Common use of Defeasance and Discharge Clause in Contracts

Defeasance and Discharge. Upon the Issuer’s or Guarantor’s exercise of the option provided in Section 1201 to have this Section 1202 applied to the Outstanding Securities of any series, the Issuer and the Guarantors shall be deemed to have been discharged from their respective obligations with respect to all the Outstanding Securities of any series, as provided in this Section 1202 on and after the date the applicable conditions set forth in Section 1204 are satisfied (hereinafter called “Defeasance”) with respect to such Securities. 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 of such series and to have satisfied all of its other obligations under the Securities of such series and this Indenture insofar as the Securities of such series are concerned (and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of the Outstanding Securities of such series to receive, solely from the trust fund described in Section 1204 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities of such series when payments are due, (2) the Issuer’s and each Guarantor’s obligations with respect to such Securities of such series under Sections 304, 305, 306, 1002, 1003 and 1007, (3) the rights (including without limitation, the rights set forth in Section 607), powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Issuer or a Guarantor may defease any Securities pursuant to this Section notwithstanding the prior Covenant Defeasance of such Securities pursuant to Section 1203.

Defeasance and Discharge. Upon the Issuer’s or GuarantorCompany’s exercise of the its option provided in Section 1201 (if any) to have this Section 1202 applied to any Securities or any series of Securities, as the Outstanding Securities of any seriescase may be, the Issuer and the Guarantors Company shall be deemed to have been discharged from their respective its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to all the Outstanding Securities its Subsidiary Guarantee of any seriessuch Securities, as provided in this Section 1202 on and after the date the applicable conditions set forth in Section 1204 1504 are satisfied (hereinafter herein called “Defeasance”) with respect to such Securities). 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 such Securities of such series and to have satisfied all of its other obligations under the such Securities of such series and this Indenture insofar as the such Securities of such series are concerned (and the Trustee, at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of the Outstanding such Securities of such series to receive, solely from the trust fund described in Section 1204 1504 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities of such series when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the IssuerCompany’s and each Subsidiary Guarantor’s obligations with respect to such Securities of such series under Sections 304, 305, 306, 10021002 and 1003, 1003 and 1007and, if applicable, their obligations with respect to the conversion of such Securities, (3) the rights (including without limitation, the rights set forth in Section 607)rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Issuer or a Guarantor Company may defease exercise its option (if any) to have this Section applied to any Securities pursuant to this Section notwithstanding the prior Covenant Defeasance exercise of its option (if any) to have Section 1503 applied to such Securities pursuant to Section 1203Securities.

Defeasance and Discharge. Upon the Issuer’s or GuarantorCompany’s exercise of the its option provided in Section 1201 (if any) to have this Section 1202 applied to any Securities or any series of Securities, as the Outstanding Securities of any seriescase may be, the Issuer and the Guarantors Company shall be deemed to have been discharged from their respective its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to all the Outstanding Securities its Subsidiary Guarantees of any seriessuch Securities, as provided in this Section 1202 on and after the date the applicable conditions set forth in Section 1204 1504 are satisfied (hereinafter herein called “Defeasance”) with respect to such Securities). 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 such Securities of such series and to have satisfied all of its other obligations under the such Securities of such series and this Indenture insofar as the such Securities of such series are concerned (and the Trustee, at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of the Outstanding such Securities of such series to receive, solely from the trust fund described in Section 1204 1504 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities of such series when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the IssuerCompany’s and each Subsidiary Guarantor’s obligations with respect to such Securities of such series under Sections 304, 305, 306, 10021002 and 1003, 1003 and 1007and, if applicable, their obligations with respect to the conversion of such Securities, (3) the rights (including without limitation, the rights set forth in Section 607)rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Issuer or a Guarantor Company may defease exercise its option (if any) to have this Section applied to any Securities pursuant to this Section notwithstanding the prior Covenant Defeasance exercise of its option (if any) to have Section 1503 applied to such Securities pursuant to Section 1203Securities.

Defeasance and Discharge. Upon Subject to Section 14.05, the Issuer’s or Guarantor’s exercise of the option provided in Section 1201 Company may cause itself to have this Section 1202 applied be discharged from its obligations with respect to the Outstanding Securities of any series, the Issuer and the Guarantors shall be deemed to have been discharged from their respective obligations with respect to all the Outstanding Securities of any series, as provided in this Section 1202 series on and after the date the applicable conditions precedent set forth in Section 1204 below are satisfied but subject to satisfaction of the conditions subsequent set forth below (hereinafter called hereinafter, “Defeasancedefeasance”) with respect to such Securities). For this purpose, such Defeasance defeasance means that the Issuer Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such series and to have satisfied all of its other obligations under the such Securities of such series and this Indenture insofar as the such Securities of such series are concerned (and the Trustee, at the expense of the IssuerCompany, shall execute proper such instruments reasonably requested by the Company acknowledging the same), subject to except for the following which shall survive until otherwise terminated or discharged hereunder: (1a) the rights of Holders holders of the Outstanding Securities of such series to receive, solely from the trust fund described in Section 1204 14.04 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities of when such series when payments are due, (2b) the Issuer’s and each GuarantorCompany’s obligations with respect to such Securities of under Section 2.07, Section 2.08, Section 2.09, Section 4.02 and Section 4.03 and such series under Sections 304, 305, 306, 1002, 1003 and 1007obligations as shall be ancillary thereto, (3c) the rights (including without limitation, the rights set forth in Section 607)rights, powers, trusts, duties duties, immunities and immunities other provisions in respect of the Trustee hereunder hereunder, and (4d) this ArticleArticle 14. Subject to compliance with this ArticleArticle 14, defeasance with respect to Securities of a series by the Issuer or a Guarantor may defease any Securities pursuant to Company is permitted under this Section 14.02 notwithstanding the prior Covenant Defeasance exercise of its rights under Section 14.03 with respect to the Securities of such series. Following a defeasance, payment of the Securities pursuant to Section 1203of such series may not be accelerated because of an Event of Default.

Defeasance and Discharge. Upon Subject to Section 14.05, the Issuer’s or Guarantor’s exercise of the option provided in Section 1201 Company may cause itself to have this Section 1202 applied be discharged from its obligations with respect to the Outstanding Securities of any series, the Issuer and the Guarantors shall be deemed to have been discharged from their respective obligations with respect to all the Outstanding Securities of any series, as provided in this Section 1202 series on and after the date the applicable conditions precedent set forth in Section 1204 below are satisfied but subject to satisfaction of the conditions subsequent set forth below (hereinafter called hereinafter, “Defeasancedefeasance”) with respect to such Securities). For this purpose, such Defeasance defeasance means that the Issuer Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such series and to have satisfied all of its other obligations under the such Securities of such series and this Indenture insofar as the such Securities of such series are concerned (and the Trustee, at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), subject to except for the following which shall survive until otherwise terminated or discharged hereunder: (1a) the rights of Holders holders of the Outstanding Securities of such series to receive, solely from the trust fund described in Section 1204 14.04 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities of when such series when payments are due, (2b) the Issuer’s and each GuarantorCompany’s obligations with respect to such Securities of under Section 2.07, Section 2.08, Section 2.09, Section 4.02 and Section 4.03 and such series under Sections 304, 305, 306, 1002, 1003 and 1007obligations as shall be ancillary thereto, (3c) the rights (including without limitation, the rights set forth in Section 607)rights, powers, trusts, duties duties, immunities and immunities other provisions in respect of the Trustee hereunder hereunder, and (4D) this ArticleArticle 14. Subject to compliance with this ArticleArticle 14, defeasance with respect to Securities of a series by the Issuer or a Guarantor may defease any Securities pursuant to Company is permitted under this Section 14.02 notwithstanding the prior Covenant Defeasance exercise of its rights under Section 14.03 with respect to the Securities of such series. Following a defeasance, payment of the Securities pursuant to Section 1203of such series may not be accelerated because of an Event of Default.

Defeasance and Discharge. Upon the Issuer’s or Guarantor’s Company's exercise of the above option provided in Section 1201 applicable to have this Section 1202 applied with respect to the Outstanding Securities of any a particular series, the Issuer and the Guarantors Company shall be deemed to have been discharged from their respective its obligations with respect to all the Outstanding Securities of any such series (except for certain obligations to register the transfer or exchange of Securities of such series, as provided in this Section 1202 to replace stolen, lost or mutilated Securities of such series, and to maintain paying agencies) on and after the date the applicable conditions precedent set forth in Section 1204 below are satisfied (hereinafter called “Defeasance”) with respect to such Securitieshereinafter, "defeasance"). For this purpose, such Defeasance defeasance means that the Issuer Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such series and to have satisfied all of its other obligations under the such Securities of such series and this Indenture insofar as the such Securities of such series are concerned (and the Trustee, at the expense of the IssuerCompany and upon Company Request, shall execute proper instruments acknowledging the same), subject to except for the following which shall survive until otherwise terminated or discharged hereunder: (1A) the rights of Holders of the Outstanding Securities of such series to receive, solely from the trust fund described in Section 1204 and 14.04 as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities of when such series when payments are due, (2B) the Issuer’s and each Guarantor’s Company's obligations with respect to such Securities of under Section 3.04, 3.05, 3.06, 6.07, 10.02 and 10.03 and such series under Sections 304, 305, 306, 1002, 1003 and 1007obligations as shall be ancillary thereto, (3C) the rights (including without limitation, the rights set forth in Section 607)rights, powers, trusts, duties duties, immunities and immunities other provisions in respect of the Trustee hereunder and (4D) this ArticleArticle XIV. Subject to compliance with this ArticleArticle XIV, the Issuer or a Guarantor Company may defease any Securities pursuant to exercise its option under this Section 14.02 notwithstanding the prior Covenant Defeasance exercise of its option under Section 14.03 with respect to the Securities of such Securities pursuant to Section 1203series.

Defeasance and Discharge. Upon the Issuer’s or GuarantorCompany’s exercise of the its option provided in Section 1201 (if any) to have this Section 1202 applied to any Securities or any series of Securities, as the Outstanding Securities of any seriescase may be, the Issuer and the Guarantors Company shall be deemed to have been discharged from their respective its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to all the Outstanding Securities its Subsidiary Guarantees of any seriessuch Securities, as provided in this Section 1202 on and after the date the applicable conditions set forth in Section 1204 1504 are satisfied (hereinafter herein called “Defeasance”) with respect to such Securities). 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 such Securities of such series and to have satisfied all of its other obligations under the such Securities of such series and this Indenture insofar as the such Securities of such series are concerned (and the Trustee, at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of the Outstanding such Securities of such series to receive, solely from the trust fund described in Section 1204 1504 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities of such series when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the IssuerCompany’s and each Subsidiary Guarantor’s obligations with respect to such Securities under Section 304, Section 305, Section 306, Section 1002 and Section 1003, and, if applicable, their obligations with respect to the conversion of such series under Sections 304, 305, 306, 1002, 1003 and 1007Securities, (3) the rights (including without limitation, the rights set forth in Section 607)rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Issuer or a Guarantor Company may defease exercise its option (if any) to have this Section applied to any Securities pursuant to this Section notwithstanding the prior Covenant Defeasance exercise of its option (if any) to have Section 1503 applied to such Securities pursuant to Section 1203Securities.

Defeasance and Discharge. Upon the Issuer’s or GuarantorCompany’s exercise of the its option provided in Section 1201 (if any) to have this Section 1202 1502 applied to any Securities or any series of Securities, as the Outstanding Securities of any seriescase may be, the Issuer and the Guarantors Company shall be deemed to have been discharged from their respective its obligations, and each Subsidiary Guarantor shall be deemed to be discharged from its obligations with respect to all the Outstanding such Securities of any series, as provided in this Section 1202 1502 on and after the date the applicable conditions set forth in Section 1204 1504 are satisfied (hereinafter called “Defeasance”) with respect to such Securities). For this purpose, such Defeasance means that the Issuer Company and any Subsidiary Guarantor shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding such Securities of such series and Subsidiary Guarantees and to have satisfied all of its other obligations under the such Securities of such series and Subsidiary Guarantees and this Indenture insofar as the such Securities of such series and Subsidiary Guarantees are concerned (and the Trustee, at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of the Outstanding such Securities of such series to receive, solely from the trust fund described in Section 1204 1504 and as more fully set forth in such SectionSection 1506, payments in respect of the principal of and any premium and interest on such Securities of such series when payments are due, (2) the IssuerCompany’s and each any Subsidiary Guarantor’s obligations with respect to such Securities of such series under Sections 304, 305, 306, 1002, 1003 1002 and 10071003, (3) the rights (including without limitation, the rights set forth in Section 607)rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this ArticleArticle Fifteen. Subject to compliance with this ArticleArticle Fifteen, the Issuer or a Guarantor Company may defease exercise its option (if any) to have this Section 1502 applied to any Securities pursuant to this Section notwithstanding the prior Covenant Defeasance exercise of its option (if any) to have Section 1503 applied to such Securities pursuant to Section 1203Securities.

Defeasance and Discharge. Upon the Issuer’s or Guarantor’s Company's exercise of the option provided in Section 1201 1301 to have this Section 1202 1302 applied to the Outstanding Securities of any series, the Issuer Company and the Guarantors any Guarantor (if applicable) shall be deemed to have been discharged from their respective obligations obligations, with respect to all the Outstanding Securities of any series, such series as provided in this Section 1202 on and after the date the applicable conditions set forth in Section 1204 1304 are satisfied (hereinafter called “"Defeasance”) with respect to such Securities"). For this purpose, such Defeasance means that the Issuer Company and any Guarantor (if applicable) shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such series and to have satisfied all of its other obligations under the Securities and the Guarantee (if applicable) of such series and this Indenture insofar as the Securities of such series are concerned (and the Trustee, at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of the Outstanding Securities of such series to receive, solely from the trust fund described in Section 1204 1304 and as more fully set forth in such Section, payments in respect of the principal of principal, premium, if any, and any premium and interest interest, if any, on such Securities of such series when payments are due, (2) the Issuer’s Company's and each any Guarantor’s 's (if applicable) obligations with respect to such the Securities of such series under Sections 304, 305, 306, 1002, 1003 1002 and 10071006 and Article Sixteen, (3) the rights (including without limitation, the rights set forth in Section 607)rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, including, without limitation, its rights under Section 607 and (4) this ArticleArticle Thirteen. Subject to compliance with this ArticleArticle Thirteen, the Issuer or a Guarantor Company may defease any Securities pursuant exercise its option provided in Section 1301 to have this Section 1302 applied to the Outstanding Securities of any series notwithstanding the prior Covenant Defeasance exercise of its option provided in Section 1301 to have Section 1303 applied to the Outstanding Securities of such Securities pursuant to Section 1203series.

Defeasance and Discharge. Upon the Issuer’s or Guarantor’s exercise of the option provided in Section 1201 to have this Section 1202 applied to the Outstanding Securities of any series, the The Issuer and the Guarantors shall be deemed to have been discharged from their respective obligations with respect to all the Outstanding Securities of any seriesDefeasible Series, as provided in this Section 1202 on and after the date the applicable conditions set forth in Section 1204 are satisfied (hereinafter called “Defeasance”) with respect to such Securities. 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 Outstanding Securities of such series and to have satisfied all of its their other respective obligations under the Securities of such series and this Indenture insofar as the Securities of such series are concerned (and the Trustee, at the written request and expense of the Issuer, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of the Outstanding Securities of such series to receive, solely from the trust fund described in Section 1204 and as more fully set forth in such Section, payments in respect of the principal of and of, any premium and interest on and Additional Amounts on, such Securities of such series when payments are due, (2) the Issuer’s and each Guarantor’s the Guarantors’ obligations with respect to such the Securities of such series under Sections 304, 305, 306, 1002, 1003 1003, 1007 (to the extent then unknown) and 10071012, (3) the rights (including without limitation, the rights set forth in Section 607), powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Issuer or a Guarantor the Guarantors may defease any Securities pursuant to this Section notwithstanding the prior Covenant Defeasance of such Securities pursuant to Section 1203.

Defeasance and Discharge. Upon the Issuer’s or Guarantor’s exercise of the Issuers’ option provided in Section 1201 (if any) to have this Section 1202 applied to any Securities or any series of Securities, as the Outstanding Securities of any seriescase may be, the Issuer and the Guarantors Issuers shall be deemed to have been discharged from their respective obligations obligations, and the provisions of Article XV, Section 907 and the last paragraph of Section 1401 shall cease to be effective, with respect to all the Outstanding such Securities of any series, as provided in this Section 1202 on and after the date the applicable conditions set forth in Section 1204 1304 are satisfied (hereinafter called “Defeasance”) with respect to such Securities). For this purpose, such Defeasance means that the Issuer Issuers and the Guarantors of the Securities shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding such Securities of such series and to have satisfied all of its their other respective obligations under the such Securities of such series and this Indenture insofar as the such Securities of or such series Guarantees are concerned (and the Trustee, at the expense of the IssuerIssuers, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of the Outstanding such Securities of such series to receive, solely from the trust fund described in Section 1204 1304(1) and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities of such series when payments are due, (2) the Issuer’s obligations of the Issuers and each Guarantor’s obligations the Guarantors of the Securities of such series with respect to such Securities of such series under Sections 304, 305, 306, 1002, 1003 1002 and 10071003, (3) the rights (including without limitation, the rights set forth in Section 607)rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Issuer or a Guarantor Issuers may defease exercise the Issuers’ option (if any) to have this Section applied to any Securities pursuant to this Section notwithstanding the prior Covenant Defeasance exercise of its option (if any) to have Section 1303 applied to such Securities. Upon the effectiveness of defeasance with respect to any series of Securities, each Guarantor of the Securities of such series shall (except as provided in clause (2) of the next preceding sentence) be automatically and unconditionally released and discharged from all of its obligations under its Guarantee of the Securities pursuant to Section 1203of such series and all of its other obligations under this Indenture in respect of the Securities of such series, without any action by the Issuers, any Guarantor or the Trustee and without the consent of the Holders of any Securities.

Defeasance and Discharge. Upon the Issuer’s or Guarantor’s exercise under Section 8.01 of the option provided in Section 1201 applicable to have this Section 1202 applied to the Outstanding Securities of any series8.02, the Issuer and the Guarantors shall be deemed to have been discharged from their respective its obligations with respect to all the Outstanding Securities of any series, as provided in this Section 1202 Notes on and after the date the applicable conditions set forth in Section 1204 8.04 are satisfied (hereinafter called hereinafter, “Legal Defeasance”) with respect to such Securities). 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 of such series and to have satisfied all of its other obligations under the Securities of such series and this Indenture insofar outstanding Notes except as the Securities of such series are concerned (and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunderto: (1a) the rights of Holders holders of the Outstanding Securities of such series outstanding Notes to receive, solely from the trust fund described in Section 1204 and as more fully set forth in such Section, receive payments in respect of the principal of and any premium of, premium, if any, and interest on such Securities of Notes when such series when payments are due, (2b) the Issuer’s obligations to issue temporary Notes, register the transfer or exchange of any Notes, replace mutilated, destroyed, lost or stolen Notes, maintain an office or agency for payments in respect of the Notes and each Guarantor’s obligations with respect to segregate and hold such Securities of such series under Sections 304, 305, 306, 1002, 1003 and 1007payments in trust, (3c) the rights (including without limitation, the rights set forth in Section 607)rights, powers, trusts, duties and immunities of the Trustee hereunder and the obligations of the Issuer and the Subsidiary Guarantors in connection therewith, and (4d) the legal defeasance provisions of this ArticleIndenture. Subject to compliance with this ArticleArticle Eight, the Issuer or a Guarantor may defease any Securities pursuant to exercise its option under this Section 8.02 notwithstanding the prior Covenant Defeasance exercise of such Securities pursuant its option under Section 8.03 below with respect to Section 1203the Notes. If the Issuer exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default.

Defeasance and Discharge. Upon the Issuer’s or Guarantor’s exercise under Section 8.01 of the option provided in Section 1201 applicable to have this Section 1202 applied to the Outstanding Securities of any series8.02, the Issuer and the Guarantors shall be deemed to have been discharged from their respective its obligations with respect to all the Outstanding Securities of any series, as provided in this Section 1202 Notes on and after the date the applicable conditions set forth in Section 1204 8.04 are satisfied (hereinafter called hereinafter, “Legal Defeasance”) with respect to such Securities). 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 of such series and to have satisfied all of its other obligations under the Securities of such series and this Indenture insofar outstanding Notes except as the Securities of such series are concerned (and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunderto: (1a) the rights of Holders of the Outstanding Securities of such series outstanding Notes to receive, solely from the trust fund described in Section 1204 and as more fully set forth in such Section, receive payments in respect of the principal of and any premium of, premium, if any, and interest on such Securities of Notes when such series when payments are due, (2b) the Issuer’s obligations to issue temporary Notes, register the transfer or exchange of any Notes, replace mutilated, destroyed, lost or stolen Notes, maintain an office or agency for payments in respect of the Notes and each Guarantor’s obligations with respect to segregate and hold such Securities of such series under Sections 304, 305, 306, 1002, 1003 and 1007payments in trust, (3c) the rights (including without limitation, the rights set forth in Section 607)rights, powers, trusts, duties and immunities of the Trustee hereunder and the obligations of the Issuer and the Subsidiary Guarantors in connection therewith, and (4d) the legal defeasance provisions of this ArticleIndenture. Subject to compliance with this ArticleArticle Eight, the Issuer or a Guarantor may defease any Securities pursuant to exercise its option under this Section 8.02 notwithstanding the prior Covenant Defeasance exercise of such Securities pursuant its option under Section 8.03 below with respect to Section 1203the Notes. If the Issuer exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default.

Defeasance and Discharge. Upon the Issuer’s or Guarantor’s exercise of the Issuers’ option provided in Section 1201 (if any) to have this Section 1202 applied to any Securities or any series of Securities, as the Outstanding Securities of any seriescase may be, the Issuer and the Guarantors Issuers shall be deemed to have been discharged from their respective obligations obligations, and the provisions of Article XV (and the provisions 49 of the last paragraph of Section 1401) shall cease to be effective, with respect to all the Outstanding such Securities of any series, as provided in this Section 1202 on and after the date the applicable conditions set forth in Section 1204 1304 are satisfied (hereinafter called “Defeasance”) with respect to such Securities). For this purpose, such Defeasance means that the Issuer Issuers and the Guarantors of the Securities shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding such Securities of such series and to have satisfied all of its their other respective obligations under the such Securities of such series and this Indenture insofar as the such Securities of or such series Guarantees are concerned (and the Trustee, at the expense of the IssuerIssuers, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of the Outstanding such Securities of such series to receive, solely from the trust fund described in Section 1204 1304(1) and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities of such series when payments are due, (2) the Issuer’s obligations of the Issuers and each Guarantor’s obligations the Guarantors of the Securities of such series with respect to such Securities of such series under Sections 304, 305, 306, 1002, 1003 1002 and 10071003, (3) the rights (including without limitation, the rights set forth in Section 607)rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Issuer or a Guarantor Issuers may defease exercise the Issuers’ option (if any) to have this Section applied to any Securities pursuant to this Section notwithstanding the prior Covenant Defeasance exercise of its option (if any) to have Section 1303 applied to such Securities. Upon the effectiveness of defeasance with respect to any series of Securities, each Guarantor of the Securities of such series shall (except as provided in clause (2) of the next preceding sentence) be automatically and unconditionally released and discharged from all of its obligations under its Guarantee of the Securities pursuant to Section 1203of such series and all of its other obligations under this Indenture in respect of the Securities of such series, without any action by the Issuers, any Guarantor or the Trustee and without the consent of the Holders of any Securities.

Defeasance and Discharge. Upon the Issuer’s or Guarantor’s exercise under Section 1201 of the option provided in Section 1201 applicable to have this Section 1202 applied to the Outstanding Securities of any series1202, the Issuer and the Guarantors shall be deemed to have been discharged from their respective obligations with respect to all the Outstanding Securities of any series, as provided in this Section 1202 on and after the date the applicable conditions set forth in Section 1204 are satisfied (hereinafter called hereinafter, “Defeasancedefeasance”) with respect to such Securities). 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 Securities, which shall thereafter be deemed to be “Outstanding” only for the purposes of such series Section 1205 and the other Sections of this Indenture referred to in clauses (A) and (B) below, and to have satisfied all of its their other obligations under the such Securities of such series and this Indenture insofar as the such Securities of such series are concerned (and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), subject to except for the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of the Outstanding Securities of such series to receive, solely from the trust fund described in Section 1204 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities of such series when payments are due, (2A) the Issuer’s and each Guarantor’s obligations with respect to such Securities under Section 2.3 of such series under Appendix A and Sections 304, 305303, 306, 1002307, 1002 and 1003 and 1007the Issuer’s rights under Section 1101, (3B) 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 (including without limitationrights, the rights set forth in Section 607), powers, trusts, duties obligations and immunities of the Trustee hereunder under the Indenture and (4D) this Article. Subject to compliance with this Article, the Issuer or a Guarantor may defease any Securities pursuant to this Section notwithstanding the prior Covenant Defeasance of such Securities pursuant to Section 1203.

Defeasance and Discharge. Upon the Issuer’s or Guarantor’s exercise of the Issuers’ option provided in Section 1201 (if any) to have this Section 1202 applied to any Securities or any series of Securities, as the Outstanding Securities of any seriescase may be, the Issuer and the Guarantors Issuers shall be deemed to have been discharged from their respective obligations obligations, and the provisions of Article XV (and the provisions of the last paragraph of Section 1401) shall cease to be effective, with respect to all the Outstanding such Securities of any series, as provided in this Section 1202 on and after the date the applicable conditions set forth in Section 1204 1304 are satisfied (hereinafter called “Defeasance”) with respect to such Securities). For this purpose, such Defeasance means that the Issuer Issuers and the Guarantors of the Securities shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding such Securities of such series and to have satisfied all of its their other respective obligations under the such Securities of such series and this Indenture insofar as the such Securities of or such series Guarantees are concerned (and the Trustee, at the expense of the IssuerIssuers, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of the Outstanding such Securities of such series to receive, solely from the trust fund described in Section 1204 1304(1) and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities of such series when payments are due, (2) the Issuer’s obligations of the Issuers and each Guarantor’s obligations the Guarantors of the Securities of such series with respect to such Securities of such series under Sections 304, 305, 306, 1002, 1003 1002 and 10071003, (3) the rights (including without limitation, the rights set forth in Section 607)rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Issuer or a Guarantor Issuers may defease exercise the Issuers’ option (if any) to have this Section applied to any Securities pursuant to this Section notwithstanding the prior Covenant exercise of its option (if any) to have Section 1303 applied to such Securities. Upon the effectiveness of Defeasance with respect to any series of Securities, each Guarantor of the Securities of such series shall (except as provided in clause (2) of the next preceding sentence) be automatically and unconditionally released and discharged from all of its obligations under its Guarantee of the Securities pursuant to Section 1203of such series and all of its other obligations under this Indenture in respect of the Securities of such series, without any action by the Issuers, any Guarantor or the Trustee and without the consent of the Holders of any Securities.

Defeasance and Discharge. Upon the Issuer’s or Guarantor’s Company's exercise of the option provided in Section 1201 1301 to have this Section 1202 1302 applied to the Outstanding Securities of any series, the Issuer Company and the Guarantors any Guarantor (if applicable) shall be deemed to have been discharged from their respective obligations obligations, with respect to all the Outstanding Securities of any series, such series as provided in this Section 1202 on and after the date the applicable conditions set forth in Section 1204 1304 are satisfied (hereinafter called “"Defeasance”) with respect to such Securities"). For this purpose, such Defeasance means that the Issuer Company and any Guarantor (if applicable) shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such series and to have satisfied all of its other obligations under the Securities and the Guarantee (if applicable) of such series and this Indenture insofar as the Securities of such series are concerned (and the Trustee, at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of the Outstanding Securities of such series to receive, solely 74 from the trust fund described in Section 1204 1304 and as more fully set forth in such Section, payments in respect of the principal of principal, premium, if any, and any premium and interest interest, if any, on such Securities of such series when payments are due, (2) the Issuer’s Company's and each any Guarantor’s 's (if applicable) obligations with respect to such the Securities of such series under Sections 304, 305, 306, 1002, 1003 1002 and 10071006 and Article Sixteen, (3) the rights (including without limitation, the rights set forth in Section 607)rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, including, without limitation, its rights under Section 607 and (4) this ArticleArticle Thirteen. Subject to compliance with this ArticleArticle Thirteen, the Issuer or a Guarantor Company may defease any Securities pursuant exercise its option provided in Section 1301 to have this Section 1302 applied to the Outstanding Securities of any series notwithstanding the prior Covenant Defeasance exercise of its option provided in Section 1301 to have Section 1303 applied to the Outstanding Securities of such Securities pursuant to Section 1203series.

Defeasance and Discharge. Upon the Issuer’s or Guarantor’s exercise of the Issuers’ option provided in Section 1201 (if any) to have this Section 1202 applied to any Securities or any series of Securities, as the Outstanding Securities of any seriescase may be, the Issuer and the Guarantors Issuers shall be deemed to have been discharged from their respective obligations obligations, and the provisions of Article XV (and the provisions of the last paragraph of Section 1401) shall cease to be effective, with respect to all the Outstanding such Securities of any series, as provided in this Section 1202 on and after the date the applicable conditions set forth in Section 1204 1304 are satisfied (hereinafter called “Defeasance”) with respect to such Securities). For this purpose, such Defeasance means that the Issuer Issuers and the Guarantors of the Securities shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding such Securities of such series and to have satisfied all of its their other respective obligations under the such Securities of such series and this Indenture insofar as the such Securities of or such series Guarantees are concerned (and the Trustee, at the expense of the IssuerIssuers, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of the Outstanding such Securities of such series to receive, solely from the trust fund described in Section 1204 1304(1) and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities of such series when payments are due, (2) the Issuer’s obligations of the Issuers and each Guarantor’s obligations the Guarantors of the Securities of such series with respect to such Securities of such series under Sections 304, 305, 306, 1002, 1003 1002 and 10071003, (3) the rights (including without limitation, the rights set forth in Section 607)rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Issuer or a Guarantor Issuers may defease exercise the Issuers’ option (if any) to have this Section applied to any Securities pursuant to this Section notwithstanding the prior Covenant Defeasance exercise of its option (if any) to have Section 1303 applied to such Securities. Upon the effectiveness of defeasance with respect to any series of Securities, each Guarantor of the Securities of such series shall (except as provided in clause (2) of the next preceding sentence) be automatically and unconditionally released and discharged from all of its obligations under its Guarantee of the Securities pursuant to Section 1203of such series and all of its other obligations under this Indenture in respect of the Securities of such series, without any action by the Issuers, any Guarantor or the Trustee and without the consent of the Holders of any Securities.

Defeasance and Discharge. Upon the Issuer’s or Guarantor’s exercise of the its option provided in Section 1201 (if any) to have this Section 1202 applied to any Securities or any series of Securities, as the Outstanding case may be, or if this Section shall otherwise apply to any Securities or any series of any seriesSecurities, as the case may be, the Issuer and the Guarantors shall be deemed to have been discharged from their respective its obligations with respect to all the Outstanding such Securities of any series, as provided in this Section 1202 on and after the date the applicable conditions set forth in Section 1204 1404 are satisfied (hereinafter called “Defeasance”) with respect to such Securities). For this purpose, such Defeasance means that the Issuer shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding such Securities of such series and to have satisfied all of its other obligations under the such Securities of such series and this Indenture insofar as the such Securities of such series are concerned (and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), subject to the following following, which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of the Outstanding such Securities of such series to receive, solely from the trust fund described in Section 1204 1404 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities of such series when payments are due, (2) the Issuer’s and each Guarantor’s obligations with respect to such Securities of such series under Sections 304, 305, 306, 1002, 1003 1002 and 10071003, (3) the rights (including without limitation, the rights set forth in Section 607)rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Issuer or a Guarantor may defease any Securities pursuant exercise its option (if any) to have this Section applied to the Securities of any series notwithstanding the prior Covenant Defeasance exercise of its option (if any) to have Section 1403 applied to such Securities pursuant to Section 1203Securities.

Defeasance and Discharge. Upon the Issuer’s or Guarantor’s exercise of the above option provided in Section 1201 applicable to have this Section 1202 applied with respect to the Outstanding any Securities of any or within a series, the Issuer and the Guarantors shall be deemed to have been discharged from their respective its obligations with respect to all the such Outstanding Securities of any series, as provided in this Section 1202 on and after the date the applicable conditions set forth in Section 1204 14.04 are satisfied (hereinafter called hereinafter, “Defeasancedefeasance”) with respect to such Securities). For this purpose, such Defeasance defeasance means that the Issuer shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities, which shall thereafter be deemed to be “Outstanding” only for the Outstanding Securities purposes of such series Section 14.05 and the other Sections of this Indenture referred to in (A) and (B) below, and to have satisfied all of its other obligations under the such Securities of such series and this Indenture insofar as the such Securities of such series are concerned (and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), subject to except for the following which shall survive until otherwise terminated or discharged hereunder: (1A) the rights of Holders of the such Outstanding Securities of such series to receive, solely from the trust fund described in Section 1204 14.04 and as more fully set forth in such Section, payments in respect of the principal of (and any premium premium, if any) and interest interest, if any, on such Securities of when such series when payments are due, (2B) the Issuer’s and each Guarantor’s obligations with respect to such Securities of such series under Sections 3041.02, 3053.04, 3063.05, 10023.06, 1003 10.02 and 100710.03, (3C) the rights (including without limitation, the rights set forth in Section 607)rights, powers, trusts, duties duties, immunities and immunities indemnities of the Trustee hereunder and the obligations of the Issuer in respect thereof and (4D) this ArticleArticle Fourteen. Subject to compliance with this ArticleArticle Fourteen, the Issuer or a Guarantor may defease any Securities pursuant to exercise its option under this Section 14.02 notwithstanding the prior Covenant Defeasance exercise of its option under Section 14.03 with respect to such Securities pursuant to Section 1203Securities.

Defeasance and Discharge. Upon the Issuer’s or Guarantor’s exercise of the option provided in Section 1201 1301 to have this Section 1202 applied defease the Outstanding Securities of a particular series, the Company shall be discharged from its obligations with respect to the Outstanding Securities of any series, the Issuer and the Guarantors shall be deemed to have been discharged from their respective obligations with respect to all the Outstanding Securities of any series, as provided in this Section 1202 such series on and after the date the applicable conditions set forth in Section 1204 1304 are satisfied (hereinafter called “Defeasance”) with respect to such Securitieshereinafter, "defeasance"). For this purpose, such Defeasance means shall mean that the Issuer Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such series and to have satisfied all of its other obligations under the such Securities of such series and this Indenture insofar as the such Securities of such series are concerned (and the Trustee, at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same); PROVIDED, subject to HOWEVER, that the following which rights, obligations, powers, trusts, duties and immunities shall survive until otherwise terminated or discharged hereunder: (1A) the rights of Holders of the Outstanding Securities of such series to receive, solely from the trust fund described provided for in Section 1204 and as more fully set forth in such Section1304, payments in respect of the principal of (and any premium and other amounts, if any) and interest on such Securities of when such series when payments are due, (2B) the Issuer’s and each Guarantor’s Company's obligations with respect to such Securities of such series under Sections 304303, 305, 306, 307, 701, 702, 1001, 1002, 1003 the last paragraph of Section 1003, Sections 1305 and 10071306 as well as any obligation under the terms of the Securities of such series to maintain a registrar or paying agent, (3C) the rights (including without limitation, the rights set forth in Section 607)rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company's obligations with respect therewith, and (4D) this Article. Subject to compliance with this Article, the Issuer or a Guarantor Company may defease any Securities pursuant exercise their option with respect to defeasance under this Section 1302 notwithstanding the prior Covenant Defeasance exercise of its option with respect to covenant defeasance under Section 1303 in regard to the Securities of such Securities pursuant to Section 1203series.

Defeasance and Discharge. Upon the Issuer’s or GuarantorCompany’s exercise of the above option provided in Section 1201 applicable to have this Section 1202 applied with respect to the Outstanding Securities of any a particular series, the Issuer and the Guarantors Company shall be deemed to have been discharged from their respective its obligations with respect to all the Outstanding Securities of any such series (except for certain obligations to register the transfer or exchange of Securities of such series, as provided in this Section 1202 to replace stolen, lost or mutilated Securities of such series, and to maintain paying agencies) on and after the date the applicable conditions precedent set forth in Section 1204 below are satisfied (hereinafter called hereinafter, “Defeasancedefeasance”) with respect to such Securities). For this purpose, such Defeasance defeasance means that the Issuer Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such series and to have satisfied all of its other obligations under the such Securities of such series and this Indenture insofar as the such Securities of such series are concerned (and the Trustee, at the expense of the IssuerCompany and upon Company Request, shall execute proper instruments acknowledging the same), subject to except for the following which shall survive until otherwise terminated or discharged hereunder: (1A) the rights of Holders of the Outstanding Securities of such series to receive, solely from the trust fund described in Section 1204 and 14.04 as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities of when such series when payments are due, (2B) the Issuer’s and each GuarantorCompany’s obligations with respect to such Securities of under Section 3.04, 3.05, 3.06, 6.07, 10.02 and 10.03 and such series under Sections 304, 305, 306, 1002, 1003 and 1007obligations as shall be ancillary thereto, (3C) the rights (including without limitation, the rights set forth in Section 607)rights, powers, trusts, duties duties, immunities and immunities other provisions in respect of the Trustee hereunder and (4D) this ArticleArticle XIV. Subject to compliance with this ArticleArticle XIV, the Issuer or a Guarantor Company may defease any Securities pursuant to exercise its option under this Section 14.02 notwithstanding the prior Covenant Defeasance exercise of its option under Section 14.03 with respect to the Securities of such Securities pursuant to Section 1203series.