, trusts, duties and immunities of the Trustee under and the Indenture Security Agent hereunder and the Issuer’s and the Guarantors’ obligations in connection therewith and (Dd) the provisions of this Article TwelveEight. Subject to compliance with this Article TwelveEight, the Issuer may exercise its option under this Section 1202 8.02 notwithstanding the prior exercise of its option under Section 1203 8.03 below with respect to the SecuritiesNotes. If the Issuer exercises its option under this Section 1202Legal Defeasance option, (u) each Guarantor, if any, shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained in payment of the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note Notes may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Parent or any Restricted Subsidiaryaccelerated because of an Event of Default.

Defeasance and Discharge. Upon the Issuer’s exercise under Section 1201 11.01 of the option applicable to this Section 120211.02, the Issuer and the Guarantors shall be deemed to have been discharged from their obligations with respect to all Outstanding Securities on the date the conditions set forth in Section 1204 11.04 are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Issuer shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities, 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 to have satisfied all their other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (Aa) the Issuer’s obligations with respect to such Securities under Section 2.3 of Appendix A and Sections 3033.03, 3063.06, 3073.07, 1002 9.02 and 1003 9.03 and the Issuer’s rights under Section 110110.01, (Bb) rights of Holders to receive payment of principal of, premium, if any, and interest on such Securities (but not the Purchase Price referred to under Section 1009 or 10169.07) and any rights of the Holders with respect to such amounts, (Cc) the rights, obligations and immunities of the Trustee under the this Indenture and (Dd) this Article Twelve11. Subject to compliance with this Article Twelve11, the 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 Securities. If the Issuer exercises its option under this Section 120211.02, (uv) each Guarantor, if any, shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained in the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Loan Proceeds Note may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Loan Proceeds Note, (y) the Offering Loan Proceeds Note may be canceled and (z) all obligations to provide Offering Loan Proceeds Note Guarantees shall terminate and all references in the this Indenture to Offering Loan Proceeds Note Guarantees and Offering Loan Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Level 3 Parent or any Restricted Subsidiary. Upon the Issuer’s exercise under Section 11.01 of the option applicable to this Section 11.02, all Liens on the Collateral securing the Indebtedness evidenced by the Securities shall be released and the Note Collateral Documents shall cease to be of further effect.

Defeasance and Discharge. Upon the Issuer’s exercise under Section 1201 by the Issuer and the Guarantors of the above option applicable to this Section 1202with respect to any Securities of a series, the Issuer and the Guarantors shall each be deemed to have been discharged from their obligations with respect to all such Outstanding Securities on the date the conditions set forth in Section 1204 ‎14.04 are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Issuer and the Guarantors shall be deemed to have paid and discharged the entire indebtedness represented by the such Outstanding SecuritiesSecurities and Guarantees, respectively, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1205 ‎14.05 and the other Sections provisions of this Indenture referred to in clauses (A), (B), (C) and (BD) below, and to have satisfied all their other obligations under such Securities and Guarantees, respectively, and this Indenture insofar as such Securities and Guarantees are concerned (and the Trustee, at the expense of the Issuer, shall execute proper instruments prepared 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 such Outstanding Securities to receive, solely from the trust fund described in Section ‎14.04 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) and interest, if any, on such Securities when such payments are due, (B) the Issuer’s ’s, the Trustee’s, and, if applicable, the Guarantors’ obligations with respect to such Securities under Section 2.3 of Appendix A and Sections 303‎1.13, 306‎1.14, 307‎3.05, 1002 and 1003 and the Issuer’s rights under Section 1101‎3.06, (B) rights of Holders to receive payment of principal of‎10.02, premium‎10.03, if any, and interest on such Securities (but not the Purchase Price referred to under Section 1009 or 1016) ‎10.05 and any rights other applicable provisions of the Holders with respect to such amountsArticle ‎Eleven, (C) the rights, obligations powers, trusts, duties and immunities of the Trustee under the Indenture hereunder and (D) this Article Twelve‎Fourteen. Subject to compliance with this Article Twelve‎Fourteen, the Issuer and the Guarantors may exercise its option under this Section 1202 ‎14.02 notwithstanding the prior exercise of its the option under Section 1203 ‎14.03 with respect to the Securities. If the Issuer exercises its option under this Section 1202, (u) each Guarantor, if any, shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained in the Parent Intercompany Note such Securities and the Parent Intercompany Note Subordination Agreement shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note any related Guarantees, (w) the Offering Proceeds Note may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Parent or any Restricted Subsidiary.

Defeasance and Discharge. Upon the Issuer’s Publishing's exercise under Section 1201 4.01 of the option applicable to this Section 12024.02, the Issuer and the Guarantors Publishing shall be deemed to have been discharged from their its obligations with respect to all Outstanding the Defeased Securities on the date the conditions set forth in Section 1204 below are satisfied (hereinafter, “"defeasance”)") and each Guarantor shall be deemed to be discharged from its obligations with respect to its Guarantee relating to the Defeased Securities. For this purpose, such defeasance means that the Issuer Publishing shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Defeased Securities, 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 (Aa) and (Bb) below, and to have satisfied all their its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the IssuerPublishing and upon written request, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (Aa) the Issuer’s obligations with respect to such Securities under Section 2.3 of Appendix A and Sections 303, 306, 307, 1002 and 1003 and the Issuer’s rights under Section 1101, (B) rights of Holders of Defeased Securities to receive payment receive, solely from the trust fund described in Section 4.04 and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Securities when such payments are due, (but not the Purchase Price referred to under Section 1009 or 1016b) and any rights of the Holders Publishing's obligations with respect to such amountsDefeased Securities under Sections 3.04, 3.05, 3.06, 10.02 and 10.03, (Cc) the rights, obligations powers, trusts, duties, indemnities and immunities of the Trustee under the Indenture hereunder, and (Dd) this Article TwelveIV. Subject to compliance with this Article TwelveIV, the Issuer Publishing 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 Securities. If the Issuer exercises its option under this Section 1202, (u) each Guarantor, if any, shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained in the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Parent or any Restricted Subsidiary.73 - 63 -

Defeasance and Discharge. Upon the Issuer’s Company's exercise under Section 1201 of the option applicable to this Section 1202, the Issuer and the Guarantors Company shall be deemed to have been discharged from their its obligations with respect to all Outstanding Securities on the date the conditions set forth in Section 1204 are satisfied (hereinafter, “"defeasance”"). For this purpose, such defeasance means that the Issuer Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding 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 (A) and (B) below, and to have satisfied all their its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the Issuer’s Company's obligations with respect to such Securities under Section 2.3 of Appendix A and Sections 303304, 305, 306, 307, 1002 and 1003 and the Issuer’s Company's rights under Section 1101, (B) rights of Holders to receive payment of principal Accreted Value of, premium, if any, and interest on such Securities (but not the Purchase Price referred to under Section 1009 or 1016) and any rights of the Holders with respect to such amounts, (C) the rights, obligations and immunities of the Trustee under the Indenture and (D) this Article Twelve. Subject to compliance with this Article Twelve, the Issuer Company may exercise its option under this Section 1202 notwithstanding the prior exercise of its option under Section 1203 with respect to the Securities. If the Issuer Company exercises its option under this Section 1202, (u) each Guarantor, if any, shall be released from all its obligations under its Note Restricted Subsidiary Guarantee, (v) all subordination provisions contained in the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Parent or any Restricted Subsidiary.

Defeasance and Discharge. Upon the Issuer’s exercise under Section 1201 by the Issuer or each Guarantor of the above option applicable to this Section 1202with respect to any Securities of a series, the Issuer and the Guarantors such Guarantor shall each be deemed to have been discharged from their its obligations with respect to all such Outstanding Securities and any related coupons on the date the conditions set forth in Section 1204 1404 are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Issuer and the Guarantors shall be deemed to have paid and discharged the entire indebtedness represented by the such Outstanding SecuritiesSecurities and any related coupons and Guarantees, respectively, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1205 1405 and the other Sections provisions of this Indenture referred to in clauses (A), (B), (C) and (BD) below, and to have satisfied all their other obligations under such Securities and any related coupons and Guarantees, respectively, and this Indenture insofar as such Securities and any related coupons and Guarantees are concerned (and the TrusteeTrustees, at the expense of the Issuer, 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 such Outstanding Securities and any related coupons to receive, solely from the trust fund described in Section 1404 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) and interest, if any, on such Securities and any related coupons when such payments are due, (B) the Issuer’s ’s, the Trustees’ and the Guarantors’ obligations with respect to such Securities under Section 2.3 of Appendix A and Sections 303113, 114, 304, 305, 306, 307, 1002 and 1003 and the Issuer’s rights under Section 1101, (B) rights of Holders to receive payment of principal of, premium, if any, and interest on such Securities (but not the Purchase Price referred to under Section 1009 or 1016) and any rights applicable provisions of the Holders with respect to such amountsArticle Eleven), (C) the rights, obligations powers, trusts, duties and immunities of the Trustee under the Indenture Trustees hereunder and (D) this Article TwelveFourteen. Subject to compliance with this Article TwelveFourteen, the Issuer or any Guarantor may exercise its option under this Section 1202 1402 notwithstanding the prior exercise of its the option under Section 1203 1403 with respect to the Securities. If the Issuer exercises its option under this Section 1202, (u) each Guarantor, if any, shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained in the Parent Intercompany Note such Securities and the Parent Intercompany Note Subordination Agreement shall be deemed terminated as they relate to the Offering Proceeds Note any related coupons and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Parent or any Restricted Subsidiary.

Defeasance and Discharge. Upon the Issuer’s exercise under Section 1201 8.01 of the option applicable to this Section 12028.02, the Issuer and the Guarantors shall be deemed to have been discharged from their obligations with respect to all Outstanding Securities the outstanding Notes and Guarantees on the date the conditions set forth in Section 1204 8.04 are satisfied (hereinafter, “defeasanceLegal Defeasance”). For this purpose, such defeasance Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire indebtedness Debt represented by the Outstanding Securities, 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, Guarantees and to have satisfied all their its other obligations under such Securities the Notes and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: : (Aa) the Issuer’s obligations with respect to such Securities under Section 2.3 of Appendix A and Sections 303, 306, 307, 1002 and 1003 and the Issuer’s rights under Section 1101, (B) rights of Holders of outstanding Notes to receive payment receive, solely from the trust fund described in Section 8.08 and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Securities Notes when such payments are due, (but not b) the Purchase Price referred to under Section 1009 or 1016) and any rights of the Holders Issuer’s obligations with respect to such amounts, the Notes under Article Two and Section 4.02 hereof, (Cc) the rights, obligations powers, trusts, duties and immunities of the Trustee under and the Indenture obligations of the Issuer and the Guarantors in connection therewith; and (Dd) this Article TwelveEight. Subject to compliance with this Article TwelveEight, the Issuer may exercise its option under this Section 1202 8.02 notwithstanding the prior exercise of its option under Section 1203 8.03 below with respect to the SecuritiesNotes. If the Issuer exercises its option under this Section 1202Legal Defeasance option, (u) payment of the Notes may not be accelerated because of an Event of Default. If the Issuer exercises its Legal Defeasance option, each Guarantor, if any, shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained in the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement Trustee shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Parent or any Restricted Subsidiaryexecute a release of such Guarantee.

Defeasance and Discharge. (a) Upon the Issuer’s exercise under Section 1201 SECTION 8.1 hereof of the option applicable to this Section 1202SECTION 8.2, the Issuer and shall, subject to the Guarantors shall satisfaction of the conditions set forth in SECTION 8.4 hereof, be deemed to have been discharged from their its obligations with respect to all Outstanding Securities outstanding Notes on the date the conditions set forth in Section 1204 below are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Issuer shall be deemed to have paid and discharged the entire indebtedness Debt represented by the Outstanding Securitiesoutstanding Notes, which shall thereafter be deemed to be “Outstandingoutstanding” only for the purposes of Section 1205 SECTION 8.5 hereof and the other Sections of this Indenture referred to in clauses (Aa) and (Bb) below, and to have satisfied all their of its other obligations under such Securities Notes and this Indenture insofar as such Securities are concerned (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (Aa) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium, if any, and interest, if any, on such Notes when such payments are due from the trust referred to in SECTION 8.4(1); (b) the Issuer’s obligations with respect to such Securities Notes under Section 2.3 Sections 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.10 and 4.2 hereof; (c) the rights, powers, trusts, benefits and immunities of Appendix A the Trustee, including without limitation thereunder, under SECTION 7.7, 8.5 and Sections 303, 306, 307, 1002 and 1003 8.7 hereof and the Issuer’s 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 Issuer may exercise its option under Section 1101this SECTION 8.2 notwithstanding the prior exercise of its option under SECTION 8.3 hereof. (b) The Issuer and the Guarantors may terminate their respective obligations under the Indenture (a “Discharge”) when: (1) either: (A) all Notes that have been authenticated and delivered have been delivered to the Trustee for cancellation, or (B) rights 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 under irrevocable arrangements satisfactory to the Trustee for the giving of Holders 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 receive payment of be deposited with the Trustee immediately available funds or U.S. Government Obligations 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 Issuer has paid or caused to be paid all other sums then due and payable under this Indenture by the Issuer; (3) the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (4) 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 (5) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent under this Indenture relating to the Discharge have been complied with. (c) The Issuer may elect, at its option, to have its obligations discharged with respect to the outstanding Notes (“legal defeasance”). Such defeasance means that the Issuer will be deemed to have paid and discharged the entire indebtedness represented by the outstanding Notes, except for: (1) the rights of Holders of such Notes to receive payments in respect of the principal of and any premium and interest on such Securities Notes when payments are due, (but not 2) the Purchase Price referred to under Section 1009 or 1016) and any rights of the Holders Issuer’s obligations with respect to such amountsNotes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust, (C3) the rights, obligations powers, trusts, duties and immunities of the Trustee under Trustee, (4) the Indenture and Company’s right of optional redemption, and (D5) the legal defeasance provisions of this Article Twelve. Subject to compliance with this Article Twelve, the Issuer may exercise its option under this Section 1202 notwithstanding the prior exercise of its option under Section 1203 with respect to the Securities. Indenture. (d) If the Issuer exercises its option under this Section 1202legal defeasance option, (u) each Guarantor, if any, shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained the Subsidiary Guarantees in the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Parent or any Restricted Subsidiaryeffect at such time will terminate.

Defeasance and Discharge. Upon the Issuer’s exercise under Section 1201 11.01 of the option applicable to this Section 120211.02, the Issuer and the Guarantors shall be deemed to have been discharged from their obligations with respect to all Outstanding Securities Notes on the date the conditions set forth in Section 1204 11.04 are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Issuer shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding SecuritiesNotes, 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 (A) and (B) below, and to have satisfied all their other obligations under such Securities Notes and this Indenture insofar as such Securities Notes are concerned (and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the Issuer’s obligations with respect to such Securities Notes under Section 2.3 of Appendix A and Sections 3033.03, 3063.06, 3073.07, 1002 9.02 and 1003 9.03 and the Issuer’s rights under Section 110110.01, (B) rights of Holders to receive payment of principal of, premium, if any, and interest on such Securities Notes (but not the Purchase Price referred to under Section 1009 or 10169.17) and any rights of the Holders with respect to such amounts, (C) the rights, obligations and immunities of the Trustee under the this Indenture and (D) this Article Twelve11. Subject to compliance with this Article Twelve11, the 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 SecuritiesNotes. If the Issuer exercises its option under this Section 120211.02, (u) each Guarantor, if any, shall be released from all its obligations under its Note Guarantee. Upon the Issuer’s exercise under Section 11.01 of the option applicable to this Section 11.02, (v) all subordination provisions contained in Liens on the Parent Intercompany Note Collateral securing the Indebtedness evidenced by the Notes shall be released and the Parent Intercompany Note Subordination Agreement Security Documents shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed cease to be requirements to take or omit to take any action by Parent or any Restricted Subsidiaryof further effect.

Defeasance and Discharge. Upon the IssuerCompany’s exercise under Section 1201 of the option applicable to this Section 1202, the Issuer 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 all Outstanding Securities the Subsidiary Guarantees on the date the relevant conditions set forth in Section 1204 are satisfied (hereinafter, “defeasanceDefeasance”). For this purpose, such defeasance Defeasance means that the Issuer Company shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the Outstanding SecuritiesDefeased 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 (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 Securities Notes, such Subsidiary Guarantees and this Indenture insofar as such Securities Notes are concerned (and the Trustee, at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), except for the following following, which shall survive until otherwise terminated or discharged hereunder: (Aa) the Issuerrights 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 (and premium, if any) and interest on such Notes when such payments are due, (b) the Company’s obligations with respect to such Securities Defeased Notes under Section 2.3 of Appendix A and Sections 303304, 305, 306, 307402, 1002 and 1003 and the Issuer’s rights under Section 1101403, (B) rights of Holders to receive payment of principal of, premium, if any, and interest on such Securities (but not the Purchase Price referred to under Section 1009 or 1016) and any rights of the Holders with respect to such amounts, (Cc) the rights, obligations powers, trusts, duties and immunities of the Trustee hereunder, including the Trustee’s rights (and the Company’s obligations) under the Indenture Section 707, and (Dd) this Article TwelveXII. 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 TwelveXII, the Issuer may 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 Securities. If the Issuer exercises its option under this Section 1202, (u) each Guarantor, if any, shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained in the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Parent or any Restricted SubsidiaryNotes.

Defeasance and Discharge. Upon the IssuerIssuers’ or the Parent Guarantor’s exercise under Section 1201 8.01 of the option applicable to this Section 12028.02, the Issuer Issuers, the Parent Guarantor and the Subsidiary Guarantors shall be deemed to have been discharged from their obligations with respect to all Outstanding Securities the applicable Notes on the date the conditions set forth in Section 1204 8.04 are satisfied (hereinafter, “legal defeasance”). For this purpose, such legal defeasance means that the Issuer Issuers shall be deemed to have paid and discharged the entire indebtedness Debt represented by the Outstanding 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 (A) and (B) below, applicable outstanding Notes and to have satisfied all their other obligations under such Securities the applicable Notes and this Indenture insofar as with respect to such Securities are concerned Notes (and the Trustee, at the expense of the IssuerIssuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: : (Aa) the Issuer’s obligations with respect to such Securities under Section 2.3 of Appendix A and Sections 303, 306, 307, 1002 and 1003 and the Issuer’s rights under Section 1101, (B) rights of Holders of outstanding Notes to receive payment receive, solely from the trust fund described in Section 8.08 and as more fully set forth in such Section, payments in respect of the principal of, of (and premium, if any, on) and interest on such Securities (but not the Purchase Price referred to under Section 1009 or 1016) and any rights of the Holders with respect to Notes when such amountspayments are due, (Cb) the provisions set forth at Section 8.06 below, (c) the rights, obligations powers, trusts, duties and immunities of the Trustee under hereunder and the Indenture Issuers’ and the Guarantors’ obligations in connection therewith and (Dd) this Article TwelveSection 8.02. Subject to compliance with this Article TwelveEight, the Issuer Issuers and the Parent Guarantor may exercise its their option under this Section 1202 8.02 notwithstanding the prior exercise of its their option under Section 1203 8.03 below with respect to the Securitiesapplicable Notes. If the Issuer Issuers or the Parent Guarantor exercises its option under this Section 1202their legal defeasance option, (u) payment of the applicable Notes may not be accelerated because of an Event of Default. If the Issuers exercise their legal defeasance option, each Guarantor, if any, shall be released from all its obligations under its Note GuaranteeGuarantee with respect to the applicable Notes, (v) all subordination provisions contained in the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement Trustee shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Parent or any Restricted Subsidiaryexecute a release of such Guarantee.

Defeasance and Discharge. Upon the Issuer’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 Issuer and the Guarantors shall be deemed to have been discharged from their its obligations with respect to all such Outstanding Securities on the date the conditions set forth in Section 1204 1404 are satisfied (hereinafter, “"defeasance”"). For this purpose, such defeasance means that the Issuer shall be deemed to have paid and discharged the entire indebtedness represented by the such 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 (A) and (B) below, and to have satisfied all their of its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Issuer, shall execute proper instruments prepared 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 such Outstanding Securities receive, solely from the trust fund described in Section 1404 and as more fully set forth in such Section, payments in respect of the principal of (and premium or Make-Whole Amount, if any) and interest and Additional Amounts, if any, on such Securities when such payments are due and any right of such Holder to exchange such Securities for other Securities, (B) the Issuer’s 's obligations with respect to such Securities under Section 2.3 of Appendix A and Sections 303305, 306, 307, 1002 and 1003 and with respect to the Issuer’s rights under Section 1101, (B) rights of Holders to receive payment of principal of, premiumAdditional Amounts, if any, and interest on such Securities as contemplated by Section 1012 (but not only to the Purchase Price referred to under Section 1009 or 1016) and any rights of extent that the Holders Additional Amounts payable with respect to such amountsSecurities exceed the amount deposited in respect of such Additional Amounts pursuant to Section 1404 below), (C) the rights, obligations powers, trusts, duties and immunities of the Trustee under the Indenture hereunder and (D) this Article TwelveArticle. Subject to compliance with this Article TwelveFourteen, the Issuer may exercise its option under this -62- 70 Section 1202 notwithstanding the prior exercise of its option under Section 1203 1403 with respect to the such Securities. If the Issuer exercises its option under this Section 1202, (u) each Guarantor, if any, shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained in the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Parent or any Restricted Subsidiary.

Defeasance and Discharge. Upon the Issuer’s 's or the Company's exercise under Section 1201 401 of the option applicable to this Section 1202402, the Issuer Issuer, each Guarantor and any other obligor upon the Guarantors Securities, if any, shall be deemed to have been discharged from their its obligations with respect to all Outstanding the Defeased Securities on the date the conditions set forth in Section 1204 404 below are satisfied (hereinafter, “"defeasance”"). For this purpose, such defeasance means that the Issuer Issuer, each Guarantor and any other obligor upon the Securities shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the Outstanding Defeased Securities, which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 1205 406 and the other Sections of this Indenture referred to in clauses (Aa) and (Bb) below, and to have satisfied all their its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the IssuerIssuer and upon Issuer Request, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (Aa) the Issuer’s obligations with respect to such Securities under Section 2.3 of Appendix A and Sections 303, 306, 307, 1002 and 1003 and the Issuer’s rights under Section 1101, (B) rights of Holders of Defeased Securities to receive payment receive, solely from the trust fund described in Section 404 and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, any Additional Amounts and interest on on, such Securities Securities, when such payments are due, (but not b) the Purchase Price referred to under Section 1009 or 1016) and any rights of the Holders Issuer's obligations with respect to such amountsDefeased Securities under Sections 304, 305, 308, 1002 and 1003, (Cc) the rights, obligations powers, trusts, duties and immunities of the Trustee hereunder, including, without limitation, the Trustee's rights under the Indenture Section 607, and (Dd) this Article TwelveFour. Subject to compliance with this Article TwelveFour, the Issuer may exercise its option under this Section 1202 402 notwithstanding the prior exercise of its option under Section 1203 403 with respect to the Securities. If the Issuer exercises its option under this Section 1202, (u) each Guarantor, if any, shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained in the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Parent or any Restricted Subsidiary.

Defeasance and Discharge. Upon the relevant Issuer’s or the Guarantor’s exercise under of its option (if any) to have this Section 1201 applied to any Securities or any series of Securities, as the case may be, each of the option applicable to this Section 1202, the relevant Issuer and the Guarantors Guarantor shall be deemed to have been discharged from their its obligations with respect to all Outstanding such Securities as provided in this Section on and after the date the conditions set forth in Section 1204 1304 are satisfied (hereinafter, hereinafter called “defeasanceDefeasance”). For this purpose, such defeasance Defeasance means that the relevant Issuer and the Guarantor shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding 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 (A) and (B) below, such Securities and to have satisfied all their its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Issuerrelevant Issuer or the Guarantor, 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 such Securities to receive, solely from the trust fund described in Section 1304 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, (2) the relevant Issuer’s or the Guarantor’s obligations with respect to such Securities under Section 2.3 of Appendix A and Sections 303304, 305, 306, 307, 1002 and 1003 and the Issuer’s rights under Section 11011003, (B) rights of Holders to receive payment of principal of, premium, if any, and interest on such Securities (but not the Purchase Price referred to under Section 1009 or 1016) and any rights of the Holders with respect to such amounts, (C3) the rights, obligations powers, trusts, duties and immunities of the Trustee under the Indenture hereunder and (D4) this Article TwelveArticle. Subject to compliance with this Article TwelveArticle, the relevant Issuer and the Guarantor may exercise its their option under (if any) to have this Section 1202 applied to any Securities notwithstanding the prior exercise of its option under Section 1203 with respect to the Securities. If the Issuer exercises its option under this Section 1202, (u) each Guarantor, if any, shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained in the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note may be prepaid in whole or in part, (x) no entity shall be obligated have Section 1303 applied to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Parent or any Restricted Subsidiarysuch Securities.

Defeasance and Discharge. Upon the Issuer’s exercise under Section 1201 by the Issuer and the Guarantors of the above option applicable to this Section 1202with respect to any Securities of a series, the Issuer and the Guarantors shall each be deemed to have been discharged from their obligations with respect to all such Outstanding Securities on the date the conditions set forth in Section 1204 14.04 are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Issuer and the Guarantors shall be deemed to have paid and discharged the entire indebtedness represented by the such Outstanding SecuritiesSecurities and Guarantees, respectively, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1205 14.05 and the other Sections provisions of this Indenture referred to in clauses (A), (B), (C) and (BD) below, and to have satisfied all their other obligations under such Securities and Guarantees, respectively, and this Indenture insofar as such Securities and Guarantees are concerned (and the Trustee, at the expense of the Issuer, shall execute proper instruments prepared 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 such Outstanding Securities to receive, solely from the trust fund described in Section 14.04 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) and interest, if any, on such Securities when such payments are due, (B) the Issuer’s ’s, the Trustee’s, and, if applicable, the Guarantors’ obligations with respect to such Securities under Section 2.3 of Appendix A Sections 1.13, 1.14, 3.05, 3.06, 10.02, 10.03, 10.05 and Sections 303, 306, 307, 1002 and 1003 and the Issuer’s rights under Section 1101, 11.08 (B) rights of Holders to receive payment of principal of, premium, if any, and interest on such Securities (but not the Purchase Price referred to under Section 1009 or 1016) and any rights other applicable provisions of the Holders with respect to such amountsArticle Eleven), (C) the rights, obligations powers, trusts, duties and immunities of the Trustee under the Indenture hereunder and (D) this Article TwelveFourteen. Subject to compliance with this Article TwelveFourteen, the Issuer and the Guarantors may exercise its option under this Section 1202 14.02 notwithstanding the prior exercise of its the option under Section 1203 14.03 with respect to the Securities. If the Issuer exercises its option under this Section 1202, (u) each Guarantor, if any, shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained in the Parent Intercompany Note such Securities and the Parent Intercompany Note Subordination Agreement shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note any related Guarantees, (w) the Offering Proceeds Note may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Parent or any Restricted Subsidiary.

Defeasance and Discharge. Upon the Issuer’s exercise under Section 1201 8.01 of the option applicable to this Section 12028.02, the Issuer and the Guarantors shall be deemed to have been discharged from their obligations with respect to all Outstanding Securities the Notes on the date the conditions set forth in Section 1204 8.04 are satisfied (hereinafter, “defeasanceLegal Defeasance”). For this purpose, such defeasance Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire indebtedness Debt represented by the Outstanding 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 (A) and (B) below, outstanding Notes and to have satisfied all their its other obligations under such Securities the Notes and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (Aa) the Issuer’s obligations with respect to such Securities under Section 2.3 of Appendix A and Sections 303, 306, 307, 1002 and 1003 and the Issuer’s rights under Section 1101, (B) rights of Holders of outstanding Notes to receive payment receive, solely from the trust fund described in Section 8.08 and as more fully set forth in such Section, payments in respect of the principal of, of (and premium, if any, on) and interest on such Securities (but not the Purchase Price referred to under Section 1009 or 1016) and any rights of the Holders with respect to Notes when such amountspayments are due, (Cb) the provisions set forth at Section 8.06 below, (c) the rights, obligations powers, trusts, duties and immunities of the Trustee under hereunder and the Indenture Issuer’s obligations in connection therewith and (Dd) this Article TwelveSection 8.02. Subject to compliance with this Article Twelve8, the Issuer may exercise its option under this Section 1202 8.02 notwithstanding the prior exercise of its option under Section 1203 8.03 below with respect to the SecuritiesNotes. If the Issuer exercises its option under this Section 1202Legal Defeasance option, (u) payment of the Notes may not be accelerated because of an Event of Default. If the Issuer exercises its Legal Defeasance option, each Guarantor, if any, Guarantor shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained in the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement Trustee shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Parent or any Restricted Subsidiaryexecute a release of such Guarantee.

Defeasance and Discharge. (a) Upon the Issuer’s Issuers’ exercise under Section 1201 8.1 hereof of the option applicable to this Section 12028.2, the Issuer and Issuers shall, subject to the Guarantors shall satisfaction of the conditions set forth in Section 8.4 hereof, be deemed to have been discharged from their obligations with respect to all Outstanding Securities outstanding Notes and the Security Documents on the date the conditions set forth in Section 1204 below are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Issuer Issuers shall be deemed to have paid and discharged the entire indebtedness Debt represented by the Outstanding Securitiesoutstanding Notes, which shall thereafter be deemed to be “Outstandingoutstanding” only for the purposes of Section 1205 and 8.5, except for: (1) the other Sections rights of this Indenture referred Holders of such Notes to receive payments in clauses (A) and (B) below, and to have satisfied all their other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense respect of the Issuerprincipal of and any premium, shall execute proper instruments acknowledging the same)interest and Additional Amounts, except for the following which shall survive until otherwise terminated or discharged hereunder: if any, on such Notes when payments are due, (A2) the Issuer’s Issuers’ obligations with respect to such Securities Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust, (3) the rights, powers, trusts, duties and immunities of the Trustee, (4) the Issuers’ right of optional redemption, and (5) the defeasance provisions of this Indenture. 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 2.3 of Appendix A and Sections 303, 306, 307, 1002 and 1003 8.3 hereof. (b) The Issuers and the Issuer’s rights Guarantors may terminate the obligations under Section 1101this Indenture when: (1) either: (A) all Notes theretofore authenticated and delivered have been delivered to the Trustee for cancellation, or (B) rights 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 for the giving of Holders notice of redemption by the Trustee in the name, and at the expense, of the Issuers, and the Issuers have irrevocably deposited or caused to receive payment of 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 on such Securities to the Stated Maturity or date of redemption; (but not the Purchase Price referred to under Section 1009 or 1016) and any rights of the Holders with respect to such amounts, (C2) the rightsIssuers 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, obligations and immunities 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 Indenture deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be; and (5) the Issuers have delivered to the Trustee an Officers’ Certificate and (D) this Article Twelve. Subject an Opinion of Counsel reasonably acceptable to compliance with this Article Twelvethe Trustee, the Issuer may exercise its option each stating that all conditions precedent under this Section 1202 notwithstanding the prior exercise of its option under Section 1203 with respect Indenture relating to the Securities. If the Issuer exercises its option under this Section 1202, (u) each Guarantor, if any, shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained in the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Parent or any Restricted SubsidiaryDischarge have been complied with.

Defeasance and Discharge. Upon the Issuer’s exercise under Section 1201 8.01 of the option applicable to this Section 12028.02, the Issuer and the Guarantors shall be deemed to have been discharged from their obligations with respect to all Outstanding Securities the Notes on the date the conditions set forth in Section 1204 8.04 are satisfied (hereinafter, “defeasanceLegal Defeasance”). For this purpose, such defeasance Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire indebtedness Debt represented by the Outstanding 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 (A) and (B) below, outstanding Notes and to have satisfied all their its other obligations under such Securities the Notes and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (Aa) the Issuer’s obligations with respect to such Securities under Section 2.3 of Appendix A and Sections 303, 306, 307, 1002 and 1003 and the Issuer’s rights under Section 1101, (B) rights of Holders of outstanding Notes to receive payment receive, solely from the trust fund described in Section 8.08 and as more fully set forth in such Section, payments in respect of the principal of, of (and premium, if any, on) and interest on such Securities (but not the Purchase Price referred to under Section 1009 or 1016) and any rights of the Holders with respect to Notes when such amountspayments are due, (Cb) the provisions set forth at Section 8.06 below, (c) the rights, obligations powers, trusts, duties and immunities of the Trustee under hereunder and the Indenture Issuer’s and the Guarantors’ obligations in connection therewith and (Dd) this Article TwelveSection 8.02. Subject to compliance with this Article TwelveEight, the Issuer may exercise its option under this Section 1202 8.02 notwithstanding the prior exercise of its option under Section 1203 8.03 below with respect to the SecuritiesNotes. If the Issuer exercises its option under this Section 1202Legal Defeasance option, (u) payment of the Notes may not be accelerated because of an Event of Default. If the Issuer exercises its Legal Defeasance option, each Guarantor, if any, shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained in the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement Trustee shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Parent or any Restricted Subsidiaryexecute a release of such Guarantee.

Defeasance and Discharge. Upon the Issuer’s or the Parent Guarantor’s exercise under Section 1201 8.01 of the option applicable to this Section 12028.02, the Issuer shall be deemed to have been discharged from its obligations with respect to the Notes and the Guarantors shall be deemed to have been discharged from their obligations with respect to all Outstanding Securities the Guarantees on the date the conditions set forth in Section 1204 8.04 are satisfied (hereinafter, “legal defeasance”). For this purpose, such legal defeasance means that the Issuer and the Guarantors shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities, which shall thereafter be deemed to be “Outstanding” only for Notes or the purposes of Section 1205 and Guarantees (as the other Sections of this Indenture referred to in clauses (Acase may be) and (B) below, and to have satisfied all their other obligations under such Securities the Notes, the Guarantees and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: discharged (Aa) the Issuer’s obligations with respect to such Securities under Section 2.3 of Appendix A and Sections 303, 306, 307, 1002 and 1003 and the Issuer’s rights under Section 1101, (B) rights of Holders of Notes to receive payment receive, solely from the trust fund described in Section 8.08 and as more fully set forth in such Section, payments in respect of the principal of, of (and premium, if any, on) and interest on such Securities (but not the Purchase Price referred to under Section 1009 or 1016) and any rights of the Holders with respect to Notes when such amountspayments are due, (Cb) the provisions set forth at Section 8.06 below, (c) the rights, obligations powers, trusts, duties and immunities of the Trustee under hereunder and the Indenture Issuer’s and the Guarantors’ obligations in connection therewith, and (Dd) this Article Twelvethe provisions of Section 8.04. Subject to compliance with this Article TwelveEight, the Issuer or the Parent Guarantor may exercise its their respective option under this Section 1202 8.02 notwithstanding the prior exercise of its their option under Section 1203 8.03 below with respect to the SecuritiesNotes or the Guarantees (as the case may be). If any of the Issuer exercises its option under this Section 1202, (u) each Guarantor, if any, shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained in or the Parent Intercompany Note and Guarantor exercises their respective legal defeasance option, payment of the Parent Intercompany Note Subordination Agreement shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note Notes may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Parent or any Restricted Subsidiaryaccelerated because of an Event of Default.

Defeasance and Discharge. Upon the Issuer’s exercise under Section 1201 8.01 of the option applicable to this Section 12028.02, the Issuer and the Guarantors shall be deemed to have been discharged from their obligations with respect to all Outstanding Securities the Notes on the date the conditions set forth in Section 1204 8.04 are satisfied (hereinafter, “defeasanceLegal Defeasance”). For this purpose, such defeasance Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the Outstanding 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 (A) and (B) below, outstanding Notes and to have satisfied all their other obligations under such Securities the Notes and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (Aa) the rights of Holders of outstanding Notes to receive, solely from the trust fund described in Section 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 from the trust referred to in Section 8.08, (b) the Issuer’s obligations with respect to such Securities under Section 2.3 the Notes concerning issuing temporary Notes, registration of Appendix A and Sections 303Notes, 306mutilated, 307destroyed, 1002 and 1003 lost or stolen Notes and the Issuer’s rights under Section 1101maintenance of an office or agency for payment and money for security payments held in trust, (B) rights of Holders to receive payment of principal of, premium, if any, and interest on such Securities (but not the Purchase Price referred to under Section 1009 or 1016) and any rights of the Holders with respect to such amounts, (Cc) the rights, obligations powers, trusts, duties and immunities of the Trustee under hereunder and the Indenture Issuer’s and the Guarantors’ obligations in connection therewith and (Dd) the provisions of this Article TwelveEight. Subject to compliance with this Article TwelveEight, the Issuer may exercise its option under this Section 1202 8.02 notwithstanding the prior exercise of its option under Section 1203 8.03 below with respect to the SecuritiesNotes. If the Issuer exercises its option under this Section 1202Legal Defeasance option, (u) each Guarantor, if any, shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained in payment of the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note Notes may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Parent or any Restricted Subsidiaryaccelerated because of an Event of Default.

Defeasance and Discharge. Upon the Issuer’s exercise under Section 1201 ‎‎Section 8.01 of the option applicable to this Section 1202‎‎Section 8.02, the Issuer and the Guarantors shall be deemed to have been discharged from their obligations with respect to all Outstanding Securities the Notes on the date the conditions set forth in Section 1204 ‎‎Section 8.04 are satisfied (hereinafter, “defeasanceLegal Defeasance”). For this purpose, such defeasance Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the Outstanding 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 (A) and (B) below, outstanding Notes and to have satisfied all their of its other obligations under such Securities the Notes and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (Aa) the rights of Holders of outstanding Notes to receive, solely from the trust fund described in ‎‎Section 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 Issuer’s obligations with respect to such Securities under Section 2.3 the Notes concerning issuing temporary Notes, registration of Appendix A and Sections 303Notes, 306mutilated, 307destroyed, 1002 and 1003 lost or stolen Notes and the Issuer’s rights under Section 1101maintenance of an office or agency for payment and money for security payments held in trust, (B) rights of Holders to receive payment of principal of, premium, if any, and interest on such Securities (but not the Purchase Price referred to under Section 1009 or 1016) and any rights of the Holders with respect to such amounts, (Cc) the rights, obligations powers, trusts, duties and immunities of the Trustee under hereunder and the Indenture Issuer’s and the Guarantors’ obligations in connection therewith and (Dd) the provisions of this Article Twelve‎‎Article Eight. Subject to compliance with this Article Twelve‎‎Article Eight, the Issuer may exercise its option under this Section 1202 ‎‎Section 8.02 notwithstanding the prior exercise of its option under Section 1203 ‎‎Section 8.03 below with respect to the SecuritiesNotes. If the Issuer exercises its option under this Section 1202Legal Defeasance option, (u) each Guarantor, if any, shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained in payment of the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note Notes may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Parent or any Restricted Subsidiaryaccelerated because of an Event of Default.

Defeasance and Discharge. Upon the IssuerCompany’s exercise under Section 1201 8.01 hereof of the option applicable to this Section 12028.02, the Issuer Company and each of the Guarantors shall Guarantors, if any, will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all Outstanding Securities outstanding Notes (including the Note Guarantees) on the date the conditions set forth in Section 1204 below are satisfied (hereinafter, “defeasanceDefeasance”). For this purpose, such defeasance Defeasance means that the Issuer shall Company and the Guarantors, if any, will be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the Outstanding Securitiesoutstanding Notes (including the Note Guarantees), which shall will thereafter be deemed to be “Outstandingoutstanding” only for the purposes of Section 1205 9.02 hereof and the other Sections of this Indenture referred to in clauses (A1) and (B2) below, and to have satisfied all their other obligations under such Securities Notes, the Note Guarantees and this Indenture insofar as such Securities are concerned (and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), except for the following provisions which shall will survive until otherwise terminated or discharged hereunder: : (A1) the Issuerrights of Holders of outstanding Notes to receive payments in respect of the principal of, premium on, if any, and interest, if any, on, such Notes when such payments are due from the trust referred to in Section 8.04 hereof; (2) the Company’s obligations with respect to such Securities Notes under Section 2.3 of Appendix A Sections 2.06, 2.07 and Sections 303, 306, 307, 1002 and 1003 and the Issuer’s rights under Section 1101, 4.02 hereof; (B) rights of Holders to receive payment of principal of, premium, if any, and interest on such Securities (but not the Purchase Price referred to under Section 1009 or 1016) and any rights of the Holders with respect to such amounts, (C3) the rights, obligations powers, trusts, duties and immunities of the Trustee under hereunder and the Indenture Company’s and the Guarantors’, if any, obligations in connection therewith (Dincluding, without limitation, those contained in Article 7 hereof); and (4) this Article Twelve8. Subject to compliance with this Article Twelve8, the Issuer Company may exercise its option under this Section 1202 8.02 notwithstanding the prior exercise of its their option under Section 1203 with respect 8.03 hereof. Notwithstanding anything to the Securities. If contrary contained herein, the Issuer exercises its option under this Section 1202, (u) each Guarantor, if any, shall be released from all its Company’s and the Guarantors’ obligations under its Note Guarantee, (v) all subordination provisions contained in the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement Section 7.07 shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Parent or any Restricted Subsidiarysurvive a Defeasance.

Defeasance and Discharge. Upon the Issuer’s 's exercise under Section 1201 of the option applicable to this Section 1202, the Issuer and the Guarantors shall be deemed to have been discharged from their obligations with respect to all Outstanding Securities on the date the conditions set forth in Section 1204 are satisfied (hereinafter, “"defeasance”"). For this purpose, such defeasance means that the Issuer shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding 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 (A) and (B) below, and to have satisfied all their other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the Issuer’s 's obligations with respect to such Securities under Section 2.3 of Appendix A and Sections 303, 306, 307, 1002 and 1003 and the Issuer’s 's rights under Section 1101, (B) rights of Holders to receive payment of principal of, premium, if any, and interest on such Securities (but not the Purchase Price referred to under Section 1009 or 1016) and any rights of the Holders with respect to such amounts, (C) the rights, obligations and immunities of the Trustee under the Indenture and (D) this Article Twelve. Subject to compliance with this Article Twelve, the Issuer may exercise its option under this Section 1202 notwithstanding the prior exercise of its option under Section 1203 with respect to the Securities. If the Issuer exercises its option under this Section 1202, (u) each Guarantor, if any, shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained in the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Parent or any Restricted Subsidiary.

Defeasance and Discharge. Upon the Issuer’s exercise under Section 1201 1101 of the option applicable to this Section 12021102, the Issuer and the Guarantors shall be deemed to have been discharged from their obligations with respect to all Outstanding Securities Notes on the date the conditions set forth in Section 1204 1104 are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Issuer shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding SecuritiesNotes, 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 (A) and (B) below, and to have satisfied all their other obligations under such Securities Notes and this Indenture insofar as such Securities Notes are concerned (and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the Issuer’s obligations with respect to such Securities Notes under Section 2.3 of Appendix A and Sections 303, 306, 307, 1002 902 and 1003 903 and the Issuer’s rights under Section 11011001, (B) rights of Holders to receive payment of principal of, premium, if any, and interest on such Securities Notes (but not the Purchase Price referred to under Section 1009 or 1016907) and any rights of the Holders with respect to such amounts, (C) the rights, obligations and immunities of the Trustee under the this Indenture and (D) this Article TwelveEleven. Subject to compliance with this Article TwelveEleven, the Issuer may exercise its option under this Section 1202 1102 notwithstanding the prior exercise of its option under Section 1203 1103 with respect to the SecuritiesNotes. If the Issuer exercises its option under this Section 12021102, (u) each Guarantor, if any, shall be released from all its obligations under its Note Guarantee. Upon the Issuer’s exercise under Section 1101 of the option applicable to this Section 1102, (v) all subordination provisions contained in Liens on the Parent Intercompany Note Collateral securing the Debt evidenced by the Notes shall be released and the Parent Intercompany Note Subordination Agreement Notes Collateral Documents shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed cease to be requirements to take or omit to take any action by Parent or any Restricted Subsidiaryof further effect.

Defeasance and Discharge. Upon the Issuer’s exercise under Section 1201 8.01 of the option applicable to this Section 12028.02, the Issuer and the Guarantors shall be deemed to have been discharged from their obligations with respect to all Outstanding Securities any series of Notes on the date the conditions set forth in Section 1204 8.04 are satisfied (hereinafter, “defeasanceLegal Defeasance”). For this purpose, such defeasance Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the Outstanding Securities, which shall thereafter be deemed to be “Outstanding” only for the purposes outstanding Notes of Section 1205 and the other Sections of this Indenture referred to in clauses (A) and (B) below, such series and to have satisfied all their of its other obligations under such Securities and this Indenture insofar as with respect to such Securities are concerned series of Notes and, to the extent relating to such series of Notes, this Indenture (and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (Aa) the rights of Holders of outstanding Notes of such series to receive, solely from the trust fund described in Section 8.08 and as more fully set forth in such Section, payments in respect of the principal of (and premium (including the Redemption Premium), if any, on) and interest (including Additional Amounts) on such Notes when such payments are due, (b) the Issuer’s obligations with respect to the Notes of such Securities under Section 2.3 series concerning issuing temporary Notes, registration of Appendix A and Sections 303Notes, 306mutilated, 307destroyed, 1002 and 1003 lost or stolen Notes and the Issuer’s rights under Section 1101maintenance of an office or agency for payment and money for security payments on the Notes of such series from amounts held in trust, (B) rights of Holders to receive payment of principal of, premium, if any, and interest on such Securities (but not the Purchase Price referred to under Section 1009 or 1016) and any rights of the Holders with respect to such amounts, (Cc) the rights, obligations powers, trusts, duties and immunities of the Trustee under and the Indenture Security Agent hereunder and the Issuer’s and the Guarantors’ obligations in connection therewith and (Dd) the provisions of this Article TwelveEight. Subject to compliance with this Article TwelveEight, the Issuer may exercise its option under this Section 1202 8.02 with respect to a series of Notes notwithstanding the prior exercise of its option under Section 1203 8.03 below with respect to the Securitiessuch series of Notes. The Issuer may also exercise its option under this Section 8.03 as to one series of Notes but not another. If the Issuer exercises its option under this Section 1202Legal Defeasance option, (u) each Guarantor, if any, shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained in payment of the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note Notes may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Parent or any Restricted Subsidiaryaccelerated because of an Event of Default.

Defeasance and Discharge. Upon the Issuer’s exercise under Section 1201 8.01 of the option applicable to this Section 12028.02, the Issuer and the Guarantors shall be deemed to have been discharged from their obligations with respect to all Outstanding Securities the Notes on the date the conditions set forth in Section 1204 8.04 are satisfied (hereinafter, “defeasanceLegal Defeasance”). For this purpose, such defeasance Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding 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 (A) and (B) below, outstanding Notes and to have satisfied all their other obligations under such Securities the Notes and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (Aa) the rights of Holders of outstanding Notes to receive, solely from the trust fund described in Section 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 from the trust fund described in Section 8.08, (b) the Issuer’s obligations with respect to such Securities under Section 2.3 the Notes concerning issuing temporary Notes, registration of Appendix A and Sections 303Notes, 306mutilated, 307destroyed, 1002 and 1003 lost or stolen Notes and the Issuer’s rights under Section 1101maintenance of an office or agency for payment and money for security payments held in trust, (B) rights of Holders to receive payment of principal of, premium, if any, and interest on such Securities (but not the Purchase Price referred to under Section 1009 or 1016) and any rights of the Holders with respect to such amounts, (Cc) the rights, obligations powers, trusts, duties and immunities of the Trustee under hereunder and the Indenture Issuer’s and the Guarantors’ obligations in connection therewith and (Dd) the provisions of this Article TwelveEight. Subject to compliance with this Article TwelveEight, the Issuer may exercise its option under this Section 1202 8.02 notwithstanding the prior exercise of its option under Section 1203 8.03 below with respect to the SecuritiesNotes. If the Issuer exercises its option under this Section 1202Legal Defeasance option, (u) each Guarantor, if any, shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained in payment of the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note Notes may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Parent or any Restricted Subsidiaryaccelerated because of an Event of Default.

Defeasance and Discharge. Upon the Issuer’s exercise under Section 1201 8.1 hereof of the option applicable to this Section 12028.2, the Issuer and shall, subject to the Guarantors shall satisfaction of the conditions set forth in Section 8.4 hereof, be deemed to have been discharged from their its obligations with respect to all Outstanding Securities outstanding Notes on the date the conditions set forth in Section 1204 below are satisfied (hereinafter, “legal defeasance”). For this purpose, such legal defeasance means that the Issuer shall be deemed to have paid and discharged the entire indebtedness Debt represented by the Outstanding Securitiesoutstanding Notes, which shall thereafter be deemed to be “Outstandingoutstanding” only for the purposes of Section 1205 8.5 hereof and the other Sections of this Indenture referred to in clauses (Aa) and (Bb) below, and to have satisfied all their of its other obligations under such Securities Notes and this Indenture insofar as such Securities are concerned (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (Aa) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium, if any, and interest, if any, on such Notes when such payments are due from the trust referred to in Section 8.4(l); (b) the Issuer’s obligations with respect to such Securities Notes under Sections 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.10 and 4.2 hereof; (c) the rights, powers, trusts, benefits and immunities of the Trustee, including without limitation thereunder, under Section 2.3 of Appendix A 7.7, 8.5 and Sections 303, 306, 307, 1002 and 1003 8.7 hereof and the Issuer’s rights obligations in connection therewith; and (d) the provisions of this Article VIII. Subject to compliance with this Article VIII, the Issuer may exercise its option under this Section 8.2 notwithstanding the prior exercise of its option under Section 11018.3 hereof. 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) rights 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 Holders 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 receive payment of 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 Issuer has paid or caused to be paid all other sums then due and payable under this Indenture by the Issuer; (3) the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (4) 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 (5) the Issuer has 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 Issuer may elect, at its option, to have its obligations discharged with respect to the outstanding Notes. Such legal defeasance means that the Issuer will be deemed to have paid and discharged the entire indebtedness represented by the outstanding Notes, except for: (1) the rights of Holders of such Notes to receive payments in respect of the principal of and any premium and interest on such Securities Notes when payments are due, (but not 2) the Purchase Price referred to under Section 1009 or 1016) and any rights of the Holders Issuer’s obligations with respect to such amountsNotes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust, (C3) the rights, obligations powers, trusts, duties and immunities of the Trustee under the Indenture and Trustee, and (D) this Article Twelve. Subject to compliance with this Article Twelve, the Issuer may exercise its option under this Section 1202 notwithstanding the prior exercise of its option under Section 1203 with respect to the Securities. If the Issuer exercises its option under this Section 1202, (u) each Guarantor, if any, shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained in the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w4) the Offering Proceeds Note may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Parent or any Restricted Subsidiarydefeasance provisions of this Indenture.

Defeasance and Discharge. Upon the Issuer’s 's or Bermuda ------------------------ Holdings' exercise under Section 1201 11.1 of the option applicable to this Section 120211.2, each of the Issuer and the Guarantors Bermuda Holdings shall be deemed to have been discharged from their its obligations with respect to all Outstanding Securities Senior Notes and the Guarantee on the date the conditions set forth in Section 1204 below are satisfied (hereinafter, “"defeasance”"). For this purpose, such defeasance means that the Issuer and Bermuda Holdings shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding SecuritiesSenior Notes and the Guarantee, 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 Guarantee, and to have satisfied all their other obligations under such Securities Senior Notes, the Guarantee and this Indenture insofar as such Securities are concerned (and the Trustee, on demand of and at the expense of the IssuerIssuer and Bermuda Holdings, 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 Outstanding Senior Notes to - receive solely from the trust fund described in Section 11.5 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Senior Notes (and any Additional Amounts payable in respect thereof) when such payments are due, or on the Redemption Date, as the case may be, (b) the Issuer’s 's - obligations with respect to such Securities Senior Notes under Section 2.3 of Appendix A 2.3, Section 2.4, Section 2.6, Section 2.7, Section 2.12 and Sections 303, 306, 307, 1002 and 1003 and the Issuer’s rights under Section 11012.13, (B) rights of Holders to receive payment of principal of, premium, if any, and interest on such Securities (but not the Purchase Price referred to under Section 1009 or 1016) and any rights of the Holders with respect to such amounts, (Cc) the rights, obligations powers, - trusts, duties and immunities of the Trustee under hereunder and the Indenture Issuer's and Bermuda Holdings' obligations in connection therewith, (Dd) this Article Twelve11, and - (e) the obligations of the Issuer and Bermuda Holdings to pay any Additional - Amounts. Subject to compliance with this Article Twelve11, each of the Issuer and Bermuda Holdings 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 Securities. If the Issuer exercises its option under this Section 1202, (u) each Guarantor, if any, shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained in the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Parent or any Restricted SubsidiarySenior Notes.

Defeasance and Discharge. Upon the Issuer’s exercise under Section 1201 8.01 of the option applicable to this Section 12028.02, the Issuer and the Guarantors shall be deemed to have been discharged from their obligations with respect to all Outstanding Securities the Notes on the date the conditions set forth in Section 1204 8.04 are satisfied (hereinafter, “defeasanceLegal Defeasance”). For this purpose, such defeasance Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the Outstanding 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 (A) and (B) below, outstanding Notes and to have satisfied all their of its other obligations under such Securities the Notes and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (Aa) the rights of Holders of outstanding Notes to receive, solely from the trust fund described in Section 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 Issuer’s obligations with respect to such Securities under Section 2.3 the Notes concerning issuing temporary Notes, registration of Appendix A and Sections 303Notes, 306mutilated, 307destroyed, 1002 and 1003 lost or stolen Notes and the Issuer’s rights under Section 1101maintenance of an office or agency for payment and money for security payments held in trust, (B) rights of Holders to receive payment of principal of, premium, if any, and interest on such Securities (but not the Purchase Price referred to under Section 1009 or 1016) and any rights of the Holders with respect to such amounts, (Cc) the rights, obligations powers, trusts, duties and immunities of the Trustee under hereunder and the Indenture Issuer’s and the Guarantors’ obligations in connection therewith and (Dd) the provisions of this Article TwelveEight. Subject to compliance with this Article TwelveEight, the Issuer may exercise its option under this Section 1202 8.02 notwithstanding the prior exercise of its option under Section 1203 8.03 below with respect to the SecuritiesNotes. If the Issuer exercises its option under this Section 1202Legal Defeasance option, (u) each Guarantor, if any, shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained in payment of the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note Notes may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Parent or any Restricted Subsidiaryaccelerated because of an Event of Default.

Defeasance and Discharge. Upon the Issuer’s exercise under Section 1201 8.1 hereof of the option applicable to this Section 12028.2, the Issuer and shall, subject to the Guarantors shall satisfaction of the conditions set forth in Section 8.4 hereof, be deemed to have been discharged from their its obligations with respect to all Outstanding Securities outstanding Notes on the date the conditions set forth in Section 1204 below are satisfied (hereinafter, “legal defeasance”). For this purpose, such legal defeasance means that the Issuer and the Guarantors shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securitiesoutstanding Notes and the Note Guarantees, which shall thereafter be deemed to be “Outstandingoutstanding” only for the purposes of Section 1205 8.5 hereof and the other Sections of this Indenture referred to in clauses (Aa) and (Bb) below, and to have satisfied all their of its other obligations under such Securities Notes, Note Guarantees and this Indenture insofar as such Securities are concerned (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (Aa) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium, if any, and interest, if any, on such Notes when such payments are due from the trust referred to in Section 8.4(l); (b) the Issuer’s obligations with respect to such Securities Notes under Sections 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.10 and 4.2 hereof; (c) the rights, powers, trusts, benefits and immunities of the Trustee, including without limitation thereunder, under Section 2.3 of Appendix A 7.7, 8.5 and Sections 303, 306, 307, 1002 and 1003 8.7 hereof and the Issuer’s obligations in connection therewith; (d) the Issuer’s rights pursuant to Section 3.7; and (e) the provisions of this Article VIII. Subject to compliance with this Article VIII, the Issuer may exercise its option under this Section 8.2 notwithstanding the prior exercise of its option under Section 11018.3 hereof. The Issuer and the Guarantors may terminate the obligations under this Indenture and the Security Documents (a “Discharge”) when: (1) either: (A) all Notes theretofore authenticated and delivered have been delivered to the Trustee for cancellation, or (B) rights 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 under irrevocable arrangements satisfactory to the Trustee for the giving of Holders 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 receive payment of 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 on such Securities to the Stated Maturity or date of redemption; (but not the Purchase Price referred to under Section 1009 or 1016) and any rights of the Holders with respect to such amounts, (C2) the rightsIssuer has paid or caused to be paid all other sums then due and payable under this Indenture by the Issuer; (3) the deposit will not result in a breach or violation of, obligations and immunities of or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (4) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the Indenture and deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be; and (D5) this Article Twelve. Subject to compliance with this Article Twelve, the Issuer may exercise its option has 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 Section 1202 notwithstanding the prior exercise of its option under Section 1203 with respect Indenture relating to the Securities. If the Issuer exercises its option under this Section 1202, (u) each Guarantor, if any, shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained in the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Parent or any Restricted SubsidiaryDischarge have been complied with.

Defeasance and Discharge. Upon the Issuer’s exercise under Section 1201 ‎‎Section 8.01 of the option applicable to this Section 1202‎‎Section 8.02, the Issuer and the Guarantors shall be deemed to have been discharged from their its obligations with respect to all Outstanding Securities the Notes on the date the conditions set forth in Section 1204 ‎‎Section 8.04 are satisfied (hereinafter, “defeasanceLegal Defeasance”). For this purpose, such defeasance Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the Outstanding 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 (A) and (B) below, outstanding Notes and to have satisfied all their of its other obligations under such Securities the Notes and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (Aa) the rights of Holders of outstanding Notes to receive, solely from the trust fund described in Section 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 Issuer’s obligations with respect to such Securities under Section 2.3 the Notes concerning issuing temporary Notes, registration of Appendix A and Sections 303Notes, 306mutilated, 307destroyed, 1002 and 1003 lost or stolen Notes and the Issuer’s rights under Section 1101maintenance of an office or agency for payment and money for security payments held in trust, (B) rights of Holders to receive payment of principal of, premium, if any, and interest on such Securities (but not the Purchase Price referred to under Section 1009 or 1016) and any rights of the Holders with respect to such amounts, (Cc) the rights, obligations powers, trusts, duties and immunities of the Trustee under hereunder and the Indenture Issuer’s obligations in connection therewith and (Dd) the provisions of this Article Twelve‎‎Article Eight. Subject to compliance with this Article Twelve‎‎Article Eight, the Issuer may exercise its option under this Section 1202 ‎‎Section 8.02 notwithstanding the prior exercise of its option under Section 1203 ‎‎Section 8.03 below with respect to the SecuritiesNotes. If the Issuer exercises its option under this Section 1202Legal Defeasance option, (u) each Guarantor, if any, shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained in payment of the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note Notes may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Parent or any Restricted Subsidiaryaccelerated because of an Event of Default.

Defeasance and Discharge. Upon the Issuer’s exercise under Section 1201 8.01 of the option applicable to this Section 12028.02, the Issuer and the Guarantors shall be deemed to have been discharged from their obligations with respect to all Outstanding Securities the Notes on the date the conditions set forth in Section 1204 8.04 are satisfied (hereinafter, “legal defeasance”). For this purpose, such legal defeasance means that the Issuer shall be deemed to have paid and discharged the entire indebtedness Debt represented by the Outstanding 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 (A) and (B) below, outstanding Notes and to have satisfied all their its other obligations under such Securities the Notes and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions, which shall survive until otherwise terminated or discharged hereunder: (Aa) the Issuer’s obligations with respect to such Securities under Section 2.3 of Appendix A and Sections 303, 306, 307, 1002 and 1003 and the Issuer’s rights under Section 1101, (B) rights of Holders of outstanding Notes to receive payment receive, solely from the trust fund described in Section 8.08 and as more fully set forth in such Section, payments in respect of the principal of, of (and premium, if any, on) and interest on such Securities (but not the Purchase Price referred to under Section 1009 or 1016) and any rights of the Holders with respect to Notes when such amountspayments are due, (Cb) the provisions set forth at Section 8.04 below, (c) the rights, obligations powers, trusts, duties and immunities of the Trustee under hereunder and the Indenture Issuer’s and the Guarantors’ obligations in connection therewith, (d) this Section 8.02 and (De) any other provision of this Article TwelveIndenture which expressly survives satisfaction and discharge. Subject to compliance with this Article TwelveEight, the Issuer may exercise its option under this Section 1202 8.02 notwithstanding the prior exercise of its option under Section 1203 8.03 below with respect to the SecuritiesNotes. If the Issuer exercises its option under this Section 1202legal defeasance option, (u) payment of the Notes may not be accelerated because of an Event of Default. If the Issuer exercises its legal defeasance option, each Guarantor, if any, shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained in the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement Trustee shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Parent or any Restricted Subsidiaryexecute a release of such Guarantee.

Defeasance and Discharge. Upon the Issuer’s exercise under Section 1201 8.01 of the option applicable to this Section 12028.02, the Issuer and the Guarantors shall be deemed to have been discharged from their obligations with respect to all Outstanding Securities the outstanding Notes of the applicable series on the date the conditions set forth in Section 1204 8.04 are satisfied (hereinafter, “defeasanceLegal Defeasance”). For this purpose, such defeasance Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the Outstanding Securities, which shall thereafter be deemed to be “Outstanding” only for the purposes outstanding Notes of Section 1205 and the other Sections of this Indenture referred to in clauses (A) and (B) below, such series and to have satisfied all their other obligations under the Notes of such Securities series and this Indenture insofar as with respect to such Securities are concerned series (and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (Aa) the rights of Holders of outstanding Notes of such series to receive, solely from the trust fund described in Section 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 Issuer’s obligations with respect to the Notes of such Securities under Section 2.3 series concerning issuing temporary Notes, registration of Appendix A and Sections 303Notes, 306mutilated, 307destroyed, 1002 and 1003 lost or stolen Notes and the Issuer’s rights under Section 1101maintenance of an office or agency for payment and money for security payments held in trust, (B) rights of Holders to receive payment of principal of, premium, if any, and interest on such Securities (but not the Purchase Price referred to under Section 1009 or 1016) and any rights of the Holders with respect to such amounts, (Cc) the rights, obligations powers, trusts, duties and immunities of the Trustee under and the Indenture Security Agent hereunder and the Issuer’s and the Guarantors’ obligations in connection therewith and (Dd) the provisions of this Article TwelveEight. Subject to compliance with this Article TwelveEight, the Issuer may exercise its option under this Section 1202 8.02 notwithstanding the prior exercise of its option under Section 1203 8.03 below with respect to the SecuritiesNotes. If the Issuer exercises its Legal Defeasance option under this Section 1202with respect to a series of Notes, (u) each Guarantor, if any, shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained in payment of the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note Notes of such series may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed accelerated because of an Event of Default with respect to be requirements to take or omit to take any action by Parent or any Restricted Subsidiarysuch series.

Defeasance and Discharge. Upon the Issuer’s exercise under Section 1201 of the its option applicable to have this Section 1202applied to the Notes, the Issuer and the Guarantors shall be deemed to have been discharged from their respective obligations with respect to all Outstanding Securities hereunder as provided in this Section on and after the date the conditions set forth in Section 1204 13.04 are satisfied (hereinafter, hereinafter called “defeasanceLegal Defeasance”). For this purpose, such defeasance Legal Defeasance means that the Issuer and the Guarantors shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities, 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, Guarantees and to have satisfied all their other respective obligations under such Securities and this the Indenture insofar as such Securities are concerned (and the Trustee, upon Issuer Request and at the expense of the Issuer, shall execute proper such instruments reasonably requested by the Issuer acknowledging the same), and the Indenture shall cease to be of further effect as to all Outstanding Notes and all Guarantees, except for as to the following following, which shall survive until otherwise terminated or discharged hereunder: (A1) the rights of Holders of the Notes to receive, solely from the trust fund described in Section 13.04 and as more fully set forth in such Section, payments in respect of the principal of, and interest and premium, if any, on, the Notes when payments are due, (2) the Issuer’s obligations with respect to such Securities under Section 2.3 of Appendix A Sections 3.04, 3.05, 3.06, 10.02, 10.03 and Sections 303, 306, 307, 1002 and 1003 and the Issuer’s rights under Section 110110.04(a), (B) rights of Holders to receive payment of principal of, premium, if any, and interest on such Securities (but not the Purchase Price referred to under Section 1009 or 1016) and any rights of the Holders with respect to such amounts, (C3) the rights, obligations powers, trusts, duties and immunities of the Trustee under hereunder and the Indenture obligations of the Issuer and the Guarantors in connection therewith and (D4) this Article TwelveArticle. If the Issuer exercises its defeasance option pursuant to this Section 13.02, the payment of the defeased Notes may not be accelerated pursuant to Section 5.02 because of an Event of Default. Subject to compliance with this Article TwelveArticle, the Issuer may exercise its option under (if any) to have this Section 1202 applied to the Notes notwithstanding the prior exercise of its option under (if any) to have Section 1203 with respect 13.03 applied to the Securities. If the Issuer exercises its option under this Section 1202, (u) each Guarantor, if any, shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained in the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Parent or any Restricted SubsidiaryNotes.

Defeasance and Discharge. Upon the IssuerCompany’s exercise under Section 1201 of the option applicable to this Section 1202, the Issuer Company shall be deemed to have been released and discharged from its obligations with respect to the Defeased Notes, Holdings shall be deemed to have been released and discharged from its obligations with respect to the 163 Parent Guarantee, and the Subsidiary Guarantors shall be deemed to have been released and discharged from their obligations with respect to the Subsidiary Guarantees and the Company and the Guarantors shall have released any and all Outstanding Securities 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 are satisfied (hereinafter, “defeasanceDefeasance”). For this purpose, such defeasance Defeasance means that the Issuer Company shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the Outstanding SecuritiesDefeased 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 (Aa) and (Bb) below, and the Company, Holdings and each of the Subsidiary Guarantors shall be deemed to have satisfied all their other obligations under such Securities Notes, the Parent Guarantee, the Subsidiary Guarantees and this Indenture insofar as such Securities Notes are concerned (and the Trustee, at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), except for the following following, which shall survive until otherwise terminated or discharged hereunder: (Aa) the Issuer’s obligations with respect to such Securities under Section 2.3 of Appendix A and Sections 303, 306, 307, 1002 and 1003 and the Issuer’s rights under Section 1101, (B) rights of Holders of Defeased Notes to receive payment receive, solely from the trust fund described in Section 1204 and as more fully set forth in such Section, payments in respect of principal of, of and premium, if any, and interest on such Securities Notes when such payments are due, (but not b) the Purchase Price referred to under Section 1009 or 1016) and any rights of the Holders Company’s obligations with respect to such amountsDefeased Notes under Sections 304, 305, 306, 402 and 403, (Cc) the rights, obligations powers, trusts, duties and immunities of the Trustee hereunder, including the Trustee’s rights (and the Company’s obligations) under the Indenture Section 707, and (Dd) this Article TwelveXII. 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 TwelveXII, the Issuer may 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 SecuritiesNotes. If the Issuer exercises its option under this Section 1202, (u) each Guarantor, if any, shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained in the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Parent or any Restricted Subsidiary1203.

Defeasance and Discharge. (a) Upon the Issuer’s exercise under Section 1201 SECTION 8.1 hereof of the option applicable to this Section 1202SECTION 8.2, the Issuer and shall, subject to the Guarantors shall satisfaction of the conditions set forth in SECTION 8.4 hereof, be deemed to have been discharged from their its obligations with respect to all Outstanding Securities outstanding Notes on the date the conditions set forth in Section 1204 below are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Issuer shall be deemed to have paid and discharged the entire indebtedness Debt represented by the Outstanding Securitiesoutstanding Notes, which shall thereafter be deemed to be “Outstandingoutstanding” only for the purposes of Section 1205 SECTION 8.5 hereof and the other Sections of this Indenture referred to in clauses (Aa) and (Bb) below, and to have satisfied all their of its other obligations under such Securities Notes and this Indenture insofar as such Securities are concerned (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (Aa) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium, if any, and interest, if any, on such Notes when such payments are due from the trust referred to in SECTION 8.4(1); (b) the Issuer’s obligations with respect to such Securities Notes under Section 2.3 Sections 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.10 and 4.2 hereof; (c) the rights, powers, trusts, benefits and immunities of Appendix A the Trustee, including without limitation thereunder, under SECTION 7.7, 8.5 and Sections 303, 306, 307, 1002 and 1003 8.7 hereof and the Issuer’s 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 Issuer may exercise its option under Section 1101this SECTION 8.2 notwithstanding the prior exercise of its option under SECTION 8.3 hereof. (b) The Issuer and the Guarantors may terminate their respective obligations under this Indenture and the Security Documents (a “Discharge”) when: (1) either: (A) all Notes that have been authenticated and delivered have been delivered to the Trustee for cancellation, or (B) rights 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 under irrevocable arrangements satisfactory to the Trustee for the giving of Holders 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 receive payment of be deposited with the Trustee immediately available funds or U.S. Government Obligations 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 Issuer has paid or caused to be paid all other sums then due and payable under this Indenture by the Issuer; (3) the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (4) 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 (5) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent under this Indenture relating to the Discharge have been complied with. (c) The Issuer may elect, at its option, to have its obligations discharged with respect to the outstanding Notes and the Security Documents (“legal defeasance”). Such defeasance means that the Issuer will be deemed to have paid and discharged the entire indebtedness represented by the outstanding Notes, except for: (1) the rights of Holders of such Notes to receive payments in respect of the principal of and any premium and interest on such Securities Notes when payments are due, (but not 2) the Purchase Price referred to under Section 1009 or 1016) and any rights of the Holders Issuer’s obligations with respect to such amountsNotes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust, (C3) the rights, obligations powers, trusts, duties and immunities of the Trustee under Trustee, (4) the Indenture and Company’s right of optional redemption, and (D5) the legal defeasance provisions of this Article Twelve. Subject to compliance with this Article Twelve, the Issuer may exercise its option under this Section 1202 notwithstanding the prior exercise of its option under Section 1203 with respect to the Securities. Indenture. (d) If the Issuer exercises its option under this Section 1202legal defeasance option, (u) each Guarantor, if any, shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained the Subsidiary Guarantees in the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Parent or any Restricted Subsidiaryeffect at such time will terminate.

Defeasance and Discharge. Upon the Issuer’s 's exercise under Section 1201 of the its option applicable to have this Section 1202applied to the Notes, the Issuer and the Guarantors shall be deemed to have been discharged from their its obligations with respect to such Notes and the Sponsors shall be discharged from all Outstanding Securities obligations under the Sponsor Credit Support as provided in this Section on and after the date the conditions set forth in Section 1204 9.4 hereof are satisfied (hereinafter, “defeasance”hereinafter called "Defeasance"). For this purpose, such defeasance Defeasance means that the Issuer shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding 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 (A) and (B) below, such Notes and to have satisfied all their its other obligations under such Securities Notes and this Indenture insofar as such Securities Notes are concerned and the Sponsors shall be discharged from all obligations under the Sponsor Credit Support (and the Note Trustee, at the expense and request of the Issuer, Issuer shall execute proper instruments acknowledging the same)) and all of the Collateral (including any trust over any assets of the Issuer and the Sponsors) will be released, except without requiring the consent of any Holder, from any and all security interests held directly or held indirectly, for the benefit of the Holders, subject to the following which shall survive until otherwise terminated or discharged hereunder: (A1) the rights of Holders of such Notes to receive, solely from the trust fund described in Section 9.4 hereof and as more fully set forth in such Section, payments in respect of the principal of and any Make-Whole Premium and interest on such Notes when payments are due, (2) the Issuer’s 's obligations with respect to such Securities Notes under Section 2.3 of Appendix A Sections 2.6, 2.7 and Sections 303, 306, 307, 1002 and 1003 and the Issuer’s rights under Section 11012.8 hereof, (B) rights of Holders to receive payment of principal of, premium, if any, and interest on such Securities (but not the Purchase Price referred to under Section 1009 or 1016) and any rights of the Holders with respect to such amounts, (C3) the rights, obligations powers, trusts, duties, indemnities and immunities of the Note Trustee under the Indenture hereunder and (D4) this Article TwelveArticle. Subject to compliance with this Article TwelveArticle, the Issuer may exercise its option under to have this Section 1202 applied to the Notes notwithstanding the prior exercise of its option under to have Section 1203 with respect 9.3 hereof applied to such Notes. Notwithstanding anything to the Securities. If the Issuer exercises its option under this Section 1202contrary contained herein, (u) each Guarantor, if any, Defeasance hereunder shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained in the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements release the Issuer from any of its obligations owed to take the Secured Parties (other than the Holders and the Note Trustee) or omit to take limit any action by Parent or any Restricted Subsidiaryremedies of the Secured Parties (other than the Holders and the Note Trustee).

Defeasance and Discharge. 138 Upon the Issuer’s Company's exercise under Section 1201 of the option applicable to this Section 1202, the Issuer and the Guarantors Company shall be deemed to have been discharged from their its obligations with respect to all Outstanding Securities on the date the conditions set forth in Section 1204 are satisfied (hereinafter, “"defeasance”"). For this purpose, such defeasance means that the Issuer Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding 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 (A) and (B) below, and to have satisfied all their its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the Issuer’s Company's obligations with respect to such Securities under Section 2.3 of Appendix A and Sections 303304, 305, 306, 307, 1002 and 1003 and the Issuer’s Company's rights under Section 1101, (B) rights of Holders to receive payment of principal Accreted Value of, premium, if any, and interest on such Securities (but not the Purchase Price referred to under Section 1009 or 1016) and any rights of the Holders with respect to such amounts, (C) the rights, obligations and immunities of the Trustee under the Indenture and (D) this Article Twelve. Subject to compliance with this Article Twelve, the Issuer Company may exercise its option under this Section 1202 notwithstanding the prior exercise of its option under Section 1203 with respect to the Securities. If the Issuer Company exercises its option under this Section 1202, (u) each Guarantor, if any, shall be released from all its obligations under its Note Restricted Subsidiary Guarantee, (v) all subordination provisions contained in the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Parent or any Restricted Subsidiary.

Defeasance and Discharge. Upon the Issuer’s Issuers' exercise under Section 1201 12.01 of the option applicable to this Section 120212.02, the Issuer Issuers and the any Note Guarantors shall be deemed to have been released and discharged from their several obligations with respect to all Outstanding Securities the Defeased Notes on the date the relevant conditions set forth in Section 1204 12.04 below are satisfied (hereinafter, “defeasance”"Defeasance"). For this purpose, such defeasance Defeasance means that the Issuer Issuers shall be deemed to have paid and discharged their respective Several Shares of the entire indebtedness represented by the Outstanding SecuritiesDefeased Notes, which shall thereafter be deemed to be “Outstanding” 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 Issuers and each of the Note Guarantors shall be deemed to have satisfied all their other obligations under such Securities Notes, the Pledge and Guarantee Agreement and this Indenture insofar as such Securities Notes are concerned (and the Trustee, on the demand and at the several expense of the IssuerIssuers, shall execute proper instruments acknowledging the same), except for the following provisions, which shall survive until otherwise terminated or discharged hereunder: (Aa) the Issuer’s obligations with respect to such Securities under Section 2.3 of Appendix A and Sections 303, 306, 307, 1002 and 1003 and the Issuer’s rights under Section 1101, (B) rights of Holders of Defeased Notes to receive payment receive, solely from the trust fund described in Section 12.04 and as more fully set forth in such Section, payments in respect of the principal of, of and premium, if any, and interest on such Securities Notes when such payments are due, (but not b) the Purchase Price referred to under Section 1009 or 1016) and any rights of the Holders Issuers' obligations with respect to such amountsDefeased Notes under Sections 3.04, 3.05, 3.06, 4.02 and 4.03, (Cc) the rights, obligations powers, trusts, duties and immunities im- munities of the Trustee hereunder, including the Trustee's rights under the Indenture Section 7.07, and (Dd) this Article Twelve12. Subject to compliance with this Article Twelve12, the Issuer may Issuers may, at their option and at any time, exercise its their option under this Section 1202 12.02 notwithstanding the prior exercise of its their option under Section 1203 12.03 with respect to the Securities. If the Issuer exercises its option under this Section 1202, (u) each Guarantor, if any, shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained in the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Parent or any Restricted SubsidiaryNotes.

Defeasance and Discharge. Upon the Issuer’s Company's exercise under Section 1201 of the option provided in Section 1201 applicable to this Section 1202, the Issuer and Company shall, subject to the Guarantors shall satisfaction of the conditions set forth in Section 1204 hereof, be deemed to have been discharged from their its obligations with respect to all Outstanding Securities and Guarantees on the date the conditions set forth in Section 1204 below are satisfied (hereinafter, “"defeasance”"). For this purpose, such defeasance means that the Issuer Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding SecuritiesSecurities and the Guarantors shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Guarantees, which shall thereafter be deemed to be “Outstanding” "outstanding" only for the purposes of Section 1205 hereof and the other Sections of this Indenture referred to in clauses (A) and (B) below, and to have satisfied all their its other obligations under such Securities Securities, such Guarantees and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the Issuer’s obligations with respect to such Securities under Section 2.3 of Appendix A and Sections 303, 306, 307, 1002 and 1003 and the Issuer’s rights under Section 1101, (B) rights of Holders of such Outstanding Securities to receive payment 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 Securities when such payments are due, (but not B) the Purchase Price referred to under Section 1009 or 1016) and any rights of the Holders Company's obligations with respect to such amountsSecurities under Sections 304, 305, 306, 1002 and 1003 (C) the rights, obligations powers, trusts, duties and immunities of the Trustee under hereunder and the Indenture Company's obligations in connection therewith and (D) this Article TwelveXII. Subject to compliance with this Article TwelveXII, the Issuer Company may exercise its option under this Section 1202 notwithstanding the prior exercise of its option under Section 1203. Section 1203 with respect Covenant Defeasance. Upon the Company's exercise of the option provided in Section 1201 applicable to this Section 1203, subject to the Securities. If satisfaction of the Issuer exercises its option under this conditions set forth in Section 12021204 hereof, (ui) each Guarantor, if any, the Company and the Guarantors shall be released from all its obligations under its Note GuaranteeSections 1005 through 1015, inclusive, Sections 1019 through 1021 and Clauses (viii) all subordination provisions contained in the Parent Intercompany Note and (iv) of Section 801, and the Parent Intercompany Note Subordination Agreement Guarantors shall be deemed terminated as they relate to the Offering Proceeds Note released from their obligations under Section 1303 hereof, and the Offering Proceeds Note Guarantees, (wii) the Offering Proceeds Note may be prepaid occurrence of an event specified in whole Sections 501(3) (with respect to Sections 1005 through 1017, inclusive, and Sections 1019 and 1020), 501(5) (with respect to Clauses (iii) or in part(iv) of Section 801), (x501(6) no entity and 501(7) shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or an Event of Default (hereinafter "covenant defeasance"). For this purpose, such covenant defeasance means that the Company and the Guarantors may omit to take comply with and shall have no liability in respect of any action term, condition or limitation set forth in any such Section, Clause or Article, whether directly or indirectly by Parent reason of any reference elsewhere herein to any such Section, Clause or Article or by reason of any Restricted Subsidiaryreference in any such Section, Clause or Article to any other provision herein or in any other document, but the remainder of this Indenture and such Securities shall be unaffected thereby.

Defeasance and Discharge. Upon the Issuer’s exercise under Section 1201 8.1 hereof of the option applicable to this Section 12028.2, The Issuer shall, subject to the Issuer and satisfaction of the Guarantors shall conditions set forth in Section 8.4 hereof, be deemed to have been discharged from their its obligations with respect to all Outstanding Securities outstanding Notes on the date the conditions set forth in Section 1204 below are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Issuer shall be deemed to have paid and discharged the entire indebtedness Debt represented by the Outstanding Securitiesoutstanding Notes, which shall thereafter be deemed to be “Outstandingoutstanding” only for the purposes of Section 1205 8.5 hereof and the other Sections of this Indenture referred to in clauses (Aa) and (Bb) below, and to have satisfied all their of its other obligations under such Securities Notes and this Indenture insofar as such Securities are concerned (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (Aa) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium, if any, and interest, if any, on such Notes when such payments are due from the trust referred to in Section 8.4(l); (b) the Issuer’s obligations with respect to such Securities Notes under Sections 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.10 and 4.2 hereof; (c) the rights, powers, trusts, benefits and immunities of the Trustee, including without limitation thereunder, under Section 2.3 of Appendix A 7.7, 8.5 and Sections 303, 306, 307, 1002 and 1003 8.7 hereof and the Issuer’s 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 Issuer may exercise its option under this Section 8.2 notwithstanding the prior exercise of its option under Section 11018.3 hereof. 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) rights 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 Holders 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 receive payment of 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 on such Securities to the Stated Maturity or date of redemption; (but not the Purchase Price referred to under Section 1009 or 1016) and any rights of the Holders with respect to such amounts, (C2) the rightsIssuer has paid or caused to be paid all other sums then due and payable under this Indenture by the Issuer; (3) the deposit will not result in a breach or violation of, obligations and immunities of or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (4) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the Indenture and deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be; and (D5) this Article Twelve. Subject to compliance with this Article Twelve, the Issuer may exercise its option has 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 Section 1202 notwithstanding Indenture relating to the prior exercise of Discharge have been complied with. The Issuer may elect, at its option under Section 1203 option, to have its obligations discharged with respect to the Securitiesoutstanding Notes. If Such defeasance means that the Issuer exercises its option under this Section 1202, (u) each Guarantor, if any, shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained in the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not will be deemed to be requirements to take or omit to take any action have paid and discharged the entire indebtedness represented by Parent or any Restricted Subsidiary.the outstanding Notes, except for:

Defeasance and Discharge. Upon the IssuerCompany’s exercise under Section 1201 of the option applicable to this Section 1202, the Issuer 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 all Outstanding Securities the Subsidiary Guarantees, 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 Issuer Company shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the Outstanding SecuritiesDefeased 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 (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 Securities the Defeased Notes and this Indenture insofar as such Securities the Defeased Notes are concerned (and the Trustee, at the expense of the IssuerCompany, shall execute proper such instruments reasonably requested by the Company acknowledging the same), except for the following following, which shall survive until otherwise terminated or discharged hereunder: (Aa) the Issuer’s obligations with respect to such Securities under Section 2.3 of Appendix A and Sections 303, 306, 307, 1002 and 1003 and the Issuer’s rights under Section 1101, (B) rights of Holders of Defeased Notes to receive payment 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, of and premium, if any, and interest on the Defeased Notes when such Securities payments are due, (but not b) the Purchase Price referred to under Section 1009 or 1016) and any rights of the Holders Company’s obligations with respect to such amountsDefeased Notes under Sections 304, 305, 306, 402 and 403, (Cc) the rights, obligations powers, trusts, duties and immunities of the Trustee hereunder, including the Trustee’s rights under Section 707, which shall survive the Indenture satisfaction and discharge of this Indenture, and (Dd) this Article TwelveXII. If the Company exercises its option under this Section 1202, payment of the Defeased Notes may not be accelerated because of an Event of Default with respect thereto. Subject to compliance with this Article TwelveXII, the Issuer may 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 Securities. If the Issuer exercises its option under this Section 1202, (u) each Guarantor, if any, shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained in the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Parent or any Restricted SubsidiaryDefeased Notes.

Defeasance and Discharge. Upon the Issuer’s exercise under Section 1201 11.01 of the option applicable to this Section 120211.02, the Issuer and the Guarantors shall be deemed to have been discharged from their obligations with respect to all Outstanding Securities on the date the conditions set forth in Section 1204 11.04 are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Issuer shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities, 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 to have satisfied all their other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (Aa) the Issuer’s obligations with respect to such Securities under Section 2.3 of Appendix A and Sections 3033.03, 3063.06, 3073.07, 1002 9.02 and 1003 9.03 and the Issuer’s rights under Section 110110.01, (Bb) rights of Holders to receive payment of principal of, premium, if any, and interest on such Securities (but not the Purchase Price referred to under Section 1009 or 10169.07) and any rights of the Holders with respect to such amounts, (Cc) the rights, obligations and immunities of the Trustee under the this Indenture and (Dd) this Article Twelve11. Subject to compliance with this Article Twelve11, the 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 Securities. If the Issuer exercises its option under this Section 1202, (u) each Guarantor, if any, shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained in the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Parent or any Restricted Subsidiary.Section

Defeasance and Discharge. Upon the IssuerCompany’s exercise under Section 1201 of the option applicable to this Section 1202, the Issuer Company shall be deemed to have been released and discharged from its obligations with respect to the Defeased Notes, the Guarantors shall be deemed to have been released and discharged from their obligations with respect to all Outstanding Securities the Notes Guarantees and the Notes Collateral Documents shall be terminated and the Liens, if any, on the Collateral securing the Notes shall be deemed to have been released, 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 Issuer Company shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the Outstanding SecuritiesDefeased 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 (Aa) and (Bb) below, and the Company and each of the Guarantors shall be deemed to have satisfied all their other obligations under such Securities the Defeased Notes and this Indenture insofar as such Securities the Defeased Notes are concerned (and the Trustee, at the expense of the IssuerCompany, shall execute proper such instruments reasonably requested by the Company acknowledging the same), except for the following following, which shall survive until otherwise terminated or discharged hereunder: (Aa) the Issuer’s obligations with respect to such Securities under Section 2.3 of Appendix A and Sections 303, 306, 307, 1002 and 1003 and the Issuer’s rights under Section 1101, (B) rights of Holders of Defeased Notes to receive payment 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, of and premium, if any, and interest on the Defeased Notes when such Securities payments are due, (but not b) the Purchase Price referred to under Section 1009 or 1016) and any rights of the Holders Company’s obligations with respect to such amountsDefeased Notes under Sections 304, 305, 306, 402 and 403, (Cc) the rights, obligations powers, trusts, duties and immunities of the Trustee hereunder, including the Trustee’s rights under Section 707, which shall survive the Indenture satisfaction and discharge of this Indenture, and (Dd) this Article TwelveXII. If the Company exercises its option under this Section 1202, payment of the Defeased Notes may not be accelerated because of an Event of Default with respect thereto. Subject to compliance with this Article TwelveXII, the Issuer may 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 Securities. If the Issuer exercises its option under this Section 1202, (u) each Guarantor, if any, shall be released from all its obligations under its Note Guarantee, (v) all subordination provisions contained in the Parent Intercompany Note and the Parent Intercompany Note Subordination Agreement shall be deemed terminated as they relate to the Offering Proceeds Note and the Offering Proceeds Note Guarantees, (w) the Offering Proceeds Note may be prepaid in whole or in part, (x) no entity shall be obligated to guarantee the Offering Proceeds Note, (y) the Offering Proceeds Note may be canceled and (z) all obligations to provide Offering Proceeds Note Guarantees shall terminate and all references in the Indenture to Offering Proceeds Note Guarantees and Offering Proceeds Note Guarantees shall be disregarded and not be deemed to be requirements to take or omit to take any action by Parent or any Restricted SubsidiaryDefeased Notes.